rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 1 of 36

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1 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 1 of 36 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF TEXAS SAN ANTONIO DIVISION In re: A GACI, L.L.C., Debtor. Chapter 11 Case No rbk-11 DEBTOR S APPLICATION TO EMPLOY AND RETAIN J. MICHAEL EDWARDS AS CONSULTANT EFFECTIVE AS OF MARCH 19, 2018 This pleading requests relief that may be adverse to your interests. If no timely response is filed within 21 days from the date of service, the relief requested herein may be granted without a hearing being held. A timely filed response is necessary for a hearing to be held. A GACI, L.L.C. ( A GACI or the Debtor ), debtor-in-possession in the abovereferenced chapter 11 case, files this Debtor s Application to Employ and Retain J. Michael Edwards as Consultant Effective as of March 19, 2018 (the Application ). In support of the Application, the Debtor relies upon the Declaration of J. Michael Edwards in Support of the Debtor s Application to Employ and Retain J. Michael Edwards as Consultant Effective as of March 19, 2018 (the Edwards Declaration ), which is attached hereto as Exhibit A. In further support of the Application, the Debtor respectfully states as follows: Jurisdiction and Venue 1. The United States District Court for the Western District of Texas (the District Court ) has jurisdiction over the subject matter of this Motion pursuant to 28 U.S.C The District Court s jurisdiction has been referred to this Court pursuant to 28 U.S.C. 157 and the District Court s Order of Reference of Bankruptcy Cases and Proceedings dated October 4, This is a core matter pursuant to 28 U.S.C. 157(b), which may be heard and finally determined by this Court. Venue is proper pursuant to 28 U.S.C and

2 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 2 of 36 Background 2. On January 9, 2018 (the Petition Date ), the Debtor filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ) commencing the above captioned case (the Chapter 11 Case ). The Debtor continues to manage and operate its business as a debtor-in-possession pursuant to Bankruptcy Code 1107 and An official committee of unsecured creditors (the Committee ) was appointed in this Chapter 11 Case on January 25, No trustee or examiner has been requested or appointed in this Chapter 11 Case. 4. A detailed description of the Debtor and its business, and the facts and circumstances supporting the Debtor s Chapter 11 Case are set forth in greater detail in the Declaration of Mark Butterbach in Support of the Debtor s Chapter 11 Petition and First Day Motions [Docket No. 3]. Relief Requested 5. By this Application, the Debtor respectfully requests that this Court enter an order, substantially in the form attached to this Motion as Exhibit D (the Order ) authorizing the employment and retention of J. Michael Edwards ( Edwards ) as its consultant in accordance with the terms and conditions set forth in the consulting agreement between the Debtor and Edwards dated as of March 19, 2018 (the Consulting Agreement ), attached hereto as Exhibit B, effective as of March 19, Basis for Relief Requested 6. The basis for the relief requested herein is Sections 327(a) of title 11 of the United States Code (the Bankruptcy Code ), as supplemented by Rules 2014 and 2016 of the Federal

3 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 3 of 36 Rules of Bankruptcy Procedure (the Bankruptcy Rules ) and Bankruptcy Local Rules 2014 and approval: 7. Section 327(a) of the Bankruptcy Code provides that a debtor, subject to Court [M]ay employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] s duties under this title. 11 U.S.C. 327(a). Section 101 of the Bankruptcy Code defines disinterested person as a person that: is not a creditor, an equity security holder, or an insider; [or] is not and was not, within 2 years before the date of the filing of the petition, a director, officer, or employee of Debtor; and does not have an interest materially adverse to the interest of the estate or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, Debtor, or for any other reason. 11 U.S.C. 101(14)(A)-(C). 8. Section 328(a) of the Bankruptcy Code provides that a debtor-in-possession may, with the Court s approval, employ a professional on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed or percentage fee basis, or on a contingent fee basis. 11 U.S.C. 328(a). 9. During March 2018, Mark Butterbach ( Butterbach ), formerly the Chief Financial Officer of the Debtor, vacated his position with the Debtor. The Debtor has begun the process of identifying and interviewing potential permanent replacements for Butterbach, but the search is ongoing. Subject to the Court s approval, the Debtor has retained Edwards to perform certain of Butterbach s duties on an interim basis. 10. Edwards has extensive experience in accounting and financial experience and is well-qualified to act as a consultant for the Debtor, as evidenced by his Curriculum Vitae attached hereto as Exhibit C. Edwards has held the positions of assistant controller, controller

4 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 4 of 36 and chief financial officer at numerous corporations, and has been a principal of J. Michael Edwards, LLC since 2009, providing financial consulting services for small to medium size operations. 11. The Debtor believes that Edwards is well-suited to act as its consultant to perform the duties of Chief Financial Officer, as set forth in more detail below. Scope of Services 12. Subject to Court approval, and as set forth in the Consulting Agreement, Edwards will assist and advise the Debtor in managing its financial affairs in the following areas: Accounting: responsible for oversight of day-to-day transactions, accounts payable and cash disbursements, journal entries, closing monthly financials and supporting schedules; Audit: coordinate annual audit for FYE 2018 with external audit firm; Banking & Treasury: manage interbank transfers, deposits and outgoing wires; Cash Flow: manage cash flow as compared to budget, especially disbursements and timing of such, in a declining balance scenario (prior to completion of anticipated financing); Budget/Forecasting: manage and maintain budget/forecast, update quarterly reporting to include actual results to produce revised forecast; Taxes: oversee completion of any federal and state tax filings; and Other activities as agreed between Edwards and the Debtor s management. Disinterestedness 13. To the best of the Debtor s knowledge, information, and belief, other than as set forth in the Edwards Declaration, Edwards: (i) has no connection with the Debtor, its creditors, other parties in interest, or the attorneys or accountants of any of the foregoing, or the United States Trustee or any person employed in the Office of the United States Trustee; (ii) does not hold any interest adverse to the Debtor s estate; and (iii) believes he is a disinterested person as

5 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 5 of 36 defined by section 101(14) of the Bankruptcy Code. Accordingly, the Debtor believes that Edwards is disinterested as such term is defined in section 101(14) of the Bankruptcy Code. 14. In addition, as set forth in the Edwards Declaration, if any new material facts or relationships are discovered or arise, Edwards will provide the Court with a supplemental declaration. Professional Compensation 15. Subject to approval by the Court, the Debtor proposes to employ and retain Edwards to serve as the Debtor s consultant on the terms and conditions set forth in the Consulting Agreement. 16. In accordance with the terms set out on Exhibit B to the Consulting Agreement, Edwards shall bill the Debtor at a rate of $ per hour, which will be invoiced on a monthly basis. All travel will be at the direction of the Debtor, and must be pre-approved. Any travel outside normal work hours will be billed at a rate of 50% of the hourly rate set forth above. 17. In addition, Edwards may, at his own expense and with written approval from the Debtor, use employees or other subcontractors to assist him in his performance of the services under the Consulting Agreement. 18. No promises have been received by Edwards as to payment or compensation in connection with this case other than in accordance with the provisions of the Consulting Agreement. 19. Edwards has not received a retainer in connection with his retention in this case. 20. The Debtor believes that the compensation arrangement set forth herein is reasonable under the standards set forth in the Bankruptcy Code

6 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 6 of 36 Notice 21. Notice of this Application has been provided to: (i) the Office of the United States Trustee; (ii) counsel for JPMorgan Chase Bank, N.A.; (iii) any party whose interests are directly affected by this specific pleading; (iv) those persons who have formally appeared and requested notice and service in these proceedings pursuant to Bankruptcy Rules 2002 and 3017; (v) counsel for and the members of the Committee; and (vi) all governmental agencies having a regulatory or statutory interest in this case. WHEREFORE, for the reasons set forth herein and in the Edwards Declaration, the Debtor respectfully requests that the Court (i) grant the Application, and (ii) grant such other and further relief as is just and proper

7 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 7 of 36 RESPECTFULLY SUBMITTED this 19th day of March, A GACI, LLC By: Name: David Won Title: Chief Merchandising Officer and David Won Digitally signed by David Won DN: cn=david Won, o=a'gaci, LLC, ou=managing Partner, =david.won@agacistore.com, c=us Date: :18:59-07'00' HAYNES AND BOONE, LLP By: /s/ Ian T. Peck Ian T. Peck State Bar No David Staab State Bar No Victory Avenue, Suite 700 Dallas, TX Telephone: Facsimile: ian.peck@haynesboone.com david.staab@haynesboone.com ATTORNEYS FOR DEBTOR

8 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 8 of 36 Exhibit A Edwards Declaration

9 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 9 of 36 IN THE UNITED STATES BANKRUPTCY COURT FOR THE WESTERN DISTRICT OF TEXAS SAN ANTONIO DIVISION In re: A GACI, L.L.C., Debtor. Chapter 11 Case No rbk-11 DECLARATION OF J. MICHAEL EDWARDS IN SUPPORT OF DEBTOR S APPLICATION TO EMPLOY AND RETAIN J. MICHAEL EDWARDS AS CONSULTANT EFFECTIVE AS OF MARCH 19, 2018 I, J. Michael Edwards, being duly sworn, state the following under penalty of perjury: 1. I am the Principal of J. Michael Edwards, LLC, a consulting firm (the Consulting Firm ), which maintains its principal office at Keeneland Drive, Fair Oaks Ranch, Texas I have extensive experience in providing consulting services for small to medium size companies requiring expertise in finance and accounting. 3. This Declaration (the Declaration ) is in support of Debtor s Application to Employ and Retain J. Michael Edwards, LLC as Consultant Effective as of March 19, 2018 (the Application ). 1 I submit this Declaration on my behalf, and I have personal knowledge of the matters set forth herein. All facts set forth in this Declaration are based upon my personal knowledge, my review of relevant documents, my review of documents received from Debtor or its legal advisors, my experience with and knowledge of Debtor s operations, or knowledge obtained from management or legal advisors of Debtor or employees of Debtor. If I were called to testify, I could and would testify to the facts set forth herein. 1 Capitalized but undefined terms used in herein shall have the meaning ascribed to them in the Application

10 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 10 Disinterestedness and Eligibility 4. To check and clear potential conflicts of interest in the Chapter 11 Case, I reviewed the list of significant parties in interest (the Potential Parties-in-Interest ) provided by Debtor s counsel to determine its connections to Debtor and such Potential Parties-in-Interest. The identities of the Potential Parties-in-Interest reviewed are set forth in Schedule 1. The results of these searches revealed no conflict of interest with regard to my representation of Debtor. 5. To the best of my knowledge and information, neither I, nor any other employee that will work on this engagement, has any connection with Debtor, its creditors, equity holders, or any other Potential Parties-in-Interest (as reasonably known to me) or Debtor s attorneys and accountants, or the United States trustee, or any person employed in the office of the United States trustee. Accordingly, I believe that I am a disinterested person, as defined in section 101(14) of title 11 of the Bankruptcy Code. 6. To the extent I discover any facts or additional information during the period of my retention that require disclosure, I will supplement the Declaration to disclose such information. Scope of Services 7. Subject to Court approval, and as set forth in the Consulting Agreement, I will assist and advise the Debtor in managing its financial affairs in the following areas:

11 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 11 Accounting: responsible for oversight of day-to-day transactions, accounts payable and cash disbursements, journal entries, closing monthly financials and supporting schedules; Audit: coordinate annual audit for FYE 2018 with external audit firm; Banking & Treasury: manage interbank transfers, deposits and outgoing wires; Cash Flow: manage cash flow as compared to budget, especially disbursements and timing of such, in a declining balance scenario (prior to completion of anticipated financing); Budget/Forecasting: manage and maintain budget/forecast, update quarterly reporting to include actual results to produce revised forecast; Taxes: oversee completion of any federal and state tax filings; and Other activities as agreed between Edwards and the Debtor s management. Professional Compensation 8. The proposed fee structure described in more detail below and in the Consulting Agreement is consistent with my normal and customary billing practices for comparably sized and comparably complex matters. 9. In accordance with the terms set out on Exhibit B to the Consulting Agreement, I will bill the Debtor at a rate of $ per hour, which will be invoiced on a monthly basis. All travel will be at the direction of the Debtor, and must be pre-approved. Any travel outside normal work hours will be billed at a rate of 50% of the hourly rate set forth above 10. In addition, I may, at my own expense and with written approval from the Debtor, use employees or other subcontractors to assist me in my performance of the services under the Consulting Agreement. 11. I request that in light of general industry practice, and notwithstanding anything to the contrary in the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, any applicable orders of this Court or any guidelines regarding submission and approval of fee applications, that I be compensated pursuant to the terms of the Consulting Agreement without

12 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 12 being required to file interim or final fee applications as contemplated by Bankruptcy Code 330 and No commitments have been made or received by me with respect to compensation or payment in connection with this case other than in accordance with the provisions of the Bankruptcy Code, and I have no agreement with any other entity to share with such entity any compensation I receive in connection with this Chapter 11 Case. 13. By reason of the foregoing, I believe I am eligible for retention by Debtor as its consultant pursuant to sections 327(a) and the applicable Bankruptcy Rules and the Bankruptcy Local Rules. [Remainder of page intentionally left blank]

13 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 13 Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief. Executed on March 19, J. Michael Edwards Principal J. Michael Edwards, LLC

14 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 14 SCHEDULE 1 Parties in Interest In re: A GACI, L.L.C. Debtor (Including Predecessors and d/b/a name): A GACI, L.L.C. Twigland Management, LLC Twigland Fashions, LLC O Shoes Officers & Directors: David Won John Won Mark Butterbach Secured Creditors: Bank of America, N.A. JPMorgan Chase Bank, N.A. Landlords: Allen Matkins Leck Gamble Mallory & Natsis LLP Annapolis Mall Owner LLC Avenues Mall, LLC BPC Henderson, LLC Brandon Shopping Center Partners, Ltd. Broward Mall, LLC CBL SM-Brownsville, LLC Citrus Park Mall Owner LLC Commercial Real Estate Solutions CoolSprings Mall, LLC Coral-CS/LTD. Associates DDR Corp. DDR Norte LLC, S.E. DeBartolo Holdings, LLC Deerbrook Mall, LLC Del Amo Fashion Center Operating Company, L.L.C. Dolphin Mall Associates LLC EklecCo NewCo LLC Enterprise Eagle Pass Associates, L.P. EWH Escondido Associates, L.P

15 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 15 Florida Mall Associates, Ltd. GGP-Tucson Mall L.L.C. Glimcher Westshore, LLC Gran Plaza, LP Grapevine Mills Mall Limited Partnership HG Galleria, LLC Holland & Knight LLP Hulen Mall, LLC Imperial Valley Mall II, L.P. Ingram Park Mall, L.P. Jones Lang LaSalle Jones Lang LaSalle Kapolei Hawaii Property Company LLC Katy Mills Mall Limited Partnership LAFM, LLC Lakeline Developers Laredo Outlet Shoppes, LLC Macerich South Plains LP Mall At Gurnee Mills, LLC Mall at Miami International, LLC Mall at Midland Park, LLC Mall at Valle Vista, LLC Mall Del Norte, LLC Mehta Investments, Ltd. Memorial City Mall, LP Mercedes Premium Outlets, LP Mesilla Valley Mall LLC Milpitas Mills Limited Partnership MOAC Mall Holdings LLC Multeck Community Center, L.P. Network Tech Property LLC North County Fair LP North Star Mall, LLC NYS Teachers Retirement System Oxford South Park Mall LLC Park Mall L.L.C. Park Place Parks at Arlington, LLC Pearland Town Center Limited Partnership Plaza Bonita LLC Plaza Carolina Mall, L.P. Plaza del Caribe, S.E. Plazas Las Americas, Inc. Pyramid Management Group, LLC Receivership Estate Over Specific Assets of Killeen Mall, LLC Rolling Oaks Mall, LLC

16 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 16 San Marcos Premium Outlets, LP Sarasota Shoppingtown LLC ServiceStar Landmark Properties - Fort Bliss LLC Shamrock/Las Americas Venture I, LLC Simon Property Group (Texas), LP SRMF Town Square Owner LLC Star-West JV, LLC Sunland Park Mall, LLC Sunrise Mall LLC Sunrise Mills (MLP) Limited Partnership Sunvalley Shopping Center LLC SVAP II Stones River, LLC Teachers Insurance and Annuity Association The Parks at Arlington The Shoppes at Rio Grande Valley, LP Thor Palmer House Retail LLC Town East Mall, LLC TRCC/ROCK Outlet Center, LLC Tucson Mall USEF RELP Medio, LLC Wachtel & Masyr LLP West Oaks Mall Westland Mall LLC Westland South Shore Mall, L.P. Wheaton Plaza Regional Shopping Center LLC Willow Bend Shopping Center Limited Partnership Willowbrook Mall Willowbrook Mall (TX), LLC Woodfield Mall LLC YTC Mall Owner, LLC Counsel: Haynes and Boone, LLP Claims & Noticing Agent: Kurtzman Carson Consultants LLC Investment Banker: SSG Advisors, LLC

17 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 17 Financial Advisor: Berkeley Research Group Lease Consultant: A&G Realty Partners GOB Sales Consultant: Gordon Brothers Retail Partners, LLC Top Unsecured Creditors: Affiliate Window Ambiance Apparel American Express Aspire Systems Consulting PTE Ltd. Banjul Inc. Chocolate U.S.A. Day G Demandware, Inc. Elegance Enterprise Corp Fame Accessories General Business Credit Hana Financial, Inc. JP ORIGINAL CORP. Knitwork Productions/Say What Love Letter Collection New Commercial Capital, Inc Oceanarc Capital Partners LLC Prime Business Credit Inc Privy Inc. RM Mfg Co Rosenthal & Rosenthal, Inc. San Antonio Merchant Shippers SDI Industries Inc. TOP 10 Top Guy Int'l Trading Inc Tovia UPS Freight Wax Jean Westfield Shippers/Lienholders: Bank of America

18 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 18 Broadway National Bank Cisco System Capital City Logistics & Transportation Coyote Logistics LLC Dell Finance Services Icon Owner Pool 1 Texas, LLC JPMorgan Chase Jules & Associates Key Equipment Finance Keybank San Antonio Merchant Shippers TCF Equipment Finance UPS Freight Wells Fargo Financial Leasing Other Parties in Interest: ADP Arch Insurance Belgian Post Group a/ka/a bpost DuCharme, McMillen, and Associates, Inc. Infogain Kronos Meritain Health, Inc. Oracle Corporation Paymentech, LLC QBE Insurance Radial, Inc. Sun Life Travelers Insurance

19 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 19 EXHIBIT B Consulting Agreement

20 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 20 CONSULTING AGREEMENT This Consulting Agreement ( Agreement ) is entered into and effective as of March 19, 2018 (the Effective Date ) by and between J. Michael Edwards dba J. Michael Edwards, LLC (the Consultant ) and A GACI LLC dba A GACI Stores (the Company ). RECITALS A. The Company is a lifestyle brand catering to young fashion lovers who are sexy, feminine and confident in their style. A'GACI owns and operates retail stores in the U.S., and represents a large online presence known within the fashion blogger community as the place for value-priced, trend-right fashions. B. The Company wishes to retain the Consultant, and the Consultant wishes to be retained by the Company, to provide consulting services to the Company as defined below. C. The Company is currently a Chapter 11 debtor pursuant to Chapter 11 of Title 11 to the United States Code ( Bankruptcy Code ) whose case is pending in the United States Bankruptcy Court for the Western District of Texas, San Antonio Division (the Bankruptcy Court ) under case number rbk (the Bankruptcy Case ). NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Consultant agree as follows: AGREEMENT 1. Term. The Company engages the Consultant and the Consultant accepts this appointment with the Company from the Effective Date until December 31, 2018 (the Term ) or such earlier date as it may be terminated pursuant to Section Duties of Consultant. The Consultant agrees to perform the consulting services (the Services ) set forth on Exhibit A to this Agreement and made a part of it. Exhibit A outlines the scope of Services to be performed and may be amended from time to time as mutually agreed to by the Company and Consultant. The Consultant will determine the method, details and means of performing the Services. The Consultant may, at the Consultant s own expense, and with written approval by the Company, use employees or other subcontractors to assist the Consultant with the performance of the Services. 3. Compensation. As compensation for the Services, the Company shall pay to the Consultant the compensation as provided for on Exhibit B. 4. Proprietary Information and Nondisclosure. 4.1 Property Belonging to Company. The Consultant agrees that all developments, ideas, compounds, improvements, discoveries, apparatus, practices, processes, methods, concepts and products (collectively the Inventions ) developed by the Consultant during the term of this Agreement are the exclusive property of the Company and shall belong to the Company. The Consultant agrees to assign the Inventions to the Company, provided, however, notwithstanding the foregoing, the Consultant shall not be required to assign its rights in any invention which the Consultant developed entirely on its own time without using the Company s equipment,

21 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 21 supplies, facilities or trade secret information or the Confidential Information (defined below) except for those inventions that either: (i) Relate at the time of conception or reduction to practice of the invention to the Company s business, or actual or demonstrably anticipated research or development of the Company; or Company. (ii) Result from any work performed by the Consultant for the 4.2 Access to Confidential Information. The Consultant agrees that during the term of the business relationship between the Consultant and the Company, the Consultant will have access to and become acquainted with confidential proprietary information of the Company ( Confidential Information ). The Consultant agrees that the term Confidential Information as used in this Agreement is to be broadly interpreted and includes (i) information that has, or could have, commercial value for the business in which the Company is engaged, or in which the Company may engage at a later time, (ii) information that, if disclosed or used without authorization, could be detrimental to the economic interests of the Company, and (iii) information that relates to the Company s actual or anticipated business or research and development, including, without limitation, any patent, patent application, compounds and formulations, copyright, trademark, technical data, trade name, service mark, service name, know-how, negative know-how, trade secrets, customer and supplier identities, characteristics and terms of agreement, details of customer or consultant contracts, pricing policies, operational methods, marketing plans or strategies, product development techniques or plans, business acquisitions plans, science or technical information, ideas, discoveries, designs, computer programs (including source codes), financial forecasts, financial information, budgets, processes, procedures, formulae, improvements or other proprietary or intellectual property of the Company, whether or not in written or tangible form, and whether or not registered, and including all memoranda, notes, summaries, plans, reports, records, documents and other evidence thereof. The Consultant acknowledges that all Confidential Information, whether prepared by the Consultant or otherwise acquired by the Consultant in any other way, shall remain the exclusive property of the Company or, if so designated by the Company. The Consultant also agrees that the term Confidential information may include confidential and proprietary information of third parties in the possession of the Company. 4.3 No Unfair Use by Consultant. The Consultant promises and agrees that the Consultant (which shall include its officers, employees, contractors and consultants) shall not misuse, misappropriate, or disclose in any way to any person or entity, any of the Confidential Information, either directly or indirectly, nor will the Consultant use the Confidential Information in any way or at any time except as required to perform the Services. The Consultant agrees that the sale or unauthorized use or disclosure of any of the Confidential Information constitutes unfair competition. The Consultant promises and agrees not to engage in any unfair competition with the Company and will prevent and take measures that are appropriate to prevent its officers, employees, contractors and consultants from engaging in unfair competition with the Company. Additionally, in connection with providing the Services, Consultant agrees to only disclose Confidential Information to its officers, employees, contractors and consultants who have a legitimate need to know of such Confidential 2

22 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 22 Information and who are contractually obligated to confidentiality through a written agreement with Consultant relating to the Confidential Information. 4.4 Further Acts. The Consultant agrees that, at any time during the Term, upon the request of the Company and without further compensation, but at no expense to the Consultant, the Consultant shall perform any lawful acts, including the execution of papers and oaths and the giving of testimony, that in the opinion of the Company, its successors or assigns, may be necessary. 4.5 Obligations Survive Agreement. The Consultant s obligations to not use or disclose Confidential Information under this Section 4 shall survive the expiration or termination of this Agreement for a period of five (5) years or such longer period of time if so designated at the time such Confidential Information is disclosed to Consultant under this Agreement. The Consultant s other obligations under this Section 4 shall survive indefinitely. 5. Bankruptcy Court Approval and Fee Review. The Consultant s retention and Company s obligations hereunder are subject to approval of the Bankruptcy Court. Upon execution hereof, Company shall prepare and file appropriate pleadings seeking approval of Consultant as a professional under Bankruptcy Code section 327. In addition, Consultant s fees will require approval of the Bankruptcy Court prior to payment and will be subject to fee procedures established by the Bankruptcy Court, as well as the Bankruptcy Code and applicable procedural rules. The Company will assist Consultant in application to the Bankruptcy Court for approval of fees on an interim and final basis. 6. Termination. 6.1 Termination on Default. Should either party default in the performance of this Agreement or materially breach any of its provisions, the non-breaching party may terminate this Agreement by giving written notification to the breaching party. Termination shall be effective immediately on receipt of said notice. For purposes of this section, material breaches of this Agreement shall include, but not be limited to, (i) the failure by the Company to pay the compensation set forth in section 3 above; (ii) the breach or neglect by the Consultant of the duties which it is required to perform under the terms of this Agreement; (iii) the Consultant s commission of acts of dishonesty, fraud, or misrepresentation; (iv) the failure by the Consultant to conform to all laws and regulations governing the Consultant s duties under this Agreement; or (v) the commission by the Consultant of any act that tends to bring the Company into public scandal or which will reflect unfavorably on the reputation of the Company. 6.2 Termination on Notice. Either party may terminate this Agreement at any time by giving thirty (30) days written notice to the other party. 6.3 Automatic Termination. This Agreement terminates automatically on the occurrence of any of the following events: (i) conversion of the Company s Bankruptcy Case to Chapter 7 of the Bankruptcy Code; (ii) the death or disability of the Consultant; or (iii) the expiration of the Term. 6.4 Return of Company Property. Upon the termination or expiration of this Agreement or upon the Company s earlier request, the Consultant shall immediately (i) return all Confidential Information to the Company and (ii) transfer to the Company all files (including, but not 3

23 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 23 limited to, electronic files), records, documents, drawings, specifications, equipment and similar items in its possession relating to the business of the Company or the Confidential Information (including the work product of the Consultant created pursuant to this Agreement). 6.5 Survival Upon Termination. As provided in Section 4.5 above, notwithstanding any termination of this Agreement pursuant to this Section 6, the Consultant s obligations to not use or disclose Confidential Information under Section 4 above shall survive the expiration or termination of this Agreement for a period of five (5) years (or such longer period of time if so designated at the time such Confidential Information is disclosed to Consultant under this Agreement), and the Consultant s other obligations under Section 4 above shall survive indefinitely. 7. Status of Consultant. The Consultant understands and agrees that it is an independent contractor and neither it nor its officers, employees, contractors and consultants are employees of the Company and that its officers, employees, contractors and consultants shall not be entitled to receive employee benefits from the Company, including, but not limited to, medical benefits, sick leave, vacation, retirement, death benefits, or an automobile. The Consultant shall be responsible for providing, at the Consultant s expense and in the Consultant s name, disability, worker s compensation or other insurance as well as licenses and permits usual or necessary for conducting the Services. Furthermore, the Consultant shall pay, when and as due, any and all taxes incurred as a result of the Consultant s compensation hereunder, including estimated taxes, and shall provide the Company with proof of said payments, upon demand. The Consultant hereby agrees to indemnify the Company and its partners and management personnel for any claims, losses, costs, fees, liabilities, damages or injuries suffered by the Company arising out of the Consultant s breach of this section or any assertion that any of Consultant s officers, employees, contractors or consultants are employees of the Company. 8. Representations by Consultant. The Consultant represents and warrants that the Consultant has the qualifications, expertise, experience and ability to perform the Services in the manner and within the time period requested and that the Services will be performed in a professional manner and consistent with industry practices, without the advice, control, or supervision of the Company. The Consultant shall indemnify, defend and hold harmless the Company and the Company s partners and management personnel from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including, without limitation, interest, penalties, and reasonable attorney fees and costs, that the Company or its partners or management personnel may incur or suffer and that arise, result from, or are related to any breach or failure of the Consultant to perform any of the representations, warranties and agreements contained in this Agreement. 9. Business Expenses. The Company shall reimburse the Consultant for all reasonable business expenses incurred by the Consultant, provided that each such expenditure qualifies as a proper deduction on the Company s federal and state income tax return. Each such expenditure shall be reimbursable only if the Consultant furnishes to the Company adequate records and other documentary evidence required by federal and state statutes and regulations issued by the appropriate taxing authorities for the substantiation of that expenditure as an income tax deduction. Notwithstanding the forgoing, any expense in excess of $500 or expenses in the aggregate that exceed $1,000 per calendar month must be pre-approved in writing to qualify for reimbursement. 4

24 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg Indemnification Consultant. The Consultant shall indemnify and hold harmless the Company, its affiliates, directors, officers, managers, agents, attorneys and employees against any and all losses, claims, damages, liabilities, obligations, penalties, judgments, awards, costs, expenses and disbursements (and any and all actions, suits, proceedings and investigations in respect thereof and any and all legal and other costs, expenses or disbursement in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the costs, expenses and disbursements, as and when incurred, of investigating, preparing or defending any such action, suit, proceeding or investigation (whether or not in connection with litigation in which the Company is a party), directly or indirectly, caused by, relating to, based upon or arising out of or in connection with (i) any breach of this Agreement by Consultant, (ii) any willful misconduct or gross negligence by Consultant, or (iii) any act by Consultant that is outside the scope of his authority hereunder Company. The Company shall indemnify, defend and hold harmless Consultant from and against any claims, losses, liabilities, damages, fines, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts (collectively, Claims ) arising from all claims, demands, actions, suits or proceedings, by any third party whether civil, criminal, administrative or investigative, in which Consultant may be involved, or threatened to be involved, as a party or otherwise arising out of or resulting from (i) any breach by the Company of this Agreement, (ii) any gross negligence or willful misconduct by the Company, and (iii) any third party claims arising out of, in connection with the performance of Consultant s responsibilities under this Agreement, except if such Claims result from or involve Consultant s breach of this Agreement or negligence or willful misconduct in the performance of the Services. The Company shall have the right to assume the defense of any Claims subject to indemnification, in which case Consultant shall not be entitled to indemnification in respect of any legal fees or expenses incurred after the date that the Company exercises such right. Consultant agrees to provide prompt written notice to the Company of any Claims subject to indemnification. 11. Notices. Unless otherwise specifically provided in this Agreement, all notices or other communications (collectively and severally called Notices ) required or permitted to be given under this Agreement, shall be in writing, and shall be given by: (A) personal delivery (which form of Notice shall be deemed to have been given upon delivery), (B) by telegraph or by private airborne/overnight delivery service (which forms of Notice shall be deemed to have been given upon confirmed delivery by the delivery agency), or (C) by electronic or facsimile or telephonic transmission, provided the receiving party has a compatible device or confirms receipt thereof (which forms of Notice shall be deemed delivered upon confirmed transmission or confirmation of receipt). Notices shall be deemed given, if provided subject to this Section 9, to any of the following: If to the Company: A GACI Network Blvd #106 San Antonio, TX Phone Number: (210)

25 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 25 If to the Consultant: J. Michael Edwards, LLC. Attn: Michael Edwards Keeneland Drive, Fair Oaks Ranch, TX Phone Number: (210) Either party may specify new contact information for Notice pursuant to a specification of such in a Notice hereunder. 12. Choice of Law and Venue. This Agreement shall be governed according to the laws of the state of Texas. For purposes of determining venue, the parties acknowledge that this Agreement is entered into in Bexar County, Texas. 13. Entire Agreement; Headings. This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the services to be rendered by the Consultant to the Company and contains all of the covenants and agreements between the parties with respect to the Services to be rendered by the Consultant to the Companyin any manner whatsoever. Each party to this agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding on either party. The headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement. 14. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be determined to be invalid, illegal or unenforceable under present or future laws effective during the term of this Agreement, then and, in that event: (A) the performance of the offending term or provision (but only to the extent its application is invalid, illegal or unenforceable) shall be excused as if it had never been incorporated into this Agreement, and, in lieu of such excused provision, there shall be added a provision as similar in terms and amount to such excused provision as may be possible and be legal, valid and enforceable, and (B) the remaining part of this Agreement (including the application of the offending term or provision to persons or circumstances other than those as to which it is held invalid, illegal or unenforceable) shall not be affected thereby and shall continue in full force and effect to the fullest extent provided by law. 15. Preparation of Agreement. It is acknowledged by each party that such party either had separate and independent advice of counsel or the opportunity to avail itself or himself of same. 6

26 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 26 In light of these facts it is acknowledged that no party shall be construed to be solely responsible for the drafting hereof, and therefore any ambiguity shall not be construed against any party as the alleged draftsman of this Agreement. 16. No Assignment of Rights or Delegation of Duties by Consultant; Company s Right to Assign. The Consultant s rights and benefits under this Agreement are personal to it and therefore no such right or benefit shall be subject to voluntary or involuntary alienation, assignment or transfer. The Company may assign its rights and delegate its obligations under this Agreement to any other person or entity. 17. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument, binding on all parties hereto. Any signature page of this Agreement may be detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto by having attached to it one or more additional signature pages. 18. Electronically Transmitted Documents. If a copy or counterpart of this Agreement is originally executed and such copy or counterpart is thereafter transmitted electronically by facsimile or similar device, such facsimile document shall for all purposes be treated as if manually signed by the party whose facsimile signature appears. 19. Authority. The persons signing this Agreement on behalf of the Company and Consultant, respectively, have full right, power, legal capacity and authority to execute this Agreement. 20. Equitable Relief. Consultant agrees that it would be impossible or inadequate to measure and calculate the Company s damages from any breach of Section 4 of this Agreement. Accordingly, Consultant agrees that if Consultant breaches, or threatens to breach, such Section, the Company will have available, in addition to any other right or remedy available, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of such Section. Consultant further agrees that no bond or other security shall be required in obtaining such equitable relief, or if a bond or other security is required, the amount of such bond or other security shall not exceed $100, and Consultant hereby consents to the issuance of such injunction and to the ordering of specific performance. 7

27 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 27 WHEREFORE, the parties have executed this Agreement on the date first written above. CONSULTANT J. Michael Edwards, LLC By: J. Michael Edwards Principal COMPANY A GACI LLC By: David Won Digitally signed by David Won DN: cn=david Won, o=a'gaci, LLC, ou=managing Partner, =david.won@agacistore.com, c=us Date: :13:54-07'00' 8

28 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 28 Consultant shall provide the following services: EXHIBIT A SERVICES Accounting: responsible for oversight of day-to-day transactions, accounts payable and cash disbursements, journal entries, closing monthly financials and supporting schedules. Audit: coordinate annual audit for FYE 2018 with external audit firm Banking & Treasury: manage interbank transfers, deposits, and outgoing wires. Cash Flow: manage cash flow as compared to budget, especially disbursements and timing of such, in a declining balance scenario (prior to completion of anticipated financing). Budget/Forecasting: manage and maintain budget/forecast, update quarterly reporting to include actual results to produce revised forecast. Taxes: Oversee completion of any federal and state tax filings. Other activities as agreed between Consultant and Company management.

29 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 29 EXHIBIT B COMPENSATION As compensation for the Services rendered by Consultant: Consultant shall bill the Company at a rate of $ per hour with invoices supplied promptly, or as soon as practical, to the Company after the last day of each calendar month. All travel will be at the direction of the Company, and must be pre-approved. Any travel outside normal work hours will be billed at a rate of 50% of the hourly bill rate set forth previously. Payment will be net, ten (10) days after Bankruptcy Court approval of payment of invoices that meet the specifications of this Agreement for Consultant s services. All invoices shall be submitted directly to the Company at the address noted above.

30 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 30 EXHIBIT C Curriculum Vitae

31 rbk Doc#212 Filed 03/20/18 Entered 03/20/18 15:55:01 Main Document Pg 31 J. Michael Edwards, CPA, MBA Keeneland Drive, Fair Oaks Ranch, Texas (210) Summary An experienced financial professional with over twenty-five years of progressive responsibility successfully leading diverse teams in a variety of different industries bringing a broad spectrum of experience and knowledge in accounting and financial management. An excellent leader and communicator focused on improving processes and delivering results. Specialties and areas of expertise include: Public and Managerial Financial Reporting, Budgeting, P&L Responsibility, Board Presentations and Strategic Planning, Business Modeling, Financial Analysis, External Audit Coordination. Functioned as lead role on the senior management team in evaluation of all financial decisions, as well as strategic planning for the company Participated in the completion of numerous financings including a $425 million strategic alliance agreement Involved in the preparation of a Registration Statement on Form S-1 and related amendments for a potential initial public offering Developed monthly financial reporting to analyze divisional financial performance and facilitate improvement in operational processes Developed financial models for the company s products to evaluate potential development strategies and overall company valuations Manage treasury function, monitoring cash flow and maintaining cash forecast to ensure adequate funding of operating requirements Pivotal role in the establishing and documenting accounting controls as required under the Sarbanes-Oxley 404 compliance Coordinate corporate insurance programs to provide effective risk management solutions balancing cost with risk mitigation Experience J. Michael Edwards, LLC 2009 Present formerly FACT Consulting, LLC San Antonio, Texas PRINCIPAL Providing consulting services for small to medium size, early stage life science companies requiring expertise in finance and accounting. Projects include staff augmentation to support daily operations, review of existing accounting environment and establishing policies and procedures, SEC and managerial reporting, and other special projects. ONCOVISTA INNOVATIVE THERAPIES, INC San Antonio, Texas CHIEF FINANCIAL OFFICER Responsible for the corporate accounting function. Compliance with all SEC reporting regulations, including the preparation and filing of Forms 10-K, 10-Q, 8-K, and Schedule 14A filings, including involvement with the Board of Directors and external legal counsel. Coordination of quarterly reviews and annual audits, including preparation of necessary audit and tax schedules requested by independent registered public accounting firm. Preparation of the annual budget including coordination of all departments and foreign subsidiary. FIELDSTONE HOMES San Antonio, Texas REGIONAL DIRECTOR OF FINANCE AND ACCOUNTING TEXAS/UTAH Supervision of Division Accounting and Finance staff located in Texas and Utah responsible for the preparation division financial statements, quarterly business plan updates and land acquisition due diligence efforts. Analyze project performance, business planning and new project feasibility, including review of detailed analyses and other information to identify historical trends and potential future issues. Identify and analyze all significant accounting issues for the division including coordination with Corporate Accounting and Finance resources.