Exhibit,Appendix: Jardan 520 Llc v. Bvs Acquisition Co. Llc, M&T Bank, 86th Street Lender Llp

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                                (FILED: NEW YORK COUNTY CLERK INDEX NO. 153512/2022

NYSCEF DOC. NO. 25 RECEIVED NYSCEF: 05/06/2022

EXHIBIT 3(FILED: NEW YORK COUNTY CLERK 05/06/2022 03:23 PM INDEX NO. 153512/2022

NYSCEF DOC. NO. 25 RECEIVED NYSCEF: 05/06/2022
EXECUTION VERSION

SETTLEMENT AGREEMENT

This Settlement Agreement (the “Agreement”), dated as of March 25, 2022 (the
“Effective Date”), is entered into by and among Terese Ceruzzi, Gabrielle Healey, James
Ceruzzi, and Matthew Healey (the “Ceruzzi Family”), Keith Bradoc Gallant, as Trustee of the
Trust established under Article Fifth and as Trustee of the Trust established under Article
Seventh of the Last Will & Testament of Louis L. Ceruzzi, Jr. dated April 1, 1987 (together with
his successors and assigns, the “Trustee”) (the Trustee together with the Ceruzzi Family, the
“Beneficiaries”), those creditors set forth on Exhibit A hereto (those creditors, together with their
successors and assigns, the “Creditors”) of the Estate of Louis L. Ceruzzi, Jr. (the “Estate”)
and/or BVS Acquisition Co. LLC (“BVS”), Ceruzzi Properties LLC (‘“Ceruzzi Properties”),
Ceruzzi Holdings LLC (“Ceruzzi Holdings”), and BVS (acting for itself and as agent for and on
behalf of the BVS Group (as defined below; collectively, the “Parties” and each a “Party”).

RECITALS
WHEREAS, Louis L. Ceruzzi, Jr. (the “Decedent”) died on or about August 31, 2017;
WHEREAS, at the time of the Decedent’s death, the Decedent or entities in which the
Decedent was the principal owner and controlling party (the “Entities”) were indebted to the
Creditors; and, since his death, the Estate of Louis L. Ceruzzi, Jr. (the “Estate”) and the Entities

have incurred further indebtedness;

WHEREAS, the Decedent executed his Last Will & Testament on or about April 1, 1987
(the “Will”);

WHEREAS, the Ceruzzi Family and the Trustee are the beneficiaries under the Will;

WHEREAS, Charles A. Mantell and David C. Novicki were nominated and, thereafter,
appointed as the Co-Executors of the Estate (the “Co-Executors”);

WHEREAS, the Estate is presently in administration in the Connecticut Probate Court
for the District of Fairfield (the “Connecticut Probate Court”), said administration being No.17-
0338;

WHEREAS, ancillary administration is pending in the Nantucket Probate Court, in the
Commonwealth of Massachusetts (the “Massachusetts Probate Court”), said administration being
No. NA18P0059EA;

WHEREAS, at the time of the Decedent’s death, BVS, Ceruzzi Properties and Ceruzzi
Holdings and each of their respective direct and indirect subsidiaries and affiliates (together, the
“BVS Group”) held interests in various real estate investment properties including, without
limitation, student housing properties, grocery anchored and strip retail properties, high-end
condominiums, and miscellaneous land and other interests;(FILED: NEW YORK COUNTY CLERK 05/06/2022 03:23 PM INDEX NO. 153512/2022

NYSCEF DOC. NO. 25 RECEIVED NYSCEF: 05/06/2022

WHEREAS, the Decedent also owned real estate known as 5 Grant Avenue, Nantucket,
Massachusetts (the “Nantucket Property”), the ownership of which has been the subject of
dispute and disagreement among the Parties;

WHEREAS, the BVS Group is also indebted to various Creditors and, in certain cases,
the Estate has provided guarantees in connection with such indebtedness;

WHEREAS, Gabrielle Healey is presently employed by Ceruzzi Properties, James
Ceruzzi is presently employed by the student housing development venture Park7 (“Park7”), an
Matthew Healey is presently serving as a director of BVS, Ceruzzi Holdings, and Ceruzzi
Properties;

WHEREAS, each of the Creditors has filed claim(s) against the Estate in the Connecticui
Probate Court and at least one of the Creditors has filed one or more claim(s) against the Estate
in Massachusetts Probate Court;

WHEREAS, prior to September 1, 2021, Terese Ceruzzi was receiving a Connecticul
Probate Court-ordered periodic support payment, which subject to the terms of the stipulation
dated August 31, 2021 (the “Stipulation”), was modified by agreement to $99,108.00 (Ninety
Nine Thousand One Hundred And Eight Dollars) per month (“Periodic Support Payments”) an
extended through November 30, 2021;

WHEREAS, the Estate’s assets are insufficient to pay the allowed claims held by each of
the Creditors (determined as set forth in Section 6(d)) and, as a result, the Estate is insolvent;

WHEREAS, as a result of the foregoing, discussions have been ongoing between the
Beneficiaries, on the one hand, and the Creditors consisting of (i) the 86" Street Lender LLP and
86" Street REP II LP (the “TCI Entities”), (ii) Industrial Bank of Korea, as the trustee of PIA
Private Real Estate Investment Trust No. 6-1 and PIA Private Real Estate Investment Trust No.
6-2 (“Meritz”), (iii) Jardan 520 LLC (“Rabina”), (iv) Tristate Capital Bank (“Tristate”), and (v)
PMorgan Chase Bank, N.A. (“JPM”) (collectively, together with their respective successors
and assigns, the “Creditors Committee”) on the other hand, regarding certain claims of the
Parties and the disposition of Estate Assets, as hereinafter defined, including, but not limited to,
the Estate’s direct or indirect equity interests in BVS, Ceruzzi Holdings, Ceruzzi Properties, and
the Nantucket Property (the “Dispute”); and

WHEREAS, the Parties now desire to resolve the Dispute by mutual agreement in order
to avoid the considerable expense and inherent risk and uncertainty of litigation, and the related
disruption of the Parties’ lives and business operations.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties agree as follows:(FILED: NEW YORK COUNTY CLERK 05/06/2022 03:23 PM INDEX NO. 153512/2022

NYSCEF DOC. NO. 25 RECEIVED NYSCEF: 05/06/2022

AGREEMENT

Section 1. Incorporation of Recitals: The Parties agree that the foregoing recitals are
true and correct and such recitals are incorporated into this A greement.

Section 2. Existing Periodic Support Payments Through December 31, 2021: Terese
Ceruzzi shall receive Periodic Support Payments from the Estate in an amount equal to
$99,108.00 (Ninety-nine Thousand One Hundred and Eight Dollars) per month, payable on the
first day of each month, through December 31, 2021. The Periodic Support Payments shall not
be reduced by the fact that the Beneficiaries are relieved of all financial obligations and
responsibility related to the Nantucket Property after August 31, 2021, and the Beneficiaries
shall be reimbursed for expenses with respect to the Nantucket Property paid directly by them
and not otherwise covered by the Periodic Support Payments after August 31, 2021. The Parties
shall jointly petition the Connecticut Probate Court for the entry of a Decree extending the
Periodic Support Payments through to December 31, 2021, subject to the terms hereof (the
“Periodic Spousal Support Order”). If, in any month, the Creditors contend that the Estate and/or
the BVS Group is unable to pay any Periodic Support Payments, then (i) a representative of the
Creditors shall promptly notify the Trustee and the other Creditors of the same; and (ii) any
Periodic Support Payments shall accrue on a monthly basis. The Beneficiaries agree that they
will make no further claim or petition for extension for Periodic Support Payments for the period
after December 31, 2021. For the avoidance of doubt, the foregoing shall amend and supersede
the terms of the Stipulation with respect to the Periodic Support Payments, and on and after the
Approval Date, such Stipulation shall be deemed terminated and of no further force or effect.

Section 3. Lump-Sum Spousal Support Payment: Subject to Section 6 and Section
10, as soon as is commercially reasonable for the disposition of the Estate Assets, as hereinafter
defined, and subject to maintaining cash reserves (the “Reserves”) for the BVS Group and the
Estate in an amount established by the Required Creditors (as defined in the Intercreditor
Agreement), which are reasonably necessary to allow such entities to meet their anticipated
expenses and other operating needs, including but not limited to, in the case of the BVS Group,
Capital call requirements and any other working capital payments (collectively, “Operating
Expenditures”), on an ongoing basis except as otherwise set forth in this Section 3, the first
$12,000,000.00 (Twelve Million Dollars) of net proceeds from the sale of Estate Assets (other
than the Pledged Assets), as hereinafter defined, shall be paid to Keith Bradoc Gallant, as Trustee
of the Trust under Article Fifth for the benefit of Terese Ceruzzi (the “Lump-Sum Spousal
Support Payment”); it being agreed that such $12,000,000.00 (i) shall only be paid in accordance
with the foregoing after the Approval Date, and (ii) is the same as the $12,000,000.00 that is
referred to in Section 6(f) and in no event shall any payments be made that are duplicative. The
Lump-Sum Spousal Support Payment shall be made in one or more installments following the
Connecticut Probate Court’s entry of a Decree approving the Lump-Sum Spousal Support
Payment, pursuant to Conn. Gen. Stat. §45a-320 and the occurrence of the Approval Date (as
hereinafter defined) as provided in Section 10 below, as soon as cash becomes available e
BVS Group and the Estate, subject to the funding of the Reserves for Operating Expenditures as
hereinbefore provided, and otherwise in such manner as the Trustee shall reasonably direct. The
Lump-Sum Spousal Support Payment shall be senior in priority to any outstanding claims
against the Estate, including those of the Creditors except in relation to the Pledged Assets (as
defined below) and such Secured Obligations (as defined below) of the Creditors identified on

-3-(FILED: NEW YORK COUNTY CLERK 05/06/2022 03:23 PM INDEX NO. 153512/2022

NYSCEF DOC. NO. 25 RECEIVED NYSCEF: 05/06/2022

Exhibit A to that certain Intercreditor Agreement attached hereto as Exhibit E, as the same may
be amended and/or restated from time to time, by and among the Creditors, concerning, inter
alia, the principles for determining the allowed amount of each Creditors’ claim, the process of
liquidating/monetizing the assets and related matters (the “Intercreditor Agreement”) and except
Operating Expenditures of the BVS Group, the Estate and/or the Estate Assets and those claims
identified on Exhibit B hereto (“Priority Expenses”); provided, however, that no amended and/or
restated Intercreditor Agreement shall be in derogation of the interests of the Beneficiaries as
provided herein. For the avoidance of doubt, each Secured Creditor shall retain all of its rights
with respect to the specific pledged assets or collateral (collectively, the “Pledged Assets”)
securing its claim under its existing loan documents or applicable law (a Creditor’s “Secured
Obligations”) and nothing herein shall constitute a waiver or subordination of any right or
remedy of any Secured Creditor with respect to its Pledged Assets or Secured Obligations. In
furtherance and not in limitation of the foregoing, it is acknowledged and agreed that the Pledged
Assets are not Estate Assets for the purposes of the Lump-Sum Spousal Support Payments and
that all proceeds of the sale of the Pledged Assets will be applied to reduce that Secured
Creditor’s Secured Obligations as applicable in accordance with the loan documents applicable
to such Secured Obligations. From January 1, 2022 until the earlier of the Termination Date (as
defined in the Intercreditor Agreement) and full satisfaction of the Lump-Sum Spousal Support
Payment, partial lump-sum payments in the amount of $100,000.00 (One Hundred Thousan
Dollars), per month (such payments being “Partial Lump Sum Payments”), shall be distribute:
Keith Bradoc Gallant, as Trustee of the Trust under Article Fifth for the benefit of Terese
Ceruzzi; provided, however, that the Beneficiaries acknowledge that the total Lump-Sum
Spousal Support Payment shall be reduced by the aggregate amount, if any, of the Partial Lump-
Sum Payments distributed and in respect of any period after December 31, 2021 (the “Lump-
Sum Set Off’). The Periodic Support Payments distributed prior to and/or in respect of the
period up to December 31, 2021, and the Lump-Sum Spousal Support Payment (subject to the
Lump-Sum Set Off), together with any Nantucket Property-related expenses reimbursable
pursuant to Section 2 hereof and any unpaid Periodic Support Payments, shall be the only
distribution the Beneficiaries are permitted to receive from the Estate or the BVS Group
‘ollowing the Effective Date. For the avoidance of doubt, the Periodic Support Payments in
respect of any period up to December 31, 2021 and any Nantucket Property-related expenses
reimbursable pursuant to Section 2 hereof, shall not reduce the Lump-Sum Spousal Support
Payment. If, in any month, the Creditors contend that the Estate and/or the BVS Group is unable
to pay any Partial Lump-Sum Payments, then (i) a representative of the Creditors shall promptly
notify the Trustee and the other Creditors of the same; and (ii) any Partial Lump-Sum Payment
shall be payable in the month immediately following (unless in that month there are insufficient
‘unds, in which case, the Partial Lump-Sum Payment shall continue to accrue until the mont
when there are sufficient funds available). If, for whatever reason, this Agreement is not
approved by the Connecticut Probate Court pursuant to Section 10 herein or if this Agreement
shall terminate pursuant to the terms of the Intercreditor Agreement, then any property from any
source distributed to the Beneficiaries through December 31, 2021, and any property distributed
thereafter (through the Termination Date) to the Beneficiaries pursuant to this Agreement shall
not be subject to disgorgement, return, repayment, forfeiture, or claim of restitution, but, only
with respect to any Partial Lump Sum Payments made on or after January 1, 2022 only, the
Creditors reserve the right to seek from the Connecticut Probate Court, and the Beneficiaries
reserve the right to oppose, that such funds be credited and offset against any assets, money,

a

S

-4-(FILED: NEW YORK COUNTY CLERK 05/06/2022 03:23 PM INDEX NO. 153512/2022

NYSCEF DOC. NO. 25

payments, awards, settlements, claims and/or distributio:

RECEIVED NYSCEF: 05/06/2022

ms received by the Beneficiaries after

the Termination Date or to which they are or become entitled to or claim relating to the period

from and after the Termination Date; it being agreed

that this sentence shall survive the

Termination Date or other termination of this Agreement. Further, if, for whatever reason, this
Agreement is not approved by the Connecticut Probate Court pursuant to Section 10 herein or if

this Agreement shall terminate pursuant to the terms of
Beneficiaries’ claims to ownership of, or interests in,

e Intercreditor Agreement, then the
Ceruzzi Holdings or any constituent

business organizations shall not be deemed waived, released, or otherwise discharged, and the
Beneficiaries shall not be estopped or otherwise precluded from asserting such claims.
Notwithstanding references to the Intercreditor A greement in this paragraph and/or elsewhere in
this Agreement, any amendment to the Intercreditor Agreement by the parties thereto shall not
affect the rights of the Beneficiaries under this Agreement without their prior written consent

and approval.

Section 4. Continued Employment Through The Approval Date: Gabrielle Healey,

James Ceruzzi, and Matthew Healey (each, an “Employee”) shall continue their employment as
set forth in the Recitals hereto through the Approval Date as herein defined (the “Date of
Termination”) at which time their employment shall automatically terminate; provided, however,

that James Ceruzzi’s employment with Park7 shall contin
and Park7. Until the Date of Termination, each Employe

ue if so agreed upon by James Ceruzzi
e shall be compensated at their present

compensation and benefits. In addition, Gabrielle Healey shall be entitled to the continued use of
her existing BVS Group car under current arrangements until the expiration of the current lease
term on February 28, 2023. No Employee shall be entitled to any other or additional form of

payment, compensation, or benefit from their respective

employer or any other member of the

BVS Group including, but without limitation, severance payments. Each Employee hereby
irrevocably waives and releases any claims he or she may have against the Estate and the BVS

Group in connection with their employment or employment termination.

Section 5. Beneficiaries’ Direct Ownership

interests: Notwithstanding any other

provision in this Agreement, Terese Ceruzzi shall retain her direct 49.5% interest in 1777 BPR

Associates (“1777”), LP; Gabrielle Healey shall retain he
LLC (“Napa”); and each of Gabrielle Healey and James

interest in Thor 424 Broome Member, LLC (“Broome Street”, together with 1777 and Napa, the

“Family Retained Entities” and each interest directly he!
Retained Entities being the “Family Retained Interests”) s

relevant operating agreement of such entities. Notwithstanding anything herein to the contrary,
for the avoidance of doubt, (i) the Creditors shall not be obligated on any capital call
requirements or other liabilities (including without limitation any tax liability) allocable to

Beneficiaries with respect to any Family Retained Interes

obligated on any capital call requirements or other liabilities with respect to their allocable share

in respect of the Family Retained Interests; and (iii) the

e
operating agreements and other instruments governing the Family Retained Entities shall remain
in full force and effect in accordance with their terms; provided, however, that the Beneficiaries
agree (and shall ensure that any of their successors or assigns agree) not to exercise any veto

rights any of them may have under the relevant operating

+ 90% interest in Youandme SB Napa,
Ceruzzi shall retain his and her 7.8%

d by such Beneficiaries in the Family
subject, in each case, to the terms of the

e
ts; (ii) the Beneficiaries shall be solely

terms and provisions of the applicab!

and similar agreements with respect

and, if requested, to enter into or confirm such agreement not to exercise any veto rights in an
amendment to the applicable operating or similar agreement as to (i) liquidation or other

-5-(FILED: NEW YORK COUNTY CLERK 05/06/2022 03:23 PM

INDEX NO.

NYSCEF DOC. NO. 25

153512/2022
RECEIVED NYSCEF: 05/06/2022

monetization of assets and to otherwise not object to or interfere with any sale or other
liquidation or monetization transaction for any such asset which the Creditors determine to be a

reasonable means of real

Beneficiaries shall receive the share of the net

are entitled in respect to
agreements; and (ii) any

they may directly or indirectly beneficially own in any Family Retainet
sold or otherwise transferred in a commercially reasonable manner so
as to maximize its value for all Parties.

Retained Entities shall be

Section 6. Dis,

transfer by the Credit

izing fair value for such asset; provided, furtl
roceeds from any such transaction to which they
e Family Retained Interests under the applicable operating and similar
rs or their designee of any equity interests that
Entities. The Family

osition of Assets of the BVS Group and the Estate:

(a)
Assets”) include, without
Ceruzzi Holdings, and al

including, but without limitation,
not, (including the remaining net

of the assets of the
the assets lis

proceeds

lerived from such assets,

up to $1,000,000 (subject

The Parties agree that,

to the contrary, any an

imitation, receival

‘urther directed solely by,

b)
acknowledge that
herein set forth.

they

c)
responsibility with res;
Property; provide
Date, as hereinafter

Property; and provide

Creditors of an executed contract for

remove their personal
relinquished any claim

connection with the sal

to be distributed or reimbursed

“Reserve”) for the expenses 0:
Connecticut Probate Courtand

subject
Effective Date, shall be reserved

claims and expenses have been
les, excess, i
any source whatsoever and any all o'
Creditors, and the Co-Executors shal

have no rig!

ect to the E
, however, that
lefined, to remove any of their personal
, further, however, that within thirty (30) days following
e sale of the Nantucket Property, the Beneficiaries shall
property from the Nantucket Property or shall be deemed to have
thereto. After April 30, 2022, Beneficiaries agree to make the Nantucket
Property available for viewings and other wise reasonably cooperate with
e of same.

ut exc
the Beneficiaries
‘ication by
administrat

to
to modi

to the terms
or the sole
s and/or of
resolved by

all fun

ther funds an
the Creditors Committee.

In confirmation of
t,

The B

le

‘urther
tion o
iii) Family Retained Interests as provide
of this Agreement, the Estate A
enefi
er assets remaining in
the Co:
any, remaining from the Reserves, surcharges and refunds

1 immediately pay, remit, and

title, claim, or interest in or to the Estate Assets, excey

eneficiaries shall be relieved o
state Assets, including, as of August 31, 2021, the Nantucket
Beneficiaries shall have sixty (60) days from the Approval
roperty from the Nantucket
notice from the

usetts Probate Estai
whether inventoried

to the Beneficiaries
ursuant to this Agreement, (ii) a reserve
order of the Connecticut Probate Court) (
the Estate as may be approved by

in S
ssets, aS 0:
of the Creditors. Notwithstanding any’
e Estate after all E

mnecticut Probate Court, including, wi

e benefit o:
same to, or

assets, shall be for the so!

distribute

the foregoing, the Bene!

t

all financial

the Creditors

er, however, that the

For the purposes of this Agreement, the Estate’s assets (the “Estate
limitation, interests in BVS, BVS Group, Ceruzzi Properties and
Connecticut and Massac
ted in Schedule A hereof),
rom the sale of any assets)
luding (i) the property already distribute

eS
or

including the income

or
of

e
the

ection 5 hereof.

the

ing
state
out
rom

ie
as

iciaries hereby

as

obligations and

in(FILED: NEW YORK COUNTY CLERK 05/06/2022 03:23 PM

INDEX NO. 153512/2022

NYSCEF DOC. NO. 25

(d)
in a manner consistent wii

agreed to by unanimous consent of

transfer of the Estate Asset
the Creditors and in a man
such assets free
Co-Executors and (ii) the
accordance with the Interc:
Lump-Sum Spousal Suppo:

(e)

rom interf

The distribution and transfer of
the Intercreditor A greement and

ts to speci:
mer such that (i) the Creditors shal
erence or the need to obtain the
roceeds of such liquidation shall be di
reditor Agreement and this Agreement, s

rt Payment

Any disposition (which, for

include payments made to
“Interim Disposal”) during
earlier of (i) the T
Approval Date shal
terms and with documen
consented to by the

Dis,
cos
with suc!
Creditors;
e Credit
services,
upon (as a]
costs ani
member
expenses
e case
expenses
Approval
e name

Credito:
Agreement

0.

0.

(

For purposes of this clause (i), “Prior Requisite Approval” means in relation

ermination Date

Required Creditors.

osal after the ded
ts and expenses that

‘tors Commi

expenses
the Creditors Committee if the incurrence of such fees, costs and

of and contro!

e Beneficiaries as provided herein) of
the period (the “Interim Period”)

tation that are consistent in al

(i)
luction of (a) the reasonable an
Interim Disposal and that have been
(b) the fees, costs and expenses that are
reports or
licable)

y the Creditors Committee as
lescribed in this clause (b) shi

has received Prior Requisite Approval (as defined
reserves to cover anticipated operating
in an amount (which may be zero) which has received Prior Requisite

BVS, cash

the “Net Disposal Proceeds”) shall be he
led by the Creditors Comm:

, Subject to a written unanimous approval

an amoun
received
(b) less

Required

any Interim Disposal or consummation of any Interim Disposal, the key terms
tter of intent relating to that Interim Disposal shall be circulated to

and/or le

Creditors Committee for review not less than ten (

the prior written unanimous approval of

Creditors.

in the aggregate (a) equal to or in exc

an $100,000.00, that has received the p:

(ii)

Prior to execution of any dei

the Creditors Committee, which may

al purpose entities owned and controlled
be able to direc’
consent of the Beneficiaries or

in accordance with this A greement.

e avoidance o:
from the Effectiv
(as defined in the Intercreditor Agreement) and (ii)

1 require written consent of the Required Creditors and be consummated on
material respec

ttee in connection with such Interim Dis;
locumentation for the benefit of and ca

rs who executed the Settlement Agreement an

RECEIVED NYSCEF: 05/06/2022

e Estate Assets shall be structured
is Agreement except as otherwise

e satisfied by
by one or more
t the liquidation

e
of
of
e
in
e

stributed
subject to

to the Creditors
the payment of

doubt, does not
any Estate Assets (each, an
e Date through the
the

ts with the terms

Any gross proceeds generated from any such Interim

d customary third-party fees,

are incurred by BVS Group or the Estate in connection

approved by the Required
incurred by any member of
osal with respect
able of reliance
a whole, provided that fees,
all only be reimbursed to a

low); and (c) in
costs, fees and

id in escrow in an account in
ittee and distributed pro rata
the Intercreditor
of the Creditors Committee.
to
ess of $100,000.00 that has
e Creditors Committee and
rior written approval of the

initive documents related to

le

earlier of the proposed (i) execution of any such

consummation of the Interim Disposal.

-7-

0) business days prior to the
efinitive documents and (ii)(FILED: NEW YORK COUNTY CLERK 05/06/2022 03:23 PM

NYSCEF DOC. NO. 25

(f)

INDEX NO. 153512/2022
RECEIVED NYSCEF: 05/06/2022

Notwithstanding the foregoing, with respect to a proposed sale and

swap transaction involving 380 Main Avenue, Norwalk Connecticut and 230 Cherry Street,

Milford, Connecticut (the “HD Main Transaction”), the net sale proceeds of tl

e HD Main

Transaction solely relating to the portion due to the Estate and which constitutes proceeds of

Estate Assets as opposed to proceeds of BVS assets shall be applied as follows:

(i)

$12,000,000 of the net proceeds shall be hel

d in escrow,

with an escrow agent mutually satisfactory to the Required Creditors, BVS

Group and

the Beneficiaries, to be distributed in accordance with

this Settlement A greement;

(ii)

Brown Ru

$390,000.00 of the net proceeds shall be
Inick and $24,287.50 of the net proceeds shall be

the terms of

listributed to
listributed to

Troutman Pepper, in each case, as counsel to the Creditors Committee, which
fees were incurred for professional services rendered to the Creditors Committee

and are currently
engagement letters;

(iii)
customary
in connection with
HD
controlled
of
for pro rata
Agreement and the
partial satisfaction of suc
interest set forth in Exhibi
that, notwii
the BVS Group who is no
(A) be entitled
(including economic) or g
been a Participating Credit
afforded to the
distributions as set forth
Documents (as defined in

e Creditors Committee and
distribution to each Credi
ntercreditor Ag

standing anything to

Participating Cre

lue and payable by the BVS Group pursuan

le a]

Creditor’s

a Participati

be on the Creditors

reater distri
r or (C) be

in the

Committee, (B) receive be'
utions than it would have re
entitled to any governance o

to existing

the remaining net proceeds (net of reasonable and
ird-party fees, costs and expenses that are incurred by BVS Group
ie HD Main Transaction and payments related to closing the
Main Transaction) shall be held in escrow in an account in the name of and
by the Creditors Committee, subject to a written unanimous approval
proval of the Connecticut Probate Court
tor who agrees to execute this Settlement
reement (each, a “Participating
claims in accordance with its percentage
A to the Intercreditor A greement; provided,
the contrary, any creditor of the Estate and/or
ng Creditor shall, under no circumstances,

Creditor”) in
owever,
ter treatment

ceived had it
r other rights

litors other than the economic right to receive
ntercreditor Agreement and

e Definitive

e Intercreditor A greement).

No
of

(9)
assets (or interests therein
Transaction (each, a “BVS

it being agreed that the HD
Majority.

Interim Dis|

Group Interim Dispo:

Main Transaction is

)OSal

twithstanding any!
the BVS Group,

incl
sal”), during the Interim Period
written consent of the Required Majority and be consummated on terms and with
that are consistent in all material respects with the

-8-

Any gross proceeds generated from any suc!
after the deduction of (a) the reasonable and customary third-

ing to the contrary, any disposition of any

uding, without limitation, tl

y approved and ratified by

e HD Main
shall require

locumentation
terms consented to by the Required Majority;
erel

the Required

BVS Group(FILED: NEW YORK COUNTY CLERK 05/06/2022 03:23 PM

NYSCEF DOC. NO. 25

notwithstanding any termination o

the Required
Disposal
consummate
Proceeds or

no creditor o
hold, receive

that creditor’
assets, other

Termination
an

un

ha

, then, provided suc!

BVS Group Interim Di:
Date) shall be distributed in acc

connection wi
orth in the immediately preceding
any disposal of the assets of BVS
priorities of the Initial Partici

ler their applicable Existing C
any lien or restraint of assets award

INDEX NO. 153512/2022
RECEIVED NYSCEF: 05/06/2022

party fees, costs and expenses that are incurred by BVS Group in connection

wil

Required Majority; (b) the

fees, costs and expenses

such BVS Group Interim Disposal and that have been approved by the

at are incurred by any

member of the Creditors Committee in connection with such BVS Group Interim

Dis,

osal with respect to services, reports or documentati

on for the benefit of and

capable of reliance upon (as applicable) by the Creditors Committee as a whole,
provided that fees, costs and expenses described in this

reimbursed to a member of

the Creditors Committee it

clause (b) shall only be
the incurrence of such

fees, costs and expenses has received Prior Requisite Approval (as defined in

Section 6(e)(i)); and (c) in
operating cos'
receive
shall be held in escrow in
Creditors Committee and

Settlement Agreement and
unanimous approval of th
Connecticut Probate Court.

(ii) Prior
any BVS Group Interim Dis;
Disposal, the
Disposal shall be circulated
ten (10) business days prior
such definitive
Disposal.

(h)

Notwithstandin

Creditors has been
in accordance wii
BVS Group Net Dis

ord
the Estate or the BV
and/or apply any Ne
ith any such Interim
s priority perfected c!
an in accordance wii

S Group

aim, jud

Group or
Date, and the distribui

never been entered into or (ii) after the Res'

locuments and (

the Intercre

an account in the name o
istributed pro rata to Cred

to the Creditors Committee f
to the earl

anything to the
itor A greement

g

or BVS Group

ier of the proposed (a) execu
)) consummation of the BVS Grou

contrary

, in the event that
given in relation to any Interim Disposal or BVS
Interim Disposal

e case of BVS, cash reserves to cover anticipated
ts, fees and expenses in an amount (which
Prior Requisite Approval (the “BVS Group Net Disposal Proceeds”)

may be zero) which has

and controlled by the
itors who executed the

the Intercreditor Agreement, subject to a written
e Creditors Committee and the approval of the

to execution of any definitive documents related to
osal or consummation of any BVS Group Interim
ey terms and/or letter of intent relating to that BVS Group Interim

or review not less than
tion of any
Interim

Interim

the applicable Req

fuired Creditors approval: (i

sal Proceed
sposal, as applicable (w!
lance with Secti

tion of such proceeds shall
ating Creditors
aim Documents
led to any of them and as a matter of law, as if this Agreement
tructuring Effective Date (as defined in the

Is, as applicab

on 6(e), (f)
] under any ci:

shal

|gemen

the Esi

hether received before or after

e, from that Interim Disposal

iii) and (g) as applicable; and
rcumstance be enti!

ar restraint
, except as

avoidance of dow

(as defined

-9-

in the Intercredi

the Terminati

ed to request,
Disposal Proceeds or BVS Group Net Disposal Proceeds in
Disposal or BVS Group Interim Disposal in accordance with
ien, charging order or simi

this Agreement. For the
sentence, Section 6 shall not apply to proceeds generate
tate or otherwise that are received (i) after
be solely governed by the rig
(as defined in the Intercreditor Agreement)
‘or Agreement),

of
set
by
the
hts(FILED: NEW YORK COUNTY CLERK 05/06/2022 03:23 PM

NYSCEF DOC. NO. 25

Intercreditor Agreement), and the distribution of such proceeds shall be governed by the
Intercreditor Agreement. Notwithstanding anything to the contrary herein, for the avoidance of
doubt, all proceeds distributed to one or more Creditors pursuant to this Agreement (1) are not
being, and shall not be deemed to be, distributed pursuant to any priority perfected claim, lien,
judgment, charging order or similar restraint of assets and (2) in the case of any Initial

Participating Creditor that
similar res
applied to
such Initia
restraint 0.
Agreement

the amounts owe

assets. The provisions of this
and the Intercreditor A greement

Section 7.

Third-Party Claims/Estate O

traint of assets against any member of the BVS Group or the Estate, shall firs'
to such Initial Participating Creditor in excess of the amount
Participating Creditor’s perfected clai

aim.

Seci

tion 6

as obtained a perfected claim, lien, judgment, charging order or

be
of
ilar
this

ien, judgment, charging order or sim:
h) shall survive the termination of

jections: The Beneficiaries (or any

individual member thereof) shall retain any
(excluding each of the Credii
however, that the pursuit 0:
Creditors or any of the E
Beneficiaries retain the right
but not limited to, any an
however, that (i
not result in any Liability to the Creditors
affect any of the agreements set forth in

otherwise affect
contemplated by this Section 7 are subject

judgment in favor of one or more of the B

state Assets

all accounting

tors, each of the E
any such claim shall not

challenge or object to

) any such action is not directe

and
state
or the PI

s filed in

or the Es'

is Agreement an
the agreement set forth in this Agreement; and

Section

eneficiaries against

recovery against the Credi
expense of the Estate.

Section 8. Mutual Release
(a)
the Beneficiaries shall execute a Mutual
“Mutual Re

with its terms.

(b)
shall be of no further force and effect as
survive the termination of this Agreement

Section 9.

at the
tate Assets or the P|

all claims they may have against any third-party

Assets and the Pledged Assets); provided,
create any liability or cost to any of the
edged Assets (“Liability”). Further, the
the actions of the Co-Executors, including,
the Connecticut Probate Court; provided,
Creditors or at the Estate itself; (ii) does
edged Assets, does not
does not restrain enforcement or
iii) the rights and limitations
Atno time shall a damage award
the Co-Executors be satisfied by

9 hereof.

tors or the Estate Assets or Ple

Not later than A pril 21, 2022, eac!
Release in the form
lease”) which shall only be deemed effective as of the Approval Date in accordance

To the extent the A pproval Date

iged Assets or be considered an

of the Creditors, the Trustee and
attached as Exhibit D hereto (the

loes not occur, the Mutual Release

any Party. The provisions of this Section 8(b) shall

and the Intercreditor A greement.

Connecticut Probate Court Approval/Retention of Jurisdiction/Fiduciary’s

Attorneys’ Fees: Pursuant to, and in accordance with, Conn. Gen. Stat. §§ 45a-376 through 45a-
380, the Parties shall expeditiously and jointly petition for an insolvency determination by the

Connecticut

Probate Court (the “Insolvency Determination’), an Order of Spousal Support (the

“Lump-Sum Spousal Support Order”), and an Order of Distribution (the “Distribution Order”)
from the Connecticut Probate Court, all of which shall be consistent with this Agreement and
shall include the approval of this Agreement; the Distribution Order shall (a) entitle any Creditor

of the Estat

-10-

e or the BVS Group (who are not otherwise a Party to this Agreement) the right to

INDEX NO. 153512/2022
RECEIVED NYSCEF: 05/06/2022(FILED: NEW YORK COUNTY CLERK 05/06/2022 03:23 PM INDEX NO. 153512/2022

NYSCEF DOC. NO. 25 RECEIVED NYSCEF: 05/06/2022

become a party to this Agreement (by executing a Joinder Agreement in the form attached as
Exhibit C hereof and the Mutual Release in the form attached as Exhibit D hereto (the “Mutual
Release”)) and to the Intercreditor Agreement (by executing a joinder agreement in the form
attached to the Intercreditor A greement), prior to the date of distribution and transfer of all Estate
Assets in accordance with 6(d) has been completed and (b) provide that, notwithstanding
anything to the contrary, any creditor of the Estate and/or the BVS Group who is not a
Participating Creditor shall, under no circumstances, (A) be entitled to be on the Creditors
Committee, (B) receive a better treatment (including economic) or greater distributions than it
would have received had it been a Participating Creditor or (C) be entitled to any governance or
other rights afforded to the Participating Creditors other than the economic right to receive
distributions as set forth in the Intercreditor Agreement and the Definitive Documents (as
defined in the Intercreditor Agreement). Nothing in this Agreement shall preclude any duly
appointed fiduciary of the Estate from seeking attorneys’ fees or similar costs as authorized by
law except as provided in Section 7 and as may be approved by the Connecticut Probate Court,
and such action and/or Connecticut Probate Court approval shall not constitute a breach of any
provision of this Agreement; provided, however, that all Parties’ rights are fully reserved to
object to any application or request seeking such attorneys’ fees or costs subject to the
limitations set forth in Section 7 hereof. The Creditors and the Beneficiaries shall cooperate with
each other in petitioning the Connecticut Probate Court for and otherwise support (i) the
Insolvency Determination; (ii) the Lump-Sum Spousal Support Order; and (iii) the Distribution
Order, all by the Connecticut Probate Court, in each case, as more fully set-forth in Section 10
hereof.

Section 10. Approval Date: The Parties agree to perform any services, preparation,
and execution of documents or take such actions as reasonably necessary to carry out the terms
and conditions of this Agreement, including, but not limited to, obtaining any approvals from the
Massachusetts Probate Court for the Nantucket Property, or any other steps or execution of
documents as may be reasonably requested by the Required Creditors or third parties in order to
vest good and marketable title to the Nantucket Property in the Creditors consistent with the
ntercreditor Agreement or as otherwise agreed to by unanimous consent of the Creditors
Committee (provided, however, that no such unanimous consent shall be in derogation of the
interests of the Beneficiaries as provided herein or in the Intercreditor Agreement). The Parties
‘urther agree to reasonably communicate and cooperate with one another in this regard. The
Parties further agree to jointly petition the Connecticut Probate Court for (i) the Insolvency
Determination; (ii) the Lump-Sum Spousal Support Order; and (iii) the Distribution Order no
ater than the earlier of (a) the date that is 10 days after the Effective Date and (b) April 1, 2022
or such later date as may be agreed by all the Parties in writing), approving this Agreement, the
ntercreditor Agreement and the transactions contemplated thereunder and by this Agreement.
The Parties agree that the “Approval Date” shall be deemed the last date on which (A) each of
the following have been entered by the Connecticut Probate Court and has become final and non-
appealable: (1) the Insolvency Determination; (2) the Lump-Sum Spousal Support Order; and
3) the Distribution Order; and (B) the transactions contemplated by paragraph 6(d) herein have
occurred, in each case, subject to the Intercreditor Agreement not having terminated pursuant to
the terms thereof prior to the occurrence of either (A) and/or (B) above. The Parties agree to
work together to achieve a resolution of any disputed matters prior to the Approval Date. Ifa
resolution is not achieved, the Parties agree to submit such disputed matter to the Connecticut
Probate Court, with the right of appeal therefrom. Except for Section 6(h), if (I) the Approval

-11-(FILED: NEW YORK COUNTY CLERK 05/06/2022 03:23 PM

NYSCEF DOC. NO. 25

Dat

Estate is determined to be insolvent

be agreed

(i) shal
amounts e:

entitlement
un
remedies

take all ac
incl
Party’s rig

Seci
an
the entire
Agreement

the
in
the Parties
Mutual Rel

Parties

Seci
construed,
of any kin

Seci

deemed ma

the State o:

Seci

Connecticut

Seci

object to any application or re

SCTOW
Connecticut Pro:
acknowledged that the Parties are

lertakings, an

tions
uding without

the Intercred

venue of the Connecticut Probate Court on all
has jurisdiction. If the Connecticut Probate Court lacks jurisdiction, the Parties
the non-probate courts of the State of Connecticut and/or the federal courts located in the State o:
egal proceedings arising out of, or related

Notwithstanding anything to

y the
by all the Parties in writing), or (I
is terminated pursuant to the terms

listributed as the Connecticut
ed pursuant to Paragraph 6(

ate Court or such other court o
enti
of such amount, and
agreements under
at it would have had, had it no
at it would have been entitle
limitation, with respect
ts and remedies shall be restore

entered into

Oo any and

te does not occur as set forth above within one hundred and fifty (150) days of the date tl
Connecticut Probate Court (or such lat
) prior to the Approval Date,
thereof, this Agreement shall
as to any Party and the $12,000,000 escrowed in accordance
Probate Court shall determine
(iii), 6(g) or 6(h) shall be dis
competent jurisdiction shall

ed to make appropriate represen’
be rel
this Agreement and shall hav
this Ag
e had it not entered into
1 claims and causes 0

to tal
al

to si

tion 11.

or affect any express provision of thi:

ease.
Nol

tion 12. No Admission:

whatsoever by or on behalf of the
tion 13. Governing Law: The
de and entered into in the State of

tion 14. T.

urisdiction/V enue:

with respect to all

tion 15.

Entire Agreement: Except as 0!
itor Agreement of even date herewith

agreement among the Parties pertaining
, the Intercreditor Agreement and the Mutual
contemporaneous agreements and understandings, whether wri
in connection herewith. Any covenants, re
‘is Agreement, the Intercreditor Agreement or the Mutual Release shall not be binding upon

tatus quo ani

and

s Agreemen

ing contained herein is intended or s!
directly or indirectly, as an admission or concession of liability, fault, or wrongdoing
Parties.
Parties acknowledge that this Agreement shall be
Connecticut and shall be governed by the
Connecticut, without regard to its conflict of laws provisions.

e Parties hereby submit
matters for which the Connecticut Probate Court

Costs, Expenses and Attorneys’ Fees:

erwise

resentations, or conditions not ex)

e
ter date as may
e Intercreditor
e of no further
with Paragraph
and any other
tributed as the
termine, it being
tations as to the
ts commitments,
e the rights and
hall be entitled to
is Agreement,
action, and each

el

eased from i

reement, and s!

e.

rovided herein, this Agreement,

the Mutual Release, shall constitute

o the subject matter hereof, and this

Release supersede all prior and
tten or oral, implied or actual, of
ressed

, the Intercreditor A greement or the

-1

rom any alleged breach of this Agreement, the prevailing Party in such litigation shall be
entitled to recover its reasonable costs and expenses, including reasonable
the contrary herein, nothing herein shal
fiduciary’s right to seek attorney’s fees and costs as authorized by law and as may be approve
y the Connecticut Probate Court; provided, however, that all Parties’ rig!
luest seeking such attorneys’ fees or costs. For

2-

all be

aws 0!

the jurisdiction an
ereby submit to
‘0, this Agreement.
In the event of litigation arising

attorneys’ fees.
l alter any appointed

its are fully reserved to

the avoidance o:

INDEX NO. 153512/2022
RECEIVED NYSCEF: 05/06/2022(FILED: NEW YORK COUNTY CLERK 05/06/2022 03:23 PM INDEX NO. 153512/2022

NYSCEF DOC. NO. 25 RECEIVED NYSCEF: 05/06/2022

doubt, unless otherwise provided herein, the Beneficiaries shall be responsible for their own fees,
costs and expenses, including, without limitation, legal and other professionals’ fees and
expenses, in connection with the negotiation, execution and consummation of this Agreement
and the transactions contemplated hereby.

Section 16. Counterparts: This Agreement may be executed and delivered in multiple
counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument.

Section 17. Headings: Section headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.

Section 18. | Advice of Counsel; No Reliance: Each of the Parties acknowledges and
agrees that it has obtained the advice of counsel before entering into this Agreement and is not
relying upon any other Party concerning this Agreement or any aspect of the transactions
contemplated herein. No Party is relying upon any statement, advice, counsel, disclosure or
representations of any other Party or such other Party’s counsel other than as expressly set forth
in this Agreement.

Section 19.  Authorization/No Assignment of Claims: Each Party represents and
warrants that such Party has full right, power and authority to execute this Agreement and to
perform the promises made hereunder, and that the person executing this Agreement on behalf of
such Party is authorized to bind such Party. Each Party further represents and warranties that it
has not transferred or assigned to any other entity or person the Claims released pursuant to this
Agreement.

Section 20. Amendments, Waivers, Modifications: No amendment, modification or
waiver of any of the provisions of this Agreement shall be effective unless the same shall be in
writing and signed by the Party or Parties against whom it is to be enforced, and then such
amendment, modification or waiver shall be effective only in the specific instance and for the
specific purpose for which it is given. The failure of any Party to enforce any provision of this
Agreement in the event of a breach shall not constitute a waiver of the breach or a waiver of any
remedy available to the non-breaching Parties.

Section 21. Construction of Agreement: This Agreement shall not be construed more
strictly against one Party on the grounds that it, or any part of it, may have been prepared by one
Party or another, it being recognized that this Agreement is the result of arm’s length
negotiations between the Parties and all Parties have contributed substantially and materially to
the preparation of this Agreement. In the event of any conflict between any of the terms of this
Agreement and any of the terms of the Intercreditor Agreement as they relate to the Creditors,
the terms of the Intercreditor Agreement shall control. In the event of any conflict between any
of the terms of this Agreement and any of the terms of the Intercreditor A greement as they relate
to the Beneficiaries, the terms of this Agreement shall control.

-13-(FILED: NEW YORK COUNTY CLERK 0570672022 03:23 PM INDEX NO. 153512/2022
NYSCEF DOC. NO. 25 RECEIVED NYSCEF: 05/06/2022

Section 22. Severability: If any provision of this Agreement is found to be invalid by
any judicial, administrative or other governmental authority, local, state or federal, the invalidity
of such provision shall not affect the validity of any other provision hereof.

Section 23. Notices. Any notice required or permitted under this Agreement shall be
sent by a nationally recognized overnight courier to the Parties’ designated representatives at the
addresses set out below or such other addresses or representatives designated by a Party by
written notice from time to time listed on the signature pages hereto.

Section 24. Signatures: A signature exchanged by facsimile or by electronic means
shall have the same effect as an original signature; provided, however, that, for purposes of
record keeping only, each Party shall deliver to the other Parties an executed version of this
Agreement with that Party’s original signature within seven (7) days of the Effective Date.

Section 25. Binding Effect: This Agreement shall be binding on the Parties and their
respective heirs, successors and assigns, upon the Effective Date, subject to Connecticut Probate
Court approval.

Section 26. Save in relation to fraud, gross negligence or misconduct, the Co-
Executors and BVS Group and their respective officers, directors, managers and professionals
shall be relieved of all claims and/or liabilities for any transactions or occurrences covered by
this Agreement or the Intercreditor A greement from the Effective Date through the earlier of the
Approval Date and the Termination Date, provided the Co-Executors and BVS Group, as
applicable abide by the terms of this Agreement, the Intercreditor Agreement, and all Orders of
the Connecticut Pro