SETTLEMENT AGREEMENT

This settlement agreement (the “Agreement”) is made and entered into as of the last date 

set forth on the signature pages below, by and between NICOLE TESTA MEHDIPOUR, solely 

in her capacity as Chapter 7 Trustee of the bankruptcy estate of Bathrooms Plus, Inc. (the 

“Debtor”), and ZEPHYR AIRCRAFT ENGINES, INC. (“Zephyr” and, together with the Chapter 

7 Trustee, the “Parties” or, individually, a “Party”). The Parties hereby agree as follows: 

RECITALS

WHEREAS, on January 31, 2020 (the “Petition Date”), the Debtor filed a voluntary 

petition for relief under Chapter 7 of the Bankruptcy Code (the “Bankruptcy Case”); and 

WHEREAS, NICOLE TESTA MEHDIPOUR is the Chapter 7 Trustee is the duly 

appointed Chapter 7 Trustee in the Bankruptcy Case (the “Chapter 7 Trustee”); and 

WHEREAS, on April 1, 2022, the Chapter 7 Trustee filed an adversary proceeding against 

Zephyr, initiating Adv. Case No. 22-01134-MAM (the “Adversary Proceeding”); and 

WHEREAS, the Parties have engaged in settlement discussions concerning the claims 

alleged in, and likely defenses relating to, the Adversary Proceeding; and 

WHEREAS, the Parties are willing to enter into this Agreement to resolve finally the 

matters settled herein, among other reasons, to avoid the attendant expense, risk, difficulties, 

delays, and uncertainties of litigation. 

SETTLEMENT TERMS

NOW, THEREFORE, in consideration of the releases and promises set forth below, and 

for other good and valuable consideration, the receipt and sufficiency of which is hereby 

acknowledged, the Parties agree as follows: 

1. Recitals. The Parties acknowledge and agree that the recitals set forth above are 

true, are incorporated by reference and are explicitly made part of this Agreement. 

2. Payment by Zephyr. In full and final settlement of the Adversary 

Proceeding, Zephyr will pay the Chapter 7 Trustee the total sum of $12,000.00 (the “Settlement 

Payment”), payable within ten (10) days after the Court enters an order approving this Agreement. 

The Settlement Payment shall be made via a certified check, made payable to Nicole Testa 

Mehdipour, Chapter 7 Trustee of the bankruptcy estate of Bathrooms Plus, Inc., or by wire transfer 

of immediately available funds to an account designated in writing by the Chapter 7 Trustee or 

Chapter 7 Trustee’s counsel. 

3. Binding Upon Effective Date. Upon receipt of the Settlement Payment by Chapter 

7 Trustee, this Agreement shall become effective and binding upon the Parties (the “Settlement 

Effective Date”). If the Settlement Effective Date does not occur, this Settlement Agreement shall 

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be deemed null and void and of no force or effect. 

4. General Release and Waiver of Parties. Exclusive of the obligations, 

requirements, and duties expressly set forth in this Agreement, the Chapter 7 Trustee, solely in 

her capacity as Chapter 7 Trustee of the bankruptcy estate of Bathrooms Plus, Inc., and Zephyr 

for themselves, their agents, officers, directors, legal representatives, attorneys, subsidiaries, 

affiliates, successors, heirs, and assigns, fully and unconditionally waive, release, remise, and 

forever discharge each other from all known and unknown claims or causes of action, suits, debts, 

sums of money, accounts, covenants, bonds, obligations set forth in contracts, controversies, 

obligations set forth in agreements, promises, damages, expenses (including attorneys’ fees and 

costs), claims and demands whatsoever, both in law and in equity ever had, now has, or may have 

against each other by reason of any matter, cause or thing whatsoever, from the beginning of time 

to the date of this Agreement arising out of or in any way relating to the Bankruptcy Case or the 

Adversary Proceeding; provided, however, that (i) this release shall not constitute or be deemed 

to constitute a release or waiver of any of the rights obtained by, or any of the obligations imposed 

upon, the Parties pursuant to this Agreement; (ii) the Chapter 7 Trustee’s release of Zephyr 

pursuant to this provision shall not be effective unless and until Zephyr timely pays the Settlement 

Payment to the Chapter 7 Trustee; and (iii) this release shall not constitute or be deemed to 

constitute a release or waiver of any rights against any third parties. 

5. Best Efforts. The Parties and their counsel shall use their best efforts to effectuate 

the settlement of the stated terms and conditions set forth herein. 

6. Jurisdiction. The Parties expressly agree that the Court in which the Bankruptcy 

Case was filed shall retain exclusive jurisdiction for the purposes of enforcing the terms of this 

Agreement. The Parties hereby consent to the Bankruptcy Court’s entry of a final order with 

respect to any such dispute. 

7. Good Faith. These settlement negotiations have been undertaken by the Parties in 

good faith and for settlement purposes only, and neither this Agreement nor any evidence of 

negotiations hereunder, shall be offered or received in evidence in any action or proceeding for 

any purpose, other than in an action or proceeding to enforce this Agreement. 

8. No Admission of Liability. Each Party enters into this Agreement without 

admitting any liability or conceding any allegations not already expressly admitted. This 

Agreement and its provisions shall not be offered or received in evidence in any action or 

proceeding as an admission or concession of liability or wrongdoing of any nature on the part of 

any Party except that it may be offered and received in evidence solely to enforce this Agreement. 

9. Entirety of Agreement. This Agreement, including any exhibits, annexes and/or 

schedules hereto, constitutes the entire agreement between and among the Parties concerning the 

subject matter of this Agreement and supersedes all prior negotiations, agreements, and 

understandings, whether written or oral, between and among the Parties concerning the subject 

matter of this Agreement. Each of the Parties hereto acknowledges that it is executing this 

Agreement without reliance on any representations, warranties, or commitments other than those 

representations, warranties and commitments expressly set forth in this Agreement. 

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10. Dismissal of Adversary Proceeding. Subject to the occurrence of the Settlement 

Effective Date, the Chapter 7 Trustee shall voluntarily dismiss the Adversary Proceeding with 

prejudice. 

11. Amendments or Modifications. No amendment, change or modification of any of 

the terms, provisions or conditions of this Agreement shall be effective unless made in writing and 

signed by the Party against whom such amendment, change or modification is sought to be 

enforced. Waiver of any provision of this Agreement shall not be deemed a waiver of future 

compliance therewith and such provisions shall remain in full force and effect. 

12. Fees and Expenses. Each Party shall be responsible for its own fees and expenses 

in connection with the Adversary Proceeding, including attorney fees and expenses in connection 

with the settlement described in this Agreement. 

13. Divisions and Headings. The division of this Agreement into sections and 

subsections and the use of captions and headings in connection therewith are solely for 

convenience and shall have no legal effect in construing the provisions of this Agreement. 

14. Choice of Law. The validity, construction, and enforceability of this Agreement 

shall be governed and controlled by the application of the laws of the State of Florida. 

15. Severability of Provisions. If any provision of this Agreement shall be held 

invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining 

provisions of this Agreement shall not be impaired thereby. 

16. No Effect. If the Bankruptcy Court does not approve this Agreement, then the 

Agreement shall be of no further force or effect, and the Parties shall be restored to their rights as 

they existed prior to the execution of this Agreement. 

17. Breach of this Agreement. If any Party breaches this Agreement by failing to 

fulfill any of their respective obligations, the non-breaching Party will have the right to sue the 

breaching Party for damages incurred as a result of a breach of this Agreement. In any action 

relating to any breach of this Agreement, the Agreement may be asserted both as a defense and as 

a counterclaim or crossclaim. 

18. Expenses for Enforcement. To the extent allowed by the documents and 

applicable law, if any action or proceeding is brought to enforce or interpret this Agreement, the 

prevailing Party, in addition to all other legal or equitable remedies possessed, shall be entitled to 

be reimbursed for all costs and expenses, including reasonable attorneys’ fees incurred by reason 

of such action or proceeding. 

19. Successors and Assigns. This Agreement will be binding upon and inure to the 

benefit of the parties hereto and their respective permitted successors, assigns, heirs, devisees, 

executors, administrators, affiliates, representatives, assigns, officers, agents, and employees 

wherever the context requires, or admits. 

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20. Construction of Agreement. This Agreement is the product of negotiations 

between the Parties, and the enforcement or interpretation of this Agreement is to be interpreted 

in a neutral manner; and any presumption with regard to interpretation for or against any Party by 

reason of that Party (or its counsel) having drafted or caused to be drafted this Agreement or any 

portion of this Agreement, shall not be effective in regard to the interpretation of this Agreement. 

21. Representations and Warranties. Each Party executing this Agreement 

represents and warrants that he or she is duly authorized to execute this Agreement, has all 

requisite power, authority, and approval required to enter into, execute, and deliver this 

Agreement, including the releases given in this Agreement, has read this Agreement, fully knows 

and understands its contents, voluntarily executed this Agreement, and has had the opportunity to 

consult with counsel before executing this Agreement. 

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

each of which shall be an original and enforceable against any Party who signed it, but all of 

which together shall constitute one and the same document. A facsimile or scan of a signed copy 

of the Agreement shall serve as an original executed copy for all purposes. 

23. Agreement to Further Cooperate. Each Party represents that they will cooperate 

with each other to fulfill the terms and conditions of this Agreement. The Parties agree to take 

such additional action, including the execution and delivery of any additional documents, 

necessary or desirable in the reasonable opinion of any other Party to effectuate the provisions 

and spirit of this Agreement. 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date(s) 

set forth below. 

NICOLE TESTA MEHDIPOUR, in her 

capacity as Chapter 7 Trustee 

By: 

Printed Name: Nicole Testa Mehdipour 

Date: 

 

ZEPHYR AIRCRAFT ENGINES, INC. 

By: 

Printed Name: 

Title: 

Date: 

6/14/2022

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