Case LSS Doc 2098 Filed 12/10/18 Page 1 of 2

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1 Case LSS Doc 2098 Filed 12/10/18 Page 1 of 2 IN THE UNITED STATES ~3ANKRUPTCY COURT FOR THE DISTRICT OF DELAVVAI~E In re: ~~IZr ~,?QUII? n T?N~, LLC, et crl., l Debtors. Chapter 11 Case No (LSS) (Jointly Administered) Related Docl~et No SC LIQUIDATING Z, LLC f/k/a SPORT CHALET, LLC, v. Plaintiff, Quality Trailer Products, LP, Logitech, Inc.; Jaybird LLC, Luxottica USA LLC, Marucci Sports, LLC, Penske Logistics LLC, Employbridge, LLC d/b/a Select Staffing, Adv. Proc. No (LSS) Related Docket No. 14 Adv. Proc. No (LSS) Related Docket No. 9 Adv. Proc. No (LSS) Related Docket No. 9 Adv. Proc. No (LSS) Related Docl~et No. 10 Adv. Proc. No (LSS) Related Docket No. 22 Adv. Proc. No (LSS) Related Docket No. 22 Defendants. 1 The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: VRG Liquidating, LLC (f/k/a Vestis Retail. Group, LLC) (1295); VRF Liquidating, LLC (f/k/a Vestis Retail Financing, LLC) (9362); EMSOC Liquidating, LLC (f/wa EMS Operating Company, LLC) (2061); V1H Liquidating, LLC (f/wa Vestis IP Holdings, LLC) (2459); BS Liquidating, LLC (f/k/a Bob's Stores, LLC) (4675); EMSA Liquidating, LLC (f/k/a BMS Acquisition LLC) (0322); SC Liquidating 2, LLC (f/k/a Sport Chalet, LLC) (0071); SCVS Liquidating, LLC (f/k/a Sport Chalet Value Services, LLC) (7320); and SCTS Liquidating, LLC (f/k/a Sport Chalet Team Sales, LLC) (801.5). The Debtors' executive headquarters are located at 160 Corporate Court, Meriden, CT DOCS DE: /002

2 Case LSS Doc 2098 Filed 12/10/18 Page 2 of 2 NOTICE OF FILING OF EXHIBIT SETTLEMENT AGREEMENT REGARDING DEBTORS' SECOND OMNIBUS MOTION PURSUANT TO FED. R. BANKR. P FOR AN ORDER APPROVING SETTLEMENTS PLEASE 'TAKE NO'T'ICE that on November 30, 2018, VRG Liquidating, LLC and its affiliated debtors and debtors in possession (collectively, the "Debtors") in the abovecaptioned chapter 11 cases, filed the Debtors' Second Omnibus Motion PuNsuant to Fed. R. BankN. P for an OrdeN Approving Settlements (the "Motion") [Docket No. 2093]. PLEASE TAKE FURTHER NOTICE that attached hereto is the following executed settlement agreement that was intentionally omitted as an exhibit to the Motion: Exhibit F Employbridge, LLC d/b/a Select Staffing Settlement Agreement. PLEASE TAKE FURTHER NOTICE that to the extent there are any inconsistencies between the summaries of the settlement agreement provided in the Motion and the actual terms of the settlement agreement attached hereto, the actual terms of the settlement agreement shall control. Wilmington, Delaware Dated: December 10, 2018 PAC~IULSKI STANG ~IEHL ~4i 301e1E~ ALP /s/joseph M. Mulvihill Laura Davis Jones (DE Bar No. 2436) Andrew W. Caine (CA Bar No ) Joseph M. Mulvihill (DE Bar No. 6061) 919 Narth Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware (Courier 19801) Telephone: (302) Facsimile: (302) ljones@pszjlaw.com acaine@pszjlaw.com j mulvihill@pszj law, com Special Cozsnsel to the Debtors and DebtoNs in Possession DOCS DE:222253: /002 2

3 Case LSS Doc Filed 12/10/18 Page 1 of 11 EXHIBIT F SETTLEMENT AGREEMENT WIZ H EMPLOYBRIDGE DOCS DE /002

4 Case LSS Doc Filed 12/10/18 Page 2 of 11 SETTLEMENT AGREEMENT AND MUTUAL RELEASE This Settlement Agreement end, hii!tas~l Rel~c~se (the "Settlen~ci~t A~rcemenY") is entered in~v ay aiiu v~~v~~rx nlain~iff, ~~ LiKai~ating 2, I,T ~ (thp "Pi~ititi~'f'~, c~n~ nfthe debtors in the VRG Liquidating, LLC, et al. bankruptcy case (Case No ) (LSS})(collectively, the `ai3e~t~r~"),i an the one hand, and Employbridge, LLC (the "I~efend~~it"), on the other hand. The Defendant and the Plaintiff may be referenced herein collectively, as the "I'~rties" and/or each as a "P~." ~3~ck r~ ~ WHEREAS, on April 18, 2016 (the "P~titic~a~ D~t~"), the Debtors each commenced a case (the `~Cha~tcaz~ I ~ C~~es") by filing a voluntary petition for relief in the United States Bankruptcy Court for the District of Delaware (the "Court") under chapter 11 of title 11 of the United States Code (the "~3dnk~u~atc~God~"); and WHEREAS, the Plaintiff is one of the Debtors in the Chapter 11 Cases; and WHEREAS, the Plaintiff and Defendant had various business relationships prior to the Petition Date; and WHEREAS, on April 1.6, 2018, Plaintiff filed the Complaint for Avoidance and Recovery of Prefer~rztaal ~'ransfers Pursuant to I1 U. S C. ~,~ S47 & SSO (Adv. Case No. 18- X0394 ("Auv~~ ry :~rc~c~ e~i~n~"}, alleging preferential transfers in the amount ~f $65, to The Debtors and the Sast four digits of their respective federal taxpayer identification numbers are as follows: VRG Liquidating, LLC (f/k/a Vestis Retail Group, LLC) (1295}; VRF Liquidating, LLC (f/k/a Vestis Retail Financing, LLC) (9362); EMSOC Liquidating, LLC (f/k/a EMS Operating Company, LLC) (2061); VIH Liquidating, LLC (f/!c/a Vestis IP Holdings, LLC) (259); BS Liquidating, LLC (f/k/a Bob's Stores, LLC) (4675); EMSA Liquidating, LLC (f/k/a EMS Acquisition LLC) {0322); SC Liquidating 2, LLC (:F/k!a Sport Chalet, LLC) (0071); SCVS Liquidating, LLC (f(k/a Sport Chalet Value Services, LLC) (7320); and SCTS Liquidating, LLC (f/k/a Sport Chalet Team Sales, LLC) (8015). The Debtors' executive headquarters are located at 160 Corparate Court, Meriden, CT bocs LA: /002

5 Case LSS Doc Filed 12/10/18 Page 3 of 11 Defendant (the "Fr~feren~ial Transfers") made by the Plaintiff during the 90-day period prior to the Petition Date; and vjrie~as, rater trap ~crxtinue ~.-ith ~itigut~~n eq~~e!-tzing th.p I'~'?ferPntial Transfers, the Parties engaged in good faith, arms' length negotiations to resolve the Preferential Transfers in their entireties; and NOW THEREFORE, fox good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree that: Recitals. The recitals set forth above are incorporated herein by reference. 2. Settlement Amount. Within two weeks after Defendant receives a fully executed copy of this Settlement Agreement and a completed W-9 form from the Plaintiff, Defendant shall pay to the Plaintiff the total sum of Seven Thousand Two Hundred and fry ($7,250.00) United States dollars in full and complete settlement of the Preferential Transfers, including attorneys' fees and costs associated with the Plaintiff's demand (the "Settlenl~nt Amount"). The Settlement Amount shall be wired in accordance with the attached instructions. 3. Settlement Effective Date. The effective date of this Settlement Agreement and all of its terms shall be the date upon which all of the following have occtu~red: (i} en"cry of an order of the L~anlcruptey ~ou~-t apprmvi~g this Battlement Ag:~~ement; and (ii) the Plaintiff receiving the Settlement Amount in good funds (the "S ~ttl~rt~er~t Effective Date") 4. Plaintiff s Limited Release. On the Settlement Effective Date, the Plaintiff Releasees (as defined below) shall be deemed to have irrevocably and unconditionally, fully, finally and forever waived, released, acquitted and discharged Defendant, its attorneys, accountants, fuiancial advisors, directors, employees, officers, parents, agents, subsidiaries, DOC3 LA: /002 2

6 Case LSS Doc Filed 12/10/18 Page 4 of 11 affiliates, divisions, and the successors and assigns of any of them (collectively, the "~~f~ndant ~~~l~~sees") from an.y end all claims, manner of ~ctions5 ~~~s~s of action; suits, costs, debts, iiabiii~ies, ~~ii~a~i~~~s, dues, ~urras :,f rnaney~, 2~~u~a~±s, reckonings, b~n~s, hi11_s, sr~~ialtres; covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions and demands whatsoever, of whatever kind or nature, whether known or unknown, suspected or unsuspected, in law or equity, which the Plaintiff has, have had, may have or may claim to have against the Defendant Releasees in connection with the Preferential Transfers. 5. Defendaat's Limited Release. On the Settlement Effective Date, the Defendant Releasees shall be deemed to have irrevocably and unconditionally, fully, finally and forever waived, released, acquitted and discharged the Debtors, their past or present attorneys, accountants, financial advisors, directors, employees, officers, parents, agents, subsidiaries, and the successors and assigns of any of them (collectively, the "Plaintiff ~Ze~e~secs"), from any and all claims and manner of actions, causes of action, suits, cots, debts, liabilities, obligations, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions and demands whatsoever, of whatever kind or nature, whether known or unknown, suspected or unsuspected, in law or equity, v hich Defendant?teleasee has, has Jhad, may have or may claim to have against any of the Plaintiff Releasees in connection with the Preferential Transfers; provided that any other claims of the Defendant Releasees may have are expressly preserved, including but not limited to (i) claims against the Debtor's bankruptcy estates, and (ii) claims airing under 11 U.S.C, 502(h). DOCS LA: /002

7 Case LSS Doc Filed 12/10/18 Page 5 of Bankruptcy Court Approval. Following the Parties' execution of this SettleYnent Agreement, the Plaintiff shall move for approval of this Settlement Agreement by the ~sanxruptcy Couri pursuari~ t~ r~d~i~ii 2uies ~f ~an~aptcy nra:,~~u~~ O: R. TJr~til end ~,zn?e~s the Bankruptcy Court enters an order of approval, this Settlement Agreement shall have no binding effect. Dismissal of Adversary Proceeding. Promptly after the Settlement Effective Date, the Plaintiff shall file with the Bankruptcy Court a Stipulation of Voluntary Dismissal pursuant to Rule 7041 of the Federal Rules of Bankruptcy Procedure, substantially in the form attached hereto as ~xltii~it ~:, dismissing the Adversary Proceeding with prejudice. Nonoccurrence of Settlement Effective Date. Notwithstanding anything contained herein to the contrary, if the Settlement Effective Date does not occur, (a) this Settlement Agreement and all of the terms and provisions of this Settlement Agreement, other than this sentence, shall be null and void and of no force and effect, (b} each of the Parties shall be returned to the Parties' position status quo ante, (c) the Parties reserve all of their respective rights, claims, and defenses with respect to all of the matters set forth herein, (d) this Settlement Agreement shall constitute an offer to compromise within the meaning of Rule 408 of tk~e Federal Rule of Evidence, and (~) nothing herein can be used against either Party. ~Tb Tf ~Y1S~8I' O~ CY~iiit3 f9p iti~~p~s~a. The Parties represent and warrant that they have not sold, pledged, or otherwise assignad or transferred, in whole or in part, any interest in any of the claims covered or otherwise implicated by this Settlement Agreement. 10. No Admissions. This Settlement Agreement is not and shall not in any way be construed as an admission by the Parties of any allegations made in connection with any demand or the Preferential Transfers. DOGS LA; /002 4

8 Case LSS Doc Filed 12/10/18 Page 6 of Expenses. The Parties shall bear their own costs, expenses, and attorneys' fees incurred to date in conneetion with this Settlement Agreement. In the event of any dispute in con~eciic~n ~iui iiie eiiiuicgiiicnt of triis ~~tti~~'r~ertt Agr~~m..n~, tree prevailing P~;~y ~h~ll be entitled to its reasonable attorneys' fees, costs and all necessary disbursements and out-of-pocket expenses, whether statutorily approved or non-approved costs, incurred in connection with such action or proceeding, as determined by the Court. 12. Severability. The Parties agree that if any provision of this Settlement Agreement is determined by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall not be a part of this Settlement Agreement. The legality, validity and enforceability of the remaining provisions shall not be affected by a provision of this Settlement Agreement that is illegal, invalid, or unenforceable. 13. Miscellaneous. (a) Neither this Settlement Agreement, nor any statement made or action taken in connection with the nega~iation of this Settlement Agreement, shall be offered or received in evidence or in any way referred to in any legal action or administrative proceeding among or between the Parties hereto, other than as maybe necessary (i) to obtain approval of and to enforce this Settlement A.greem_ent (including the mutual releases contained herein) or (ii) to seek daynages of inju~~ctive relief ire con~ectian therewith. (b) Each of the Parties hereto shall execute and deliver any and all additional papers, documents and other assurances, and shall do any and all acts and things reasonably necessary or appropriate in conjunction with the performance of each of the Parties' respective obligations hereunder. DQCS LA: /002

9 Case LSS Doc Filed 12/10/18 Page 7 of 11 (c) Na provision of this Settlement Agreement is intended to confer any rights, benefits, remedies, obligations or laabilities hereu~~~r ~~pon any person c~t~~r thin the Far9.ies ize~=g~~i aiid ii eii ics~citiv~ SuC~cSSviS~ titio ~~'u.1 ;:.ff ~: ~0^u3~dS~ 3T:~ t~:~ n~~~*:d~nt Releasees. (d) This Settlement Agreement shall be governed by and construed in accordance with the law of the State of Delaware without regard to any choice of law provisions. (e) This Settlement Agreement tnay be signed in counterpart originals and delivered by facsimile or , which, when fully executed, shall constitute a single original. (fj The United States Bankruptcy Court for the District of Delaware shall retain exclusive jurisdiction (and the Parties consent to such retention of jurisdiction) with respect to any disputes arising from or related to, or other actions to interpret, administer or enforce the terms and provisions of, this Settlement Agreement. (g) Any statute or period of limitations, statutes of repose, or other timebased limitations ar defenses, whether at law, in equity, under statute, contract, or otherwise (including, but not limited to, the doctrine of laches or waiver), which might be asserted as a time bar and/or limitation in connection with the Preferential Transfers is hereby tolled until the Settlement effective Date. Nothing in this Settlement Agreement shall operate to revive or extend the time for filing any claim that is n6w time barred or barred by any applicable statute or period of limitations, statutes of repose, or other time-related defense as of the date this Settlement Agreement is executed as set forkh below. (h) Each person or entity who executes this Settlement Agreement on behalf of another person or entity represents and warrants that he, she, or it is duly authorized to execute this Settlement Agreement on behalf of such person or entity, has the requisite authority I70CS LA: /002 6

10 Case LSS Doc Filed 12/10/18 Page 8 of 11 to bind such person or entity, and such person or entity has full knowledge of and has consented to this Settlement Agreement. The representations ~a~d warranties set forth in this paragraph j11q~~.s'~1~'v 1vG G`+~V4~~'1Vn l`~ii L~~.~ ~3v~~fviiZ~'i~~ i1~~~i.piilif.+ii i.. {i) In executing the Settlement Agreement, each of the Parties represents and warrants, for itself, that: (a) it does so with full knowledge of its available rights, (b) it is not relying and has not relied upon any representations made by any person with regard to the Settlement Agreern.ent, other than any written representations and agreennents contained herein, (c} it has had available to it such information as it or its counsel considered necessary to making an informed judgment concerning the Settlement Agreement, and (d) it has conducted such investigation as it or its counsel deemed appropriate regarding the settlement and its rights and asserted rights in connection with the matters that axe the subject of the Settlement Agreement. (j) The Paz-ties acknowledge that this Settlement Agreement constitutes the enti~ e agreement between the Parties with respect to the subject matter hereof, and all prior agreements, negotiations and understandings with respect to the subject matter hereof are canceled and superseded by this Settlement Agreement. (k) This Settlennent Agreement shall not be modified, altered, amended or vacated without the v~ritten consent of all parties hereto or order of the Court. (1) This Settlement Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Parties hereto, the Plaintiff Releasees, and the Defendant Releasees. (m) The Parties each agree to indennnify the other for any and all costs incurred a.s a result of any breach of any representation, warranty, or covenant set forth in this ROCS LA: /002 7

11 Case LSS Doc Filed 12/10/18 Page 9 of 11 Settlement Agreement, including, without limitaticm, co~~rt costs and reasonable attorneys' fees a~~ d expenses. (n) The I~eadings of'al! sections of this Settlement Agreement are inserted solely for the convenience ocreference and are not a part ofand are not intended to govern, limit, or aid in the construction or interpretation ot'any term or provision hereof. IN WITNESS VVNEREC?F, this Settlement Agreement is hereb~~ executed as of the d~te(s) sgt forth below: ACCEPTED AND AGREED TO BY: SC Liquidating?, LLC Pla~... r~ ~y Prii Titl.20(8 t:sx~ f.)c: l k~~~: I'~~ir Titl _~ ~.201$ t~ocy_~.r:3t7772,2 Ryc3~~~a~r

12 Case LSS Doc Filed 12/10/18 Page 10 of 11 IN THE UNITED STATES BANKRUPTCY COURT Fpm T~F D~ST~~CT OF DELAWARE iii ic: VRG LIQUIDATING, LLC, et al.,' Debtors. (`h ~~`±vt ~ ~ Case No (LSS) (Jointly Administered) SC LIQUIDATING 2, LLC f/k/a SPORT CHALET, LLC, Adv. Pro No Plaintiff, v. EMPLOYBRIDGE, LLC d/b/a SELECT STAFFING, Defendant STI~"~1L~'I'I ~1~~ {3~ UI~I~IIS~AL I'~'~i PRLJIJI?~CE ELF C:C}sY~[I'L~ i~t'~` IT IS HEREBY STIPULATED AND AGREED by and among Plaintiff, SC Liquidating 2, LLC (the "Plaintiff"), and defendant Employbridge, LLC d1b/a Select Staffing (the "D_~fend<~nt"), through their respective attorneys of record, that this adversary proceeding be dismissed with prejudice with respect to the Defendant pursuant to Federal Rule of Civil Procedure 41(a)(1)(~)(ii) and Federal Rule of Bankrczptcy Procedure 7041, with each party to bear its own costs, attorneys' fees, and expenses. ~ The Debtors and the last four digits of their respective federal taxpayer identification numbers are as follows: VRG Liquidating, LLC (f/k/a Vestis Retail Group, LLC) (1295); VRF Liquidating, LLC (f/k/a Vestis Retail Financing, LLC) (9362); EMSOC Liquidating, LLC (f/ic/a EMS Operating Company, LL,C) (2061); VIH Liquidating, LLC (f/lc/a Vestis IP Holdings, LLC) (2459); BS Liquidating, LLC (f/k/a Bob's Stores, LLC) (4675); BMSA Liquidating, LLC (f/k/a EMS Acquisition LLG) (0322); SC Liquidating 2, LLC (f/k/a Sport Chalet, LLC) (0071); SCVS Liquidating, LLC (f/k/a Sport Chalet Value Services, LLC) (7320); and SCTS Liquidating, LLC (f/k/a Sport Chalet Tearn Sales, LLC) (8015). The Debtors' executive headquarters are located at 160 Corporate Court, Meriden, CT 0645Q. DOCS LA: /002

13 Case LSS Doc Filed 12/10/18 Page 11 of 11 This stipulation maybe executed in oae or more separate counterparts, each of which, when so executed, shall be deemed to be an original. Digital and/or physical copies of said ~c~unx~r~arts shall be effective as originals for all purposes. STIPULATED AND AGREEI3: Dated: 2018 /.s/draft Laura Davis Jones (DE Bar No. 2436) Andrew W. Caine (CA Bar No ) Joseph M. Mulvihill (DE Bar No. 6061) PACHULSKI, STANG, ZIEHL 8a JONES LLP 919 North Market Street, 17th Floor P.O. Bax 8705 Wilmington, DE $705 (Courier 19801) Telephone: (302) Facsimile: (302) lj law.com law.com Counsel to Plaintiff Adam Hiller HILLER LAW, LLC 1500 N. French Street, 2~a Floor Wilmington, DE Telephone: (310) al~ilci~~~~~,acia~~zl~ill~~ l~~r.ct~m Counsel to Defendant DOCS LA: /002 2