NOTE: TO OBTAIN A PDF COPY OF THIS DOCUMENT, PLEASE SCROLL TO THE END AND SELECTION “DOWNLOAD PDF”

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 1 of 73

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
CASE NO.: 16-cv-21301-GAYLES
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
v.
ARIEL QUIROS,
WILLIAM STENGER,
JAY PEAK, INC.,
Q RESORTS, INC.,
JAY PEAK HOTEL SUITES L.P.,
JAY PEAK HOTEL SUITES PHASE II. L.P.,
JAY PEAK MANAGEMENT, INC.,
JAY PEAK PENTHOUSE SUITES, L.P.,
JAY PEAK GP SERVICES, INC.,
JAY PEAK GOLF AND MOUNTAIN SUITES L.P.,
JAY PEAK GP SERVICES GOLF, INC.,
JAY PEAK LODGE AND TOWNHOUSES L.P.,
JAY PEAK GP SERVICES LODGE, INC.,
JAY PEAK HOTEL SUITES STATESIDE L.P.,
JAY PEAK GP SERVICES STATESIDE, INC.,
JAY PEAK BIOMEDICAL RESEARCH PARK L.P.,
AnC BIO VERMONT GP SERVICES, LLC,
Defendants, and
JAY CONSTRUCTION MANAGEMENT, INC.,
GSI OF DADE COUNTY, INC.,
NORTH EAST CONTRACT SERVICES, INC.,
Q BURKE MOUNTAIN RESORT, LLC,
Relief Defendants.
Q BURKE MOUNTAIN RESORT, HOTEL
AND CONFERENCE CENTER, L.P.
Q BURKE MOUNTAIN RESORT GP SERVICES, LLC,
Additional Receivership Defendants1
_____________________________________________/
RECEIVER’S MOTION FOR (I) APPROVAL OF SETTLEMENT BETWEEN
RECEIVER AND ARIEL QUIROS; (II) ENTRY OF A BAR ORDER; AND (III)
1 See Order Granting Receiver’s Motion to Expand Receivership dated April 22, 2016 [ECF No.: 60].
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 2 of 73
APPROVAL OF FORM, CONTENT AND MANNER OF NOTICE OF SETTLEMENT
AND BAR ORDER; AND INCORPORATED MEMORANDUM OF LAW
Michael I. Goldberg, the court appointed receiver (the “Receiver”) in the above-captioned
civil enforcement action (the “SEC Action”), through undersigned counsel, hereby files this
Motion for (I) Approval of Settlement between Receiver and Ariel Quiros; (II) Entry of a Bar
Order; and (III) Approval of Form, Content and Manner of Notice of Settlement and Bar Order
and Incorporated Memorandum of Law (the “Motion”). In support of this Motion, the Receiver
states as follows:
PRELIMINARY STATEMENT2
On or about November 17, 2017, counsel for the SEC and Ariel Quiros (“Mr. Quiros”)
entered into a settlement agreement (the “SEC-Quiros Settlement”) pursuant to which Quiros
agreed to disgorge substantial assets to the SEC (the “Disgorged Assets”) in satisfaction of an
agreed judgment of $83,859,964. This Court approved the SEC-Quiros Settlement on February 6,
2018 [ECF No. 449] and entered Final Judgment against Mr. Quiros on that same date [ECF No.
450]3.
Pursuant to the SEC-Quiros Settlement, the SEC agreed to transfer the Disgorged Assets
set forth herein4 as Exhibit “1” to the Receiver to be used for the benefit of investors in the Jay
Peak EB-5 projects. Pursuant to the SEC’s direction, Mr. Quiros has already transferred the
Disgorged Assets to the Receiver. Under the settlement reached between the Receiver and Mr.
Quiros, Mr. Quiros will waive any interest in the Jay Peak Resort and Burke Mountain Hotel and
their related assets (as more fully set forth in the settlement agreement) which will pave the way
2 Defined terms shall have the meaning set forth in the Settlement Agreement.
3 The terms of the settlement are laid out in the SEC’s Motion for Court to Establish Fair Fund [ECF No. 447].
4 The Disgorged Assets are referenced in the Settlement Agreement as Exhibit “A”. However, a copy of the proposed
order approving the Settlement Agreement is also referenced as Exhibit “A” and is attached to the Settlement
Agreement as Exhibit “A”. To avoid any confusion, a list of the Disgorged Assets is attached hereto as Exhibit “1”.
46716387;2
– 2 –

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 3 of 73
for the Receiver to sell the Jay Peak Resort and the Burke Mountain Hotel for the benefit of the
investors. Eliminating any interest of Mr. Quiros in the Receivership Entities and their property
is an important step that will enable the Receiver to sell the property and distribute the proceeds
thereof to the investors in accordance with future orders of the Court. In consideration of this, the
Receiver has agreed (i) to waive all claims against Mr. Quiros, compromise all claims relating to
a separate lawsuit brought by the Receiver against Mr. Quiros, and dismiss that action with
prejudice; and (ii) use his best efforts to obtain entry of a bar order enjoining all investors and
creditors of the Receivership Entities (excluding governmental entities) from prosecuting or
pursuing any claims against Mr. Quiros arising out of the facts related to the SEC Action. A true
and correct copy of the Settlement Agreement is attached as Exhibit “2” to this Motion. By way
of this Motion, the Receiver requests that the Court approve the settlement by means of a two-step
process.
First, the Receiver requests that the Court enter an order substantially in the form and
substance as Exhibit “C” to the Settlement Agreement (the “Preliminary Approval Order”). The
Preliminary Approval Order preliminarily approves the Settlement Agreement and establishes
procedures, including providing notice to parties possibly affected by the settlement, along with
an opportunity to object and participate in the final approval hearing. The Receiver believes that
the Procedures Order can be entered without a hearing on the basis of the supporting law and facts
set forth in this Motion.
Second, the Receiver requests that, after the requirements of the Preliminary Approval
Order are met, including a final approval hearing, the Court enter an order substantially in the form
and substance as Exhibit “A” to the Settlement Agreement (the “Settlement Order”), including a
bar order (the “Bar Order Provision”) as set forth in the Settlement Order.
– 3 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 4 of 73
BACKGROUND
1. On April 12, 2016, the Securities and Exchange Commission (“SEC”) filed a
complaint [ECF No. 1] in the United States District Court for the Southern District of Florida
against the Receivership Defendants,5 the Relief Defendants,6 William Stenger, and Mr. Quiros
(together “the Defendants”), alleging the Defendants violated federal securities laws by making
false or materially misleading representations to investors under the federally created EB-5 visa
program.
2. On April 13, 2016, upon the SEC’s Motion for Appointment of Receiver [ECF No.
7], this Court entered an Order [ECF No. 13] appointing Michael I. Goldberg as the Receiver over
the Receivership Defendants and the Relief Defendants (the “Receivership Order”).
3. The Receivership Order gives the Receiver the authority to take possession of and
administer all property and assets of every kind of the Receivership Entities, wherever they are
located, belonging to or in the possession of the Receivership Entities, to administer such assets as
is required in order to comply with the directions contained in the Receivership Order, and to hold
all other assets pending further order of the Court. Receivership Order ¶ 1. Moreover, the Receiver
may make or authorize such payments and disbursements from the funds and assets taken into
control that the Receiver deems reasonable and necessary in the discharge of his duties. Id. ¶ 8.
5 The “Receivership Defendants” are Jay Peak, Inc., Q Resorts, Inc., Jay Peak Hotel Suites L.P., Jay Peak Hotel Suites
Phase II L.P., Jay Peak Management, Inc., Jay Peak Penthouse Suites L.P., Jay Peak GP Services, Inc., Jay Peak Golf
and Mountain Suites L.P., Jay Peak GP Services Golf, Inc., Jay Peak Lodge and Townhouse L.P., Jay Peak GP
Services Lodge, Inc., Jay Peak Hotel Suites Stateside L.P., Jay Peak Services Stateside, Inc., Jay Peak Biomedical
Research Park L.P., and AnC Bio Vermont GP Services, LLC.
6 The “Relief Defendants” are Jay Construction Management, Inc., GSI of Dade County, Inc., North East Contract
Services, Inc., and Q Burke Mountain Resort, LLC. Later, Q Burke Mountain Resort, Hotel and Conference Center,
L.P., Q Burke Mountain Resort GP Services, LLC and AnC Bio VT, LLC were added as “Additional Receivership
Defendants”. The Receivership Defendants, Relief Defendants, and Additional Receivership Defendants, along with
their subsidiaries and affiliates, shall collectively be referred to as the “Receivership Entities.”
– 4 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 5 of 73
The Temporary Restraining Order and Asset Freeze
4. On the same day the Receiver was appointed, this Court entered an Order on the
SEC’s Emergency Motion and Memorandum of Law for Temporary Restraining Order (the
“TRO”) [ECF No. 4, granted at ECF No. 11].
5. The TRO is consistent with the powers granted to the Receiver to control assets of
the Defendants that can be traced to investors’ funds. Specifically, the TRO restrained all
Defendants, including Mr. Quiros, from any use or withdrawal of any kind of the assets or property
that would go on to be administered by the Receiver in the discharge of his duties. [ECF No. 11]
¶ III. A. The TRO also required each financial institution identified by the SEC to freeze each
account identified by the SEC that was associated with the Defendants such that no Defendant
could dissipate the contents of the account on his, her or its own. Id. ¶ III. B.
6. On August 23, 2017, based on Mr. Quiros’ agreement with the SEC and consent,
the Court entered a Judgment of Permanent Injunction and Other Relief Against Defendant Ariel
Quiros [ECF No. 398], which in pertinent part, maintained the asset freeze set forth in the TRO
(as modified by the Court’s April 25, 2016 and May 27, 2016 Orders [ECF Nos. 82 and 148]) and
the Preliminary Injunction [ECF No. 238]. Pursuant to the Judgment of Permanent Injunction, the
Court retained jurisdiction to determine the amount of disgorgement, prejudgment interest and
civil penalty to be assessed against Mr. Quiros.
7. On February 2, 2018, based on the agreement and consent of Mr. Quiros, the SEC
filed an Unopposed Motion for Entry of Final Judgments against Defendants Ariel Quiros and
William Stenger and for Court to Establish Fair Fund [ECF No. 447].
8. As demonstrated above, the Permanent Injunction and the Final Judgment,
including the agreement to disgorge significant assets, were entered based on Mr. Quiros’ consent
– 5 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 6 of 73
and agreement after good faith negotiations with the SEC. Likewise, the Settlement Agreement at
issue in the instant Motion is the result of Mr. Quiros’ cooperation and good faith negotiations
with the Receiver.
SETTLEMENT TERMS AND CONDITIONS
9. The Settlement Agreement arises out of the SEC-Quiros Settlement and would not
have occurred but for that settlement and the concomitant transfer of the Disgorged Assets to the
Receiver. Subsequent to the SEC-Quiros Settlement, the Receiver and Mr. Quiros, through
counsel, have been negotiating for months in good faith and at arm’s length. These negotiations
have included multiple lengthy in-person meetings and telephone conferences.
10. Throughout this investigation, the Receiver and Mr. Quiros were represented by
experienced and diligent counsel vigorously pressing their respective clients’ positions,
underscoring the risk of litigation in terms of time, expense, and uncertainty of outcome.
11. On or about May 20, 2016, the Receiver commenced a lawsuit in the District Court
against Mr. Quiros, Case No.: 1:16-CV-21831-JAL (the “Receiver’s Action”), seeking damages
against Mr. Quiros for claims arising out of his pre-receivership dealings with the Receivership
Entities. Mr. Quiros disputes the factual and legal bases of such claims and has indicated his
intention to defend any such claims vigorously.
12. The Receiver and Mr. Quiros reached a settlement and compromise of their disputes
as memorialized in the Settlement Agreement to avoid further expense, delay, and the risk and
uncertainty of litigation, without admission of any liability or concession to the Receiver’s
potential claims and Mr. Quiros’ potential defenses. The principal terms of the Settlement
– 6 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 7 of 73
Agreement are summarized below.7
13. In consideration of the releases being given by the Receiver to Mr. Quiros, the
dismissal of the Receiver’s Action, with prejudice, and the Receiver’s covenant to use his best
efforts to obtain the entry of the Bar Order Provision (as set forth below), upon the Effective Date
of the settlement, Mr. Quiros agrees as follows:
(a) Waiver of Any Interest in the Receivership Entities; Resort Properties; and
Disgorged Assets. Mr. Quiros, on behalf of himself and on behalf of anyone that claims
through him, shall waive any and all rights, title, claim, or interest in or against any and all
Receivership Entities and any and all real or personal property or other rights owned, used
or possessed by the Receivership Entities, including but not limited to all property used by
the Receivership Entities in the operation of the Jay Peak Resort and the Burke Mountain
Hotel and their related assets. This waiver is intended to be the broadest possible waiver
resulting in Quiros having no remaining right, title, claim, or interest whatsoever in the
Receivership Entities, the Jay Peak Resort, the Burke Mountain Hotel, Jay Peak Mountain,
Burke Mountain, including but not limited to, any real or personal property related to or
utilized by the Jay Peak Resort and the Burke Mountain Hotel.
(b) No Entitlement to Share in Proceeds. Mr. Quiros shall waive any right or
entitlement to share in any sales proceeds of the Receivership Entities, the Jay Peak Resort,
the Burke Mountain Hotel, Jay Peak Mountain, Burke Mountain, including but not limited
to, any real or personal property related to or utilized by the Jay Peak Resort and the Burke
Mountain Hotel.
7 This description of the Settlement Agreement is only a summary. The Settlement Agreement memorializes all of
the terms and conditions of the parties’ agreement and parties in interest are encouraged to read it in full and consult
with a lawyer, if necessary.
– 7 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 8 of 73
(c) Waiver of Standing. Mr. Quiros shall no longer have any standing to appear
or be heard in the SEC Action with respect to matters concerning the Receiver’s
administration of the receivership estate or the Receivership Entities and with respect to
matters concerning the operation of the Jay Peak Resort, the Burke Mountain Hotel, or
their related assets specifically including the sale thereof.
(d) Bar Order. The Receiver will use his best efforts to obtain the entry of the
Bar Order enjoining all investors and creditors of the Receivership Entities (excluding
governmental entities) from prosecuting or pursuing any claims against Mr. Quiros arising
out of the facts related to the SEC Action.
SETTLEMENT APPROVAL PROCEDURES
14. To afford parties affected by the Settlement Agreement and the Bar Order Provision
notice and an opportunity to object and participate in a hearing, the Receiver proposes the
following procedures for notice, objections, and a hearing (the “Settlement Approval Procedures”):
(a) Notice. The Receiver will prepare a notice substantially in form and content
as Exhibit “D” to the Settlement Agreement (the “Notice”), which will contain a
description of the Settlement Agreement and the Bar Order Provision and afford affected
parties the opportunity to obtain complete copies of all the settlement related papers; the
notice will be distributed in accordance with the items below.
(b) Service. The Receiver will serve the Notice no later than five (5) days after
entry of the Preliminary Approval Order via email (or if no electronic mailing address is
available, then by first class U.S. mail, postage prepaid) to
(i) all counsel who have appeared of record in the SEC Action;
(ii) all counsel for all investors who are known by the Receiver to have
appeared of record in any legal proceeding or arbitration commenced by or on
behalf of any individual investor or putative class of investors seeking relief against
any person or entity relating in any manner to the Receivership Entities or the
subject matter of the SEC Action; and
(iii) all known investors in each and every one of the Receivership
Entities identified in the investor lists in the possession of the Receiver at the
addresses set forth therein.
– 8 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 9 of 73

(c) Publication. The Receiver will publish the Notice no later than ten (10) days
after entry of the Preliminary Approval Order
(i) twice a week for a period of not less than two (2) weeks in the
Vermont Digger; and
(ii) on the website maintained by the Receiver in connection with the
SEC Action (www.JayPeakReceivership.com), on which there is a “drop down”
feature that permits viewers to convert website text to seven languages.
(d) Copies upon Request. The Receiver will provide promptly copies of the
Motion, the Settlement Agreement, and all exhibits and attachments thereto, to any person
who requests such documents via email to Kimberly Abbate at
kimberly.abbate@akerman.com, or via telephone by calling Ms. Abbate at 954-759-8929.
(e) Evidence of Compliance. No later than 5 days before the Final Approval
Hearing (defined below), the Receiver will file with the Court in the SEC Action written
evidence of compliance with items (i) through (iv) above either in the form of an affidavit
or declaration.
(f) Hearing. The Receiver requests that the Court schedule a hearing (the
“Final Approval Hearing”) to consider final approval of the Settlement Agreement and the
Bar Order Provision on a date that is at least 30 calendar days after the entry of the
Preliminary Approval Order.
(g) Objection Deadline and Objections.
(i) The Receiver requests that the Court require any person who objects
to the Settlement Agreement or the Bar Order Provision to file an objection with
the Court no later than 21 calendar days after entry of the Preliminary Approval
Order (the “Objection Deadline”).
(ii) The Receiver requests that the Court require all such objections to
(A) be in writing;
(B) be signed by the person filing the objection, or his or her
attorney;
(C) state, in detail, the factual and legal grounds for the
objection;
(D) attach any document the Court should review in considering
the objection and ruling on the Motion;
(E) require the person filing the objection to make a request to
appear at the Final Approval Hearing if the person intends to appear; and
– 9 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 10 of 73

(F) be served by email or regular mail on the Receiver and
Quiros’ counsel.
(iii) The Receiver requests that no person be permitted to argue at the
Final Approval Hearing unless such person has complied with the requirements of
these procedures.
(iv) The Receiver also requests that any party to the Settlement
Agreement be authorized to file a response to the objection before the Final
Settlement Hearing.
RELIEF REQUESTED
15. The Receiver respectfully requests (i) entry of the Preliminary Approval Order
upon the filing of this Motion, and (ii) entry of the Settlement Order, including the Bar Order
Provision, after expiration of the Objection Deadline if no objections are timely filed, or after the
Final Approval Hearing, if objections are timely filed.
BASIS FOR REQUESTED RELIEF
“A district court has broad powers and wide discretion to determine relief in an equity
receivership.” SEC. v. Elliott, 953 F .2d 1560, 1566 (11th Cir. 1992). In such an action, a district court
has the power to approve a settlement that is fair, adequate and reasonable, and is the product of good
faith after an adequate investigation by the receiver. Sterling v. Steward, 158 F. 3d 1199 (11th Cir.
1998). “Determining the fairness of the settlement is left to the sound discretion of the trial court and
we will not overturn the court’s decision absent a clear showing of abuse of that discretion.” Id.
at 1202 (quoting Bennett v. Behring Corp., 737 F.2d 982, 986 (11th Cir. 1984) (emphasis supplied).
A district court also has the power to enter an order permanently enjoining third parties from
bringing any claims against a settling party that could have been asserted by or through the receivership
or in connection with any of the facts giving rise to the receivership- often referred to as a “bar order.”
SEC v. Kaleta, 530 Fed. Appx. 360 (5th Cir. 2013) (approving bar order in SEC receivership). Bar
orders are appropriate “to assist the parties in reaching a settlement.” Matter of Munford, Inc., 97 F.
– 10 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 11 of 73
3d 449, 455 (11th Cir. 1996) (approving a bar order in a bankruptcy case). As set forth above, in
furtherance of reaching a settlement with Mr. Quiros, the Receiver agreed to use his best efforts to
obtain the entry of a bar order. Accordingly, the Receiver moves for the entry of a bar order preventing
all investors and creditors of the Receivership Entities (excluding governmental entities) from
prosecuting or pursuing any claims against Mr. Quiros arising out of the facts related to the SEC
Action and submits that the bar order is warranted and appropriate under the circumstances
presented.
The Receiver notes, as indicated below, that he has conferred with the SEC, and the SEC has
no objection to the relief requested in this Motion, including the request for entry of a Bar Order.
The powers of the Court also include the fixing of procedures for the grant of such relief, as
long as due process is afforded to affected persons. See Elliott, 953 F.2d at 1566.
A. The Settlement Agreement is fair, adequate, and reasonable.
To approve a settlement in an equity receivership, a district court must find the settlement is
fair, adequate and reasonable, and is not the product of collusion between the parties. Sterling, 158
F.2d at 1203. To determine whether the settlement is fair, the court should examine the following
factors: “(1) the likelihood of success; (2) the range of possible [recovery]; (3) the point on or below
the range of [recovery] at which settlement is fair, adequate and reasonable; (4) the complexity,
expense and duration of litigation; (5) the substance and amount of opposition to the settlement; and
(6) the stage of proceedings at which the settlement was achieved.” Id at 1203 n.6 (citing Bennett, 737
F.2d at 986 (11th Cir. 1984)).
Upon due consideration of these governing factors, the Settlement Agreement should be
approved. Before entering into the Settlement Agreement, the Receiver and his counsel carefully
considered and dutifully investigated all potential claims of the Receivership Entities against Mr.
Quiros; the defenses to be asserted to those claims in the event of litigation; the delay and expense
– 11 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 12 of 73

of litigating such claims; the uncertainty of outcome in any such litigation; and the possibility of
appeal by Mr. Quiros of any adverse outcome. The Receiver entered into the Settlement Agreement
after extensive, arm’s length negotiations conducted between the parties and their experienced
counsel in good faith. It was, of course, not the product of collusion.
Indeed, it bears mention that the process of negotiating the terms of the proposed settlement
occurred over a period of many months, during the course of which Mr. Quiros and his counsel
were cooperative with the Receiver’s efforts on behalf of the Receivership Entities. The proposed
settlement marks the culmination of those efforts and is reflected in the Settlement Agreement and
this Motion.
The Settlement Agreement provides for Mr. Quiros’ waiver of any and all rights, title,
claim, or interest in or against any and all Receivership Entities and any and all real or personal
property or other rights owned, used, or possessed by the Receivership Entities, including but not
limited to all property used by the Receivership Entities in the operation of the Jay Peak Resort
and the Burke Mountain Hotel and their related assets. This will pave the way for the Receiver to
sell the Jay Peak Resort and the Burke Mountain Hotel and their related assets and distribute the
proceeds thereof to the investors and creditors. The Settlement Agreement, therefore, provides a
substantial benefit to the Receivership Entities and their investors and other creditors.
Accordingly, the Settlement Agreement is fair, adequate and reasonable, and not the product of
collusion.
B. The Bar Order Provision is appropriate relief.
District courts have the power to enter bar orders in equity receiverships where necessary
or appropriate as ancillary relief in the context of the underlying action. Kaleta, 530 Fed. Appx. at
362. As the Fifth Circuit has explained, a district court has “inherent equitable authority to issue a
– 12 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 13 of 73
variety of ancillary relief measures in actions brought by the SEC to enforce the federal securities
laws[.]” Id. (internal quotations omitted). See also All-Writs Act, 28 U.S.C. 1651; In re Baldwin-
United Corp. (Single Premium Deferred Annuities Ins. Litig.), 770 F.2d 328, 338 (2d Cir. 1985).
Such ancillary relief includes injunctions against non-parties as part of settlements in the
receivership. Kaleta, 530 Fed. Appx. at 362.
This power to enter bar orders is consistent with the Eleventh Circuit’s recognition of the
district court’s “broad powers and wide discretion to determine relief in an equity receivership
[that] derives from the inherent powers of an equity court [to] fashion relief[.]” See Elliott, 953
F.2d at 1566. Moreover, the Eleventh Circuit has expressly held that district courts have the power
to enter bar orders. Seaside Engineering & Surveying, 780 F. 3d at 1081 (affirming entry of a bar
order through a chapter 11 plan where “fair and equitable”); Munford, 97 F. 3d at 455 (affirming
entry of a bar order over objection of non-settling defendants); In re U.S. Oil and Gas Lit., 967 F.
2d 489 (11th Cir. 1992) (affirming entry of a bar order over objection of non-settling codefendants).
8
Citing the Eleventh Circuit’s precedents in Munford and U.S. Oil and Gas Litigation, in
the Mutual Benefits case, the court concluded that bar orders are “within this Court’s jurisdiction
and equitable authority to enter and enforce”. Mutual Benefits Corp., No. 04-60573, slip op. [ECF
No. 2345] at 8. Accordingly, courts in this District have regularly entered bar orders in SEC
receiverships and in bankruptcy cases. Latin American Services Co., Ltd., No. 99-2360, slip op.
[ECF No. 353] at 4 (entering a bar order against all investors over investor objection); In re
8 The Eleventh Circuit’s approval of bar orders in bankruptcy cases is particularly persuasive here in that the Eleventh
Circuit has also recognized the parallels between bankruptcy proceedings and equity receiverships. See Bendall v.
Lancer Management Group, LLC, 523 Fed. Appx. 554, 557 (11th Cir 2013) (“Given that a primary purpose of both
receivership and bankruptcy proceedings is to promote the efficient and orderly administration of estates for the benefit
of creditors, we will apply cases from the analogous context of bankruptcy law, where instructive, due to limited case
law in the receivership context.”).
– 13 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 14 of 73
Rothstein Rosenfeldt Adler, PA, 2010 WL 3743885, at *7 (Bankr. S.D. Fla. Sept. 22, 2010)
(entering bar order that was “fair and equitable”). Indeed, this Court has expressly recognized this
authority and the benefits of bar orders when it approved entry of a Bar Order in this case in
connection with the Raymond James Settlement. See [ECF No. 353].
For the reasons set forth herein, the Receiver respectfully submits that the Bar Order is
appropriate and warranted under the circumstances presented.
C. The Settlement Approval Procedures comply with due process, in that they afford
persons affected by the Settlement Agreement and Bar Order notice and an
opportunity to be heard in a manner that is good and sufficient under the
circumstances.
“Due process requires notice and an opportunity to be heard.” Elliot, 953 F.2d at 1566. The
procedures required to satisfy due process vary “according to the nature of the right and to the type
of proceedings.” Id. “[A] hearing is not required if there is no factual dispute.” Elliot, 953 F.2d at
1566. Ultimately, due process requires procedures that are “fair.” Id. The Settlement Approval
Procedures meet these requirements.
The form and content of the Notice provide a reasonable opportunity to evaluate and object
to the Motion, the Settlement Agreement and the Bar Order Provision. The Notice contains a
description of the settlement, including the Bar Order Provision, the parties to the Settlement
Agreement, and the material terms thereof. The Notice provides a reasonable description and
warning that the rights of the person receiving or reviewing it may be affected by the Settlement
Agreement and Bar Order Provision, and of such person’s right to object and the manner in which
to make such an objection.
The manner and method of service and publication set forth in the Settlement Approval
Procedures is reasonably calculated under the circumstances to disseminate the Notice to all
affected parties. The Notice will be served on counsel of record in the SEC Action and on counsel
– 14 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 15 of 73
for investors appearing of record in any legal proceeding or arbitration relating to investors. The
Notice will be served on all investors identified in the investor lists maintained by the Receivership
Entities. The Notice will also be served on all non-investor creditors identified after a reasonable
search. Therefore, all investors and creditors of which the Receiver has actual knowledge will receive
actual service of the Notice.
In addition, the Notice will be published in the Vermont Digger, which has run many stories
on Quiros and the Jay Peak projects and is believed to be followed by many stakeholders in the
Receivership Entities. The Notice will also be published on the Receiver’s website, which has been
online since the Receiver’s appointment and is available in seven languages. Such publication is
reasonably calculated to apprise persons not receiving actual service of the Notice that their rights may
be affected and of their opportunity to object.
Accordingly, the Settlement Approval Procedures furnish all parties in interest a full and fair
opportunity to evaluate the Motion, the Settlement Agreement and the Bar Order Provision, and to
object thereto.
CONCLUSION
WHEREFORE, the Receiver respectfully requests that the Court grant the Motion, and
enter the Preliminary Approval Order and the Settlement Order, in the manner set forth above.
LOCAL RULE 7.1 CERTIFICATION OF COUNSEL
Pursuant to Local Rule 7.1, undersigned counsel hereby certifies that he has conferred with
counsel for the Securities and Exchange Commission whom takes no position on this Motion or
the relief requested.
– 15 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 16 of 73
Respectfully submitted,
By: /s/ Michael I. Goldberg
Michael I. Goldberg, Esq.
Florida Bar No. 886602
Email: michael.goldberg@akerman.com
AKERMAN LLP
Las Olas Centre II, Suite 1600
350 East Las Olas Blvd.
Fort Lauderdale, FL 33301-2229
Telephone: (954) 463-2700
Facsimile: (954) 463-2224
Counsel for Receiver
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true and correct copy of the foregoing was served on this
October 19, 2018 via the Court’s notice of electronic filing on all CM/ECF registered users entitled
to notice in this case as indicated on the attached Service List.
By: /s/ Michael I. Goldberg
Michael I. Goldberg, Esq.
– 16 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 17 of 73
SERVICE LIST
1:16-cv-21301-DPG Notice will be electronically mailed via CM/ECF to the following:
Robert K. Levenson, Esq.
Senior Trial Counsel
Florida Bar No. 0089771
Direct Dial: (305) 982-6341
Email: levensonr@sec.gov
almontei@sec.gov, gonzalezlm@sec.gov,
jacqmeinv@sec.gov
Christopher E. Martin, Esq.
Senior Trial Counsel
SD Florida Bar No.: A5500747
Direct Dial: (305) 982-6386
Email: martinc@sec.gov
almontei@sec.gov, benitez-perelladaj@sec.gov
SECURITIES AND EXCHANGE
COMMISSION
801 Brickell Avenue, Suite 1800
Miami, Florida 33131
Telephone: (305) 982-6300
Facsimile: (305) 536-4154
Attorneys for Plaintiff
Roberto Martinez, Esq.
Email: bob@colson.com
Stephanie A. Casey, Esq.
Email: scasey@colson.com
COLSON HICKS EIDSON, P.A.
255 Alhambra Circle, Penthouse
Coral Gables, Florida 33134
Telephone: (305) 476-7400
Facsimile: (305) 476-7444
Attorneys for William Stenger
Jeffrey C. Schneider, Esq.
Email: jcs@lklsg.com
LEVINE KELLOGG LEHMAN
SCHNEIDER + GROSSMAN
Miami Center, 22nd Floor
201 South Biscayne Blvd.
Miami, Florida 33131
Telephone: (305) 403-8788
Co-Counsel for Receiver
Jonathan S. Robbins, Esq.
jonathan.robbins@akerman.com
AKERMAN LLP
350 E. Las Olas Blvd., Suite 1600
Ft. Lauderdale, Florida 33301
Telephone: (954) 463-2700
Facsimile: (954) 463-2224
Naim Surgeon, Esq.
naim.surgeon@akerman.com
AKERMAN LLP
Three Brickell City Centre
98 Southeast Seventh Street, Suite 1100
Miami, Florida 33131
Telephone: (305) 374-5600
Facsimile: (305) 349-4654
Attorney for Court-Appointed Receiver
Melissa Damian Visconti, Esq.
Email: mdamian@dvllp.com
Melanie E. Damian, Esq.
Email: mdamian@dvllp.com
DAMIAN & VALORI LLP
1000 Brickell Avenue, Suite 1020
Miami, Florida 33131
Telephone: 305-371-3960
Facsimile: 305-371-3965
Attorneys for Ariel Quiros
Jean Pierre Nogues, Esq.
Email: jpn@msk.com
Mark T. Hiraide, Esq.
Email: mth@msk.com
MITCHELL SILBERBERG & KNOPP, LLP
11377 West Olympic Blvd.
Los Angeles, CA 90064-1683
Telephone (310) 312-2000
Co-Counsel for Ariel Quiros
– 17 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 18 of 73
Mark P. Schnapp, Esq.
Email: schnapp@gtlaw.com
Mark D. Bloom, Esq.
Email: bloomm@gtlaw.com
Danielle N. Garno, Esq.
E-Mail: garnod@gtlaw.com
GREENBERG TRAURIG, P.A.
333 SE 2nd Avenue, Suite 4400
Miami, Florida 33131
Telephone: (305) 579-0500
Attorney for Intervenor, Citibank N.A.
J. Ben Vitale, Esq.
Email: bvitale@gurleyvitale.com
David E. Gurley, Esq.
Email: dgurley@gurleyvitale.com
GURLEY VITALE
601 S. Osprey Avenue
Sarasota, Florida 32436
Telephone: (941) 365-4501
Attorney for Blanc & Bailey Construction, Inc.
Stanley Howard Wakshlag, Esq.
Email: swkshlag@knpa.com
KENNY NACHWALTER, P.A.
Four Seasons Tower
1441 Brickell Avenue
Suite 1100
Miami, FL 33131-4327
Telephone: (305) 373-1000
Attorneys for Raymond James & Associates
Inc.
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 19 of 73
EXHIBIT 1

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 20 of 73
DISGORGED ASSETS
Real Property
Quiros entire interest in Jay Peak Resort
Burke Mountain Resort
Quiros Land 199 Acres
Cross Road 4 Acres
River Bank 15
Jay Ranches
Bogner Property
White House
Setai Condominium
Jay Peak Resort Unit V417 A/B
Bella Vista
Cross Road J
Trump Place Condominium
Renaissance Property
Heavens Bench
Q Aviation Airplane
Address/Description
830 Jay Peak Road, Jay, Vermont
Q-Burke Mountain, Burke, Vermont
Cross Rd. Revoir Flats Rd., Jay, Vermont
Cross Rd. Revoir Flats Rd., Jay, Vermont
Acres Revoir Flats Rd. Rte. 105, Jay, Vermont
261 Revoir Flats Rd. TH4, Jay, Vermont
172 Bogner Drive, Newport, Vermont
986 Lake Road, Newport, Vermont
400 5th Avenue, New York, New York
Jay Peak Resort VC 417, Bldg. 11, Jay, Vt.
Cross Road TH 1, Troy, Vermont
Cross Road J, Jay, Vermont
220 Riverside Drive, New York, New York
Downtown Newport, Vermont
2266 Darling Hill Road, Burke, Vermont
Hanger 2628 Airport Road, Coventry, Vermont
Bank Accounts (The amount listed below in each account)
Citibank Account ending in 2336 286
Citibank Account ending in 3359 $ 41,958
Citibank Account ending in 3362 $ 60,125
Citibank Account ending in 3375 $ 5,373
Citibank Account ending in 7382 $ 9,000
Citibank Account ending in 6412 $ 1,807
Citibank Account ending in 5662 $ 14,224
Citibank Account ending in 7081 $ 5,000
Funds Held in Trust by the Receiver
Tax Refund Check held by Receiver $168,801
Funds From Davivienda Int’l $110,000
46734468;1

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 21 of 73
EXHIBIT 2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 22 of 73
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (the “Agreement”) is entered into by and between
Michael I. Goldberg, in his capacity as receiver (the “Receiver”) of entities set forth in Schedule A
to this Agreement (collectively, the “Receivership Entities”) and Ariel Quiros (“Mr. Quiros”).
(The Receiver and Mr. Quiros shall each be referred to in this Agreement as a “Party” and
collectively be referred to in this Agreement as the “Parties”).
RECITALS
A. The Receiver has been appointed as receiver over the Receivership Entities in a
civil enforcement action commenced by the Securities and Exchange Commission (the “SEC”)
captioned SEC v. Quiros etal., Case No. 16-21301-CV-DPG (the “SEC Action”), pending in the
United States District Court for the Southern District of Florida (the “District Court”).
Specifically, the Receiver derives his authority over the Receivership Entities from the District
Court’s Order Granting Motionfiv Appointment of Receiver [DE #13] (the “Receivership Order”)
entered at the request of the SEC [DE 47], and the Parties rely upon that Order in entering into this
Agreement.
B. On or about May 20, 2016, the Receiver commenced a lawsuit in the District Court
against Mr. Quiros, Case No.: 1:16-CV-21831-JAL (the “Receiver’s Action”), seeking damages
against Mr. Quiros for claims arising out of his pre-receivership dealings with the Receivership
Entities.
C. On or about November 17, 2017, the staff of the SEC and Mr. Quiros entered into
a proposed settlement agreement (the “SEC-Quiros Settlement”) pursuant to which Mr. Quiros
agreed to disgorge to the SEC the assets set forth on the attached Exhibit “A” (the “Disgorged
Assets”).
D. On or about February 6, 2018, the Court in the SEC Action entered a Final
Judgment approving the SEC-Quiros Settlement and Directing Mr. Quiros to transfer the
Disgorged Assets to the SEC (the “Final Judgment”).
E. Pursuant to the SEC-Quiros Settlement and the Final Judgment, the SEC has
transferred the Disgorged Assets to the Receiver to be used for the benefit of investors in the Jay
Peak EB-5 projects in accordance with future orders of the District Court. Most of the Disgorged
Assets have already been transferred by Mr. Quiros to the Receiver and the parties are in the
process of finalizing the transfer of the remaining Disgorged Assets from Mr. Quiros to the
Receiver.
F. The Parties have been negotiating for months in good faith and at arm’s length.
These negotiations have included the exchange of documents, multiple lengthy in-person
meetings, and many telephone conferences. At each step, the Parties have been represented by
experienced and diligent counsel vigorously pressing their respective client’s position.
G. The Parties recognize and understand that any settlement of their respective rights,
claims, and defenses is contingent upon the District Court approving this Agreement (“Court
Approval”).

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 23 of 73
H. As a result of these negotiations, the Parties have agreed to a full and final
settlement of their rights, claims, and defenses as provided herein.
I. NOW THEREFORE, in consideration of the mutual promises and covenants set
forth herein, and for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, it is HEREBY AGREED between the Parties as follows:
1. RECITALS. The Parties represent, warrant, and affirm that the above recitals are
true and correct. The recitals set forth above are an integral part of this Agreement and are
incorporated herein by reference.
2. EFFECTIVENESS. On the date of execution by the last Party to sign this
Agreement (the “Execution Date”), this Agreement shall take effect between the Parties, subject
to approval by the District Court as provided herein. This Agreement shall be effective for all
purposes the later of the date the Court enters a final order approving the Agreement (the “Effective
Date”) or the date in which Mr. Quiros transfers all of the Disgorged Assets to the Receiver as
required under the SEC-Quiros Settlement. As used in this paragraph. “final order” means an
order unmodified after the conclusion of, or expiration of, any right of any person to seek any
appeal, rehearing or reconsideration of the order.
3. SETTLEMENT.
In consideration of the releases being given by the Receiver to Mr. Quiros under this
Agreement and the Receiver’s covenant to use his best efforts to obtain the entry of the Bar Order
(as set forth below), upon the Effective Date of this Agreement, Mr. Quiros agrees as follows:
a. Waiver of Any Interest in Receivership Entities; Resort Pronerties; and
Dimmed Assets. Mr. Quiros, on behalf of himself and on behalf of anyone that claims through
him, and subject to the exception set forth below in this subsection and in the following subsection
b, shall waive any and all rights, title, claim or interest in or against any and all Receivership
Entities and any and all real or personal property or other rights owned, used or possessed by the
Receivership Entities, including but not limited to all property used by the Receivership Entities
in the operation of the Jay Peak Resort and the Burke Mountain Hotel and their related assets.
Subject to the below exceptions, this waiver is intended to be the broadest possible waiver
resulting in Mr. Quiros having no remaining right, title, claim or interest whatsoever in the
Receivership Entities, the Jay Peak Resort, the Burke Mountain Hotel, Jay Peak Mountain, Burke
Mountain, including but not limited to, any real or personal property related to or utilized by the
Jay Peak Resort and the Burke Mountain Hotel. This waiver is not intended to and does not
interfere with Mr. Qui ros’s rights and interest in Jay Peak Townhouse Unit V132.
b. No Entitlement to Share in Proceeds. Mr. Quiros shall waive any right or
entitlement to share in any sales proceeds of the Receivership Entities, the Jay Peak Resort, the
Burke Mountain Hotel, jay Peak Mountain, Burke Mountain, including but not limited to, any
real or personal property related to or utilized by the jay Peak Resort and the Burke Mountain
Hotel. This waiver is not intended to and does not interfere with Mr. Quiros’s rights and interest
in Jay Peak Townhouse Unit V132. Moreover, this waiver is not intended to relinquish any of
2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 24 of 73
Mr. Quiros’ interest in business conducted through GSI of Dade County, Inc. which is unrelated
to the Receivership Entities.
c. Waiver of Standing. Mr. Quiros shall no longer have any standing to appear
or be heard in the SEC Action with respect to matters concerning the Receiver’s administration
of the Receivership Estate or the Receivership Entities unless any such matters directly implicate
Mr. Quiros’ s personal or property rights or interests. Mr. Quiros shall no longer have any standing
to appear and be heard with respect to matters concerning the operation of the Jay Peak Resort,
the Burke Mountain Hotel or their related assets specifically including the sale thereof.
d. Assignment of Flight Design Note to Mr. Ouiros. GSI currently holds a
promissory note payable from Flight Design to G SI in the amount of $325,000 (the “Flight Design
Note”). Mr. Quiros has represented to the Receiver and the SEC that the proceeds of the loan
made to Flight Design were from Mr. Quiros’ personal funds and he has provided backup
documentation supporting this assertion. Accordingly, Mr. Quiros asserts that the Flight Design
Note was unintentionally made payable to GSI. Upon the Effective Date, the Receiver shall
assign the Flight Design Note to Mr. Quiros. Prior to the Effective Date, Mr. Quiros may
commence a lawsuit on the Flight Design Note in GSI’s name and he shall substitute in as the
plaintiff in place of GSI after the Effective Date.
e. Other Matters Involving GSI. In addition to the Flight Design Note, Mr.
Quiros believes that he may have other personal business dealings he conducted through GSI.
Pursuant to the Receivership Order, the Receiver is vested with complete control over GSI and
Mr. Quiros is prevented from exercising any rights over GSI’s property, and further, lacks any
standing whatsoever to pursue claims held by GSI. In the event Mr. Quiros informs the Receiver
of other rights he believes are wrongfully in GSI’s name, the Receiver agrees to consider and
investigate such information, and if the Receiver determines that such property rights are owned
by Mr. Quiros, the Receiver shall file a motion with the Court seeking authorization to assign any
such rights to Mr. Quiros. Notwithstanding the foregoing, the Receiver shall be entitled to use
his sole discretion in connection with any such decision and Mr. Quiros agrees to abide by any
such decision.
4. APPROVAL OF 1111., SETTLEMENT BY THE COURT.
a. Reauest for Annroval. No later than five business days after the Execution
Date, the Receiver shall file with the District Court a motion substantially in the form and
substance attached hereto as Exhibit “A” (the “Settlement Motion”) requesting approval of this
Agreement and entry of the Settlement Order.
b. Contents of Settlement Motion. The Receiver shall request in the Settlement
Motion entry of a procedures order substantially in the form and substance as the form of order
3

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 25 of 73

attached hereto as Exhibit “B” and approval of the form and content and of the manner and method
of service and publication of the notice attached hereto as Exhibit “C”.
c. Contents of Settlement Order. The Receiver shall request entry of the
Settlement Order substantially in the form and substance as set forth in Exhibit “D” to this
Agreement.
d. Service and Publication of Notice. The Receiver shall use best efforts to
provide good and sufficient notice of this Agreement, the Settlement Motion, the deadline to
object to approval of the Agreement and entry of the Bar Order, and the form of the Settlement
Order.
5. RELEASES AND BAR ORDER.
a. Release of Mr. Ouiros: Upon the occurrence of the Effective Date and the
Court Approvals, and without the need for the execution and delivery of additional documentation
or the entry of any additional orders of the District Court in the SEC Action, except as expressly
provided in this Agreement, the Receiver, on behalf of the Receivership Entities, shall irrevocably
and unconditionally, fully, finally and forever waive, release, acquit and discharge Mr. Quiros,
and his undersigned counsel, from any and all claims, actions, causes of action, liabilities,
obligations, rights, suits, accounts, covenants, contacts, agreements, promises, damages,
judgments, claims, debts, encumbrances, liens, remedies and demands, of any and every kind,
character or nature whatsoever (including unknown claims), whether liquidated or unliquidated,
asserted or unasserted, fixed or contingent, matured or unmatured, known or unknown, foreseen
or unforeseen, now existing or hereafter arising, in law, at equity or otherwise, which the Receiver
and/or the Receivership Entities, may have or claim to have, now or in the future, against Mr.
Quiros that arise out of, in connection with or pertain to directly or indirectly, the SEC Action,
including the Parties, allegations, and issues in the SEC Action, the Receiver’s Action, the
Receivership Entities, the Relief Entities, or the Disgorged Assets. Notwithstanding anything
contained in this Section 5(a) or elsewhere contained in this Agreement to the contrary, the
foregoing is not intended to release, nor shall it have the effect of releasing, Mr. Quiros from the
performance of his obligations in accordance with this Agreement. Notwithstanding anything
contained in this Section 5(a) or elsewhere contained in this Agreement to the contrary, the
foregoing is not intended to release, nor shall it have the effect of releasing, any other party or
financial institution in any manner whatsoever, and, for the avoidance of doubt and not by way
of limitation, the Receiver expressly reserves all claims and causes of action he may have against
any other party or financial institution. Moreover, notwithstanding anything else contained in
this Agreement, nothing herein shall constitute a release or waiver of the Receiver’s right to
receive from the SEC or any other person assets obtained from Mr. Quiros or his family members.
b. Limited Release by Receiver of Okcha, Nicole, and Arv Ouiros and
Release by Okcha. Nicole. and Arv Ouiros: Upon the occurrence of the Effective Date and the
Court Approvals, and without the need for the execution and delivery of additional
documentation, the Receiver, on behalf of the Receivership Entities, shall irrevocably and
unconditionally, fully, finally and forever waive, release, acquit and discharge Okcha Quiros,
Ary Quiros and Nicole Quiros from any claims to recover transfers of funds made by the
Receivership Entities to them. Upon the occurrence of the Effective Date and the Court
4

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 26 of 73
Approvals, and without the need for the execution and delivery of additional documentation or the
entry of any additional orders of the court in the SEC Action, except as expressly provided in this
Agreement, Mr. Quiros, on behalf of himself and anyone claiming through him shall be deemed
to have irrevocably and unconditionally, fully, finally and forever waived, released, acquitted and
discharged the Receiver and his agents and counsel, and the Receivership Entities, from any and
all claims, actions, causes of action, liabilities, obligations, rights, suits, accounts, covenants,
contracts, agreements, promises, damages, judgments, claims, debts, encumbrances, liens,
remedies and demands, of any and every kind, character or nature whatsoever (including unknown
claims), whether liquidated or unliquidated, asserted or unasserted, fixed or contingent, matured
or unmatured, known or unknown, foreseen or unforeseen, now existing or hereafter arising, in
law, at equity or otherwise, which Mr. Quiros, or anyone claiming through him, on their behalf or
for their benefit may have or claim to have, now or in the future, against the Receiver and his
agents and counsel and the Receivership Entities that are based upon, relate to, or arise out of, in
connection with or pertain to the SEC Action, including the parties, allegations, and issues in the
SEC Action. Notwithstanding anything contained in this Section 5(b) or elsewhere contained in
this Agreement to the contrary, the foregoing is not intended to release, nor shall it have the effect
of releasing, the Receiver from the performance of his obligations in accordance with this
Agreement.
d. Bar Order, The Receiver covenants that he shall use his best efforts to seek
the entry of a Bar Order by the District Court enjoining the claims of all investors and creditors of
the Receivership Entities from prosecuting or pursuing any claims against Mr. Quiros arising out
of the facts related to the SEC Action. In the event the District Court enters a Bar Order, any such
Bar Order shall expressly not bar the claims of any state or federal governmental agency or entity
and shall only apply to the civil claims of the Receivership Entities’ investors and creditors to the
extent such claims arise out of Mr. Quiros’s affiliation with the Receivership Entities.
e. Pismissal of the Receiver’s Action. Within five (5) business days of the
Effective Date and the Court Approvals, the Receiver shall dismiss the Receiver’s Action against
Mr. Quiros, with prejudice.
6. REPRESENTATIONS AND WARRANTIES
a. Renresentation and Warranties of Mr. Ouiros. Mr. Quiros hereby
represents and warrants that as of the Effective Date: (a) he has full requisite power and authority
to execute and deliver and to perform his obligations under this Agreement, and the execution,
delivery and performance hereof.
5

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 27 of 73

b. Representation and Warranties of the Receiver. The Receiver hereby
represents and warrants that as of the Effective Date: (a) subject to the entry of the Settlement
Order, he has the power and authority to bind the applicable Receivership Entities to the terms of
this Agreement or otherwise has been duly authorized to execute and deliver this Agreement on
their behalf.
7. COVENANTS
a. Covenants of Mr. Ouiros. Mr. Quiros hereby covenants and agrees that he
shall take all actions reasonably necessary to obtain and shall take no action to impede or preclude
the entry of the Order Approving Settlement, the administration of the SEC Action or actions
brought by the Receiver on behalf of the Receivership Entities, or the implementation of this
Agreement. Mr, Quiros further covenants that he will execute, or cause to be executed, any and
all documents reasonably requested by the Receiver or the SEC to effectuate the transfer of the
Disgorged Assets to the Receiver.
b. Covenants of the Receiver. The Receiver, for himself and, as applicable, on
behalf of the Receivership Entities, hereby covenants and agrees that he shall take, and shall cause
the Receivership Entities and their subsidiaries and affiliates to take, all actions reasonably
necessary to obtain, and shall take no action to impede or preclude, the entry of the Bar Order and
the Order Approving Settlement.
c. Good Faith Negotiations. The Parties further recognize and acknowledge that
each of the Parties hereto is represented by counsel, and such Party received independent legal
advice with respect to the advisability of entering into this Agreement. Each of the Parties
acknowledges that the negotiations leading up to this Agreement were conducted regularly, at
arm’s length, and in good faith; this Agreement is made and executed by and of each Party’s own
free will; that each Party knows all of the relevant facts and his or its rights in connection
therewith; and that he or it has not been improperly influenced or induced to make this settlement
as a result of any act or action on the part of any party or employee, agent, attorney or
representative of any party to this Agreement. The Parties further acknowledge that they entered
into this Agreement because of their desire to avoid the further expense and inconvenience of
litigation and other disputes, and to compromise permanently and settle the claims between the
Parties that are settled by the execution of this Agreement.
d. Third Party Beneficiaries. Nothing in this Agreement, express or implied, is
intended or shall be construed to confer upon, or to give to, any person other than the Parties
hereto and their respective successors and assigns, any right, remedy or claim under or by reason
of this Agreement or any covenant, condition or stipulation thereof, and the covenants,
stipulations and agreements contained in this Agreement are and shall be for the sole and
exclusive benefit of the Parties hereto and their respective successors and assigns. For the
avoidance of doubt, only the signatories hereto may seek to enforce this Agreement.
e. Governing Law; Retention of Jurisdiction; Service of Process. This
Agreement shall be governed by and construed in accordance with the federal law, and, to the
extent not applicable, with the internal laws of the State of Florida, without giving effect to any
principles of conflicts of law. By its execution and deliveiy of this Agreement, each of the Parties
6

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 28 of 73

hereby irrevocably and unconditionally agrees that any legal action, suit or proceeding between
the Parties with respect to any matter under or arising out of or in connection with this Agreement
or for recognition or enforcement of any judgment rendered in any such action, suit or proceeding,
shall be brought in the District Court for the Southern District of Florida, Miami Division, before
the District Court Judge presiding over the SEC Action, and by execution and delivery of this
Agreement, each Party hereby irrevocably accepts and submits itself to the jurisdiction of such
court, generally and =conditionally, with respect to any such action, suit or proceeding. In the
event any such action, suit or proceeding is commenced, the Parties hereby agree and consent that
service of process may be made, and personal jurisdiction over any Party hereto in any such
action, suit or proceeding may be obtained, by service of a copy of the summons, complaint and
other pleadings required to commence such action, suit or proceeding upon the Party at the
address of such Party set forth in Section 6(h) hereof.
f. Entire Agreement. This Agreement constitutes the full and entire agreement
among the Parties with regard to the subject hereof, and supersedes all prior negotiations,
representations, promises or warranties (oral or otherwise) made by any Party with respect to the
subject matter hereof. No Party has entered into this Agreement in reliance on any other Party’s
prior representation, promise or warranty (oral or otherwise) except for those that may be
expressly set forth in this Agreement
g. Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed an original copy of this Agreement and all of which, when taken
together, shall constitute one and the same Agreement. Copies of executed counterparts
transmitted by telec,opy or other electronic transmission service shall be considered original
executed counterparts, provided receipt of copies of such counterparts is confirmed.
h. Notices. Any notice required or permitted to be provided under this Agreement
shall be in writing and served by electronic mail and either (a) certified mail, return receipt
requested, postage prepaid, (b) hand delivery, or (c) reputable overnight delivery service, freight
prepaid, to be addressed as follows:
If to the Receiver, to:
Michael I. Goldberg, Esq.
Akennan LLP
350 East Las Olas Boulevard, Ste. 3600
Fort Lauderdale, FL 33301
Tel: (954) 468-2444
Fax: (954) 463-2224
Email: michael.goldberg@akerman.com
7

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 29 of 73

If to Mr. Quiros, to:
Ariel Quiros
do Melissa Visconti, Esq. or
Melanie Damian, Esq.
Damian & Valori, LLP
1000 Brickell Avenue, Suite 1020
Miami, Florida 33131
305-371-3960 (office)
305-371-3965 (fax)
Email: mvisconti@dvllp.com
mdamian@dyllp.corn
i. Further Assurances. Each of the Parties hereto agrees to execute and deliver,
or to cause to be executed and delivered, all such instruments, and to take all such action as the
other Parties may reasonably request in order to effectuate the intent and purposes of, and to carry
out the terms of, this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the latest
date set forth below.
Michael I. Goldberg, not individually,
but solely in his capacity as Receiver, for
each of the Receivership Entities
Dated: June , 2018.
Ariel Quiros
Signature: /s/Ariel Quiros
Dated: June 13, 2018
AGREED TO AN ACCEPTED SOLELY AS TO ME RELEASE PROVISION AFFECTING
THE UNDERSIGNED
/s/ Okcha Quiros /s/ Nicole Quiros Ary Quiros
8

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 30 of 73

If to Mr. Quiros, to:
Ariel Quiros
do Melissa Visconti, Esq. or
Melanie Damian, Esq.
Damian & Valori, LLP
1000 Brickell Avenue, Suite 1020
Miami, Florida 33131
305-371-3960 (office)
305-371-3965 (fax)
Email: mvisconti@dyllp.com
mdamian@dvllp.corn
i. Further Assurances. Each of the Parties hereto agrees to execute and deliver,
or to cause to be executed and delivered, all such instruments, and to take all such action as the
other Parties may reasonably request in order to effectuate the intent and purposes of, and to carry
out the terms of, this Agreement.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the latest
date set forth below.
Michael I. Goldberg, not individually,
but solely in his capacity as Receiver, for
each of the Receivership Entities
Dated: June ,2018.
Ariel Quiros
Signature: /s/ Ariel Quiros
Print Name: /s/ Ariel Quiros
Dated: June 13, 2018.
AGREED TO AN ACCEPTED SOLELY AS TO THE RELEASE PROVISION AFFECTING
THE UNDERSIGNED
/s/ Okcha Quiros Nicole Quirios /s/ Ary Quiros
8

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 31 of 73
Schedule A
(List of Receivership Entities)
Jay Peak, Inc.
Q Resorts, Inc.
Jay Peak Hotel Suites L.P.
Jay Peak Hotel Suites Phase 1:1 L.P.
Jay Peak Management, Inc.
Jay Peak Penthouse Suites L.P.
Jay Peak GP Services, Inc.
Jay Peak Golf and Mountain Suites L.P.
Jay Peak GP Services Golf, Inc.
Jay Peak Lodge and Townhouses L.P.
Jay Peak GP Services Lodge, Inc.
Jay Peak Hotel Suites Stateside L.P.
Jay Peak GP Services Stateside, Inc.
Jay Peak Biomedical Research Park L.P.
AnC Bio Vermont GP Services, LLC
Q Burke Mountain Resort, Hotel and Conference Center, L.P.
Q Burke Mountain Resort GP Services, LLC
Jay Construction Management, Inc.
OS! of Dade County, Inc.
North East Contract Services, Inc.
Q Burke Mountain Resort, LLC
43797550;1
45351214:1

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 32 of 73
Exhibit A
(Form of Settlement Order)
43797550;1.
45357214;1

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 33 of 73

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
CASE NO.: 16-cv-21301-GAYLES
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
V.
ARIEL QUIROS,
WILLIAM STENGER,
JAY PEAK, INC.,
Q RESORTS, INC.,
JAY PEAK HOTEL SUITES L.P.,
JAY PEAK HOTEL SUITES PHASE II. L.P.,
JAY PEAK MANAGEMENT, INC.,
JAY PEAK PENTHOUSE SUITES, L.P.,
JAY PEAK GP SERVICES, INC.,
JAY PEAK GOLF AND MOUNTAIN SUITES L.P.,
JAY PEAK GP SERVICES GOLF, INC.,
JAY PEAK LODGE AND TOWNHOUSES L.P.,
JAY PEAK GP SERVICES LODGE, INC.,
JAY PEAK HOTEL SUITES STATESIDE L.P.,
JAY PEAK GP SERVICES STATESIDE, INC.,
JAY PEAK BIOMEDICAL RESEARCH PARK L.P.,
AnC BIO VERMONT GP SERVICES, LLC,
Defendants, and
JAY CONSTRUCTION MANAGEMENT, INC.,
GSI OF DADE COUNTY, INC.,
NORTH EAST CONTRACT SERVICES, INC.,
Q BURKE MOUNTAIN RESORT, LLC,
Relief Defendants.
Q BURKE MOUNTAIN RESORT, HOTEL
AND CONFERENCE CENTER, L.P.
Q BURKE MOUNTAIN RESORT GP SERVICES, LLC,
Additional Receivership Defendants’
FINAL ORDER (I) APPROVING SETTLEMENT BETWEEN RECEIVER,
AND ARIEL QUIROS; AND (II) BARRING, RESTRAINING, AND ENJOINING
CLAIMS AGAINST ARIEL QUIROS
‘See Order Granting Receiver’s Motion to Expand Receivership dated April 22, 2016 [ECF No.: 601.
46238330;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 34 of 73

THIS MATTER came before the Court on the Motion for Approval of Settlement
between the Receiver and Ariel Quiros [ECF No. ] (the “Motion”) filed by Michael I.
Goldberg, as the Court-appointed receiver (the “Receiver”) of the entities set forth on Exhibit A
to this Order (the “Receivership Entities”) in the above-captioned civil enforcement action (the
“SEC Action”) seeking authorization to settle the claims the Receiver brought against Ariel
Quiros in a separate action filed by the Receiver against Ariel Quiros in the United States District
Court for the Southern District of Florida, Case No.: 1:16-CV-21831-JAL (the “Receiver’s
Action”). Pursuant to the Order (I) Preliminarily Approving the Settlement between Receiver
and Ariel Quiros; (II) Approving Form and Content of Notice, and Manner and Method of
Service and Publication; (III) Setting Deadline to Object to Approval of Settlement and Entry of
Bar Order; and (IV) Scheduling a Hearing [ECF No. ] (the “Preliminary Approval Order”),
the Court held a hearing on to consider the Motion and hear objections, if any.
By way of the Motion, the Receiver requests final approval of the proposed settlement
with Ariel Quiros set forth in the Settlement Agreement dated August_, 2018 (the “Settlement
Agreement”) attached as Exhibit A to the Motion, executed by the Receiver on behalf of each of
the Receivership Entities and by Ariel Quiros (and by Okcha Quiros, Nicole Quiros and Ary
Quiros as to section 5(b) of the Settlement Agreement) (collectively, the “Settling Parties”); and
for entry of a bar order (the “Bar Order”) enjoining any and all persons (excluding any federal or
state governmental bodies or agencies) from commencing or continuing litigation or other
pursuit of any and all claims against Ariel Quiros that relate in any manner to those events,
transactions and circumstances alleged in the SEC Action.
The Court’s Preliminary Approval Order preliminarily approved the Settlement
Agreement, approved the form and content of the Notice, and set forth procedures for the manner
Page 2 of 12
46238330;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 35 of 73
and method of service and publication of the Notice to affected parties. The Preliminary
Approval Order and related documents were served by email on all identifiable interested parties
and publicized in an effort to reach any unidentified persons.
The Preliminary Approval Order set a deadline for affected parties to object to the
Settlement Agreement or the Bar Order, and scheduled the hearing for consideration of such
objections, as well as the Settling Parties’ argument and evidence in support of the Settlement
Agreement and Bar Order. That deadline has passed, and Objections were filed at ECF No.
The Receiver filed a Declaration with the Court in which he detailed his compliance with
the notice and publication requirements contained in the Preliminary Approval Order [ECF No.
].
This Court is fully advised of the issues in the various actions, as it has previously
received evidence and heard argument concerning the events, circumstances, and transactions in
the SEC Action, which resulted in the appointment of the Receiver and the issuance of the
Preliminary Injunction [ECF No. 238], the Permanent Injunction [ECF No. 260], and the Asset
Freeze Order [ECF No. 111. In addition, the Court has read and considered the Motion, the
Settlement Agreement, other relevant filings of record, and the arguments and evidence
presented at the hearing; therefore, the Court FINDS AND DETERMINES as follows:
A. The Court has jurisdiction over the subject matter, including, without limitation,
jurisdiction to consider the Motion, the Settlement Agreement and the Bar Order, and authority
to grant the Motion, approve the Settlement Agreement and enter the Bar Order. See 28 U.S.C.
§ 1651; SEC v. Kaleta, 530 Fed. Appx. 360 (5th Cir. 2013) (affirming approval of settlement and
entry of bar order in equity receivership commenced in a civil enforcement action). See also
Page 3 of 12
46238330;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 36 of 73
Matter of Munford, Inc., 97 F. 3d 449 (11th Cir. 1996) (approving settlement and bar order in a
bankruptcy case); In re U.S. Oil and Gas Lit., 967 F.2d 480 (11th Cir. 1992) (approving
settlement and bar order in a class action).
B. The service or publication of the Notice as described in the Receiver’s
Declaration is consistent with the Preliminary Approval Order, constitutes good and sufficient
notice, and is reasonably calculated under the circumstances to notify all affected persons of the
Motion, the Settlement Agreement and the Proposed Bar Order, and of their opportunity to
object thereto, of the deadline for objections, and of their opportunity to appear and be heard at
the hearing concerning these matters. Accordingly, all affected parties were furnished a full and
fair opportunity to object to the Motion, the Settlement Agreement, the Bar Order and all matters
related thereto and to be heard at the hearing; therefore, the service and publication of the Notice
complied with all requirements of applicable law, including, without limitation, the Federal
Rules of Civil Procedure, the Court’s local rules, and the due process requirements of the United
States Constitution.
C. The Court has allowed any investors, creditors, objectors, and parties to the SEC
Action to be heard if they desired to participate. Each of these persons or entities has standing to
be heard on these issues.
D. The Settling Parties negotiated over a period of several months; their negotiations
included the exchange and review of documents, multiple in-person meetings, and many
telephone conferences.
E. The Settlement Agreement was entered into in good faith, is at arm’s length, and
is not collusive.
Page 4 of 12
46238330;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 37 of 73
F. The Settlement Agreement provides for Ariel Quiros, on behalf of himself and
anyone that claims through him (including his wife and children) to fully and forever waive any
rights, title, claims or interest in or against any and all Receivership Entities and any and all real
or personal property or other rights owned, used or possessed by the Receivership Entities in the
operation of the Jay Peak Resort or the Burke Mountain Hotel and their related assets. The
Settlement Agreement further provides that Arid l Quiros shall have no remaining right, title,
claims or interest whatsoever in the Receivership Entities, the Jay Peak Resort, the Burke
Mountain Hotel, Jay Peak Mountain, Burke Mountain, including but not limited to, any real or
personal property related to or utilized by the Jay Peak Resort and Burke Mountain Hotel. The
Receiver has a present and immediate need to resolve Arid l Quiros” claims to any of the
Receivership Entities, including their property or proceeds of their sale, so that he may undertake
a sales process of the Jay Peak Resort and Burke Mountain Hotel and their related assets and
distribute the proceeds of those sales, subject to Court approval, to the Investors who may be
entitled to share in such distribution, as to be determined by the Court at a later time.
G. Based upon the foregoing findings, the Court further finds and determines that
entry into the Settlement Agreement is a prudent exercise of business judgment by the Receiver,
that the proposed settlement as set forth in the Settlement Agreement is fair, adequate and
reasonable, that the interests of all affected persons were fairly and reasonably considered and
addressed, and that Arid l Quiros’ (including his wife and children) waiver of any rights, claims,
title and interest to the Receivership Entities or their property and proceeds provides a benefit to
the Receivership Entities and the Investors that is well within the range of reasonableness. See
Sterling v. Stewart, 158 F.3d 1199 (11th Cir. 1996) (settlement in a receivership may be
Page 5 of 12
46238330;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 38 of 73
approved where it is fair, adequate and reasonable, and is not the product of collusion between
the settling parties).
H. Notice to Affected Parties
The Receiver has given the best practical notice of the proposed Settlement Agreement
and Bar Order to all known interested persons:
1. all counsel who have appeared of record in the SEC Action;
2. all counsel for all of the Investors who are known by the Receiver to have
appeared of record in any legal proceeding or arbitration commenced by
or on behalf of any individual Investor or putative class of investors
seeking relief against any person or entity relating in any manner to the
Receivership Entities or the subject matter of the SEC Action; and
3. all known Investors in each and every one of the Receivership Entities
identified in the investor lists in the possession of the Receiver at the
addresses set forth therein; and
The Receiver has maintained a list of those given notice. Access to that list will be
peimitted as necessary if a Barred Person as defined below denies receiving notice and asserts
that this Order is therefore inapplicable to that Barred Person.
In addition, the Receiver has published the Notice approved by the Preliminary Approval
Order in the Vermont Digger twice a week for two consecutive weeks. The Receiver has also
maintained the Notice on the website maintained by the Receiver in connection with the SEC
Action (www_layPeakReceivership.com).
Through these notices and publications, anyone with an interest in the Receivership
Entities should have become aware of the Settlement Agreement and Bar Order and have been
provided sufficient information to put them on notice how to obtain more information and/or
object, if they wished to do so.
Page 6 of 12
46238330;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 39 of 73
I. Benefits of the Settlement:
The Settlement Agreement provides for Ariel Quiros, on behalf of himself and anyone
that claims through him (including his wife and children), to fully and forever waive any rights,
title, claims or interest in or against any and all Receivership Entities and any and all real or
personal property or other rights owned, used or possessed by the Receivership Entities in the
operation of the Jay Peak Resort or the Burke Mountain Hotel and their related assets. The
Settlement Agreement further provides that Ariel Quiros shall have no remaining right, title,
claims or interest whatsoever in the Receivership Entities, the Jay Peak Resort, the Burke
Mountain Hotel, Jay Peak Mountain, Burke Mountain, including but not limited to, any real or
personal property owned by, related to or utilized by the Jay Peak Resort and Burke Mountain
Hotel. The Receiver has a present and immediate need to resolve Ariel Quiros* claims to any of
the Receivership Entities, their property or proceeds of their sale so that he may undertake a sales
process of the Jay Peak Resort and Burke Mountain Hotel and their related assets and distribute
the proceeds of those sales, subject to Court approval, to the Investors who may be entitled to
share in such distribution, as to be determined by the Court. The Bar Order and the releases in
the Settlement Agreement are tailored to matters relating to the Barred Claims and are
appropriate to assist in maximizing the value of the Receivership Entities and insuring for a more
prompt sale of the Receivership Entities’ assets and distribution of their proceeds for the benefit
of the investors. The interests of persons affected by the Bar Order and the releases in the
Settlement Agreement were well represented by the Receiver, acting in the best interests of the
Receivership Entities in his fiduciary capacity and in consultation with the SEC. Accordingly,
the Settlement Agreement is fair, adequate and reasonable, and in the best interests of all
creditors of’, investors in, or other persons or entities claiming an interest in, having authority
Page 7 of 12
46238330,2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 40 of 73
over, or asserting claims against the Receivership Entities, and of all persons who could have
claims against Arid l Quiros relating to the Barred Claims. The Bar Order is an appropriate order
granting ancillary relief in the SEC Action.
Approval of the Settlement Agreement and the Bar Order and adjudication of the Motion
are discrete from other matters in the SEC Action, and, as set forth above, the Settling Parties
have shown good reason for the approval of the Settlement Agreement and Bar Order to proceed
expeditiously. Therefore, there is no just reason for delay of the finality of this Order.
Based on the foregoing findings and conclusions, the Court ORDERS, ADJUDGES,
AND DECREES as follows:
1. The Motion is GRANTED in its entirety. Any objections to the Motion or the
entry of this Order are overruled to the extent not otherwise withdrawn or resolved.
2. The Settlement Agreement is APPROVED, and is final and binding upon the
Settling Parties and their successors and assigns as provided in the Settlement Agreement. The
Settling Parties are authorized to perform their obligations under the Settlement Agreement. The
Receiver is authorized and directed to dismiss the Receiver’s Action, with prejudice.
3. The Bar Order as set forth in paragraph 5 of this Order is APPROVED. See
Kaleta, 530 Fed. Appx. at 362 (entering bar order and injunction in an SEC receivership
proceeding where necessary and appropriate as “ancillary relief’ to that proceeding). See also In
re Seaside Eng’g & Surveying, Inc., 780 F.3d 1010 (11th Cir. 2015) (approving bar orders in
bankruptcy matters); Bendall v. Lancer Management Group, LLC, 523 Fed. Appx. 554 (11th Cir.
2013) (the Eleventh Circuit “will apply cases from the analogous context of bankruptcy law,
where instructive, due to limited case law in the receivership context”); Munford, Inc. v.
Page 8 of 12
46238330;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 41 of 73
Muhford, Inc., 97 F.3d 449, 454-55 (11th Cir. 1996); In re fit)5) Lube Securities Litig., 927 F.2d
155 (4th Cir. 1991); Eichenholtz v. Brennan, 52 F.3d 478 (3d Cir. 1955).
4. BAR ORDER AND INJUNCTION: THE BARRED PERSONS ARE
PERMANENTLY BARRED, ENJOINED, AND RESTRAINED FROM ENGAGING IN
THE BARRED CONDUCT AGAINST ARIEL QUIROS WITH RESPECT TO THE
BARRED CLAIMS, as those terms are herein defined.
a. The “Barred Persons”: Any non-governmental person or entity, including,
without limitation, (i) owners, officer and directors, limited and general partners,
investors, and creditors of the Receivership Entities; or (ii) any person or entity
claiming by or through such persons or entities, and/or the Receivership Entities,
all and individually, directly, indirectly, or through a third party, whether
individually, derivatively, on behalf of a class, as a member of a class, or in any
other capacity whatsoever;
b. The “Barred Conduct”: instituting, reinstituting, intervening in, initiating,
commencing, maintaining, continuing, filing, encouraging, soliciting, supporting,
participating in, collaborating in, otherwise prosecuting, or otherwise pursuing or
litigating in any case or manner, whether pre-judgment or post-judgment, or
enforcing, levying, employing legal process, attaching, garnishing, sequestering,
bringing proceedings supplementary to execution, collecting or otherwise
recovering, by any means or in any manner, based upon any liability or
responsibility, or asserted or potential liability or responsibility, directly or
indirectly, relating in any way to the Barred Claims;
Page 9 of 12
46238330;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 42 of 73
c. The “Barred Claims”: any and all claims, actions, lawsuits, causes of action,
investigation, demand, complaint, cross-claims, counterclaims, or third-party
claims or proceeding of any nature, including, but not limited to, litigation,
arbitration, or other proceeding, in any federal or state court, or in any other court,
arbitration forum, administrative agency, or other forum in the United States,
whether arising under local, state, federal or foreign law; that in any way relate to,
are based upon, arise from, or are connected with the released claims or interests
of any kind as set forth in the Settlement Agreement, with the Receivership
Entities, the investments made in the eight limited partnerships which raised
funds from investors, including but not limited to those events, transactions and
circumstances alleged in the SEC Action;
5. The Bar Order shall not apply (i) to the United States of America, its agencies or
departments, or to any state or local goverment and its agencies or departments; or (ii) to the
Settling Parties’ respective obligations under the Settlement Agreement.
6. Nothing in this Order or the Settlement Agreement, nor the performance of the
Settling Parties’ obligations thereunder, shall in any way impair, limit, modify or otherwise
affect the rights of the Receiver or any Barred Persons against any party other than Arid l Quiros.
7. Pursuant to Fed. R. Civ, P. 54(b), and the Court’s authority in this equity
receivership to issue ancillary relief, this Order is a final order for all purposes, including,
without limitation, for purposes of the time to appeal or to seek rehearing or reconsideration.
8. This Order shall be served by counsel for the Receiver via email, first class mail
or international delivery service, on any person or entity afforded notice (other than publication
notice) pursuant to the Preliminary Approval Order.
Page 10 of 12
46238330;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 43 of 73
9. Without impairing or affecting the finality of this Order, the Court retains
continuing and exclusive jurisdiction to construe, interpret and enforce this Order, including,
without limitation, the injunction, Bar Order and releases herein or in the Settlement Agreement.
DONE AND ORDERED in Chambers at Miami, Florida, this day of
2018.
DARRIN P. GAYLES
UNITED STATES DISTRICT JUDGE
Page 11 of 12
46238330;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 44 of 73
Exhibit A
(List of Receivership Entities)2
Jay Peak, Inc.
Q Resorts, Inc.
Jay Peak Hotel Suites L.P.
Jay Peak Hotel Suites Phase II L.P.
Jay Peak Management, Inc.
Jay Peak Penthouse Suites L.P.
Jay Peak GP Services, Inc.
Jay Peak Golf and Mountain Suites L.P.
Jay Peak GP Services Golf, Inc.
Jay Peak Lodge and Townhouses L.P.
Jay Peak GP Services Lodge, Inc.
Jay Peak Hotel Suites Stateside L.P.
Jay Peak GP Services Stateside, Inc.
Jay Peak Biomedical Research Park L.P.
AnC Bio Vermont GP Services, LLC
Q Burke Mountain Resort, Hotel and Conference Center, L.P.
Q Burke Mountain Resort GP Services, LLC
Jay Construction Management, Inc.
GSI of Dade County, Inc.
North East Contract Services, Inc.
Q Burke Mountain Resort, LLC
Q Burke Mountain Resort, Hotel and Conference Center, L.P.
Q Burke Mountain Resort GP Services, LLC
AnC Bio VT, LLC
2 The Receivership Entities includes all affiliates and subsidiaries of the Receivership Entities.
46238330;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 45 of 73

Exhibit B
(Form of Settlement Motion)
43797550;1
45357214;1

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 46 of 73

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
CASE NO.: 16-cv-21301-GAYLES
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
V.
ARIEL QUIROS,
WILLIAM STENGER,
JAY PEAK, INC.,
Q RESORTS, INC.,
JAY PEAK HOTEL SUITES L.P.,
JAY PEAK HOTEL SUITES PHASE II. L.P.,
JAY PEAK MANAGEMENT, INC.,
JAY PEAK PENTHOUSE SUITES, L.P.,
JAY PEAK GP SERVICES, INC.,
JAY PEAK GOLF AND MOUNTAIN SUITES L.P.,
JAY PEAK GP SERVICES GOLF, INC.,
JAY PEAK LODGE AND TOWNHOUSES L.P.,
JAY PEAK GP SERVICES LODGE, INC.,
JAY PEAK HOTEL SUITES STATESIDE L.P.,
JAY PEAK GP SERVICES STATESIDE, INC.,
JAY PEAK BIOMEDICAL RESEARCH PARK L.P.,
AnC BIO VERMONT GP SERVICES, LLC,
Defendants, and
JAY CONSTRUCTION MANAGEMENT, INC.,
GSI OF DADE COUNTY, INC.,
NORTH EAST CONTRACT SERVICES, INC.,
Q BURKE MOUNTAIN RESORT, LLC,
Relief Defendants.
Q BURKE MOUNTAIN RESORT, HOTEL
AND CONFERENCE CENTER, L.P.
Q BURKE MOUNTAIN RESORT GP SERVICES, LLC,
Additional Receivership Defendantsl
RECEIVER’S MOTION FOR (I) APPROVAL OF SETTLEMENT BETWEEN
RECEIVER AND ARIEL QUIROS; (II) ENTRY OF A BAR ORDER; AND (III)
1 See Order Granting Receiver’s Motion to Expand Receivership dated April 22, 2016 [ECF No.: 601.
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 47 of 73

APPROVAL OF FORM, CONTENT AND MANNER OF NOTICE OF SETTLEMENT
AND BAR ORDER; AND INCORPORATED MEMORANDUM OF LAW
Michael I. Goldberg, the court appointed receiver (the “Receiver”) in the above-captioned
civil enforcement action (the “SEC Action”), through undersigned counsel, hereby files this
Motion for (I) Approval of Settlement between Receiver and Ariel Quiros; (II) Entry of a Bar
Order; and (III) Approval of Form, Content and Manner of Notice of Settlement and Bar Order
and Incorporated Memorandum of Law (the “Motion”). In support of this Motion, the Receiver
states as follows:
PRELIMINARY STATEMENT2
On or about November 17, 2017, counsel for the SEC and Ariel Quiros (“Mr. Quiros”)
entered into a settlement agreement (the “SEC-Quiros Settlement”) pursuant to which Quiros
agreed to disgorge substantial assets to the SEC (the “Disgorged Assets”) in satisfaction of an
agreed judgment of $83,859,964. This Court approved the SEC-Quiros Settlement on February 6,
2018 [ECF No. 449] and entered Final Judgment against Mr. Quiros on that same date [ECF No.
450]3.
Pursuant to the SEC-Quiros Settlement, the SEC agreed to transfer the Disgorged Assets
set forth herein4 as Exhibit “1” to the Receiver to be used for the benefit of investors in the Jay
Peak EB-5 projects. Pursuant to the SEC’s direction, Mr. Quiros has already transferred the
Disgorged Assets to the Receiver. Under the settlement reached between the Receiver and Mr.
Quiros, Mr. Quiros will waive any interest in the Jay Peak Resort and Burke Mountain Hotel and
their related assets (as more fully set forth in the settlement agreement) which will pave the way
2 Defined terms shall have the meaning set forth in the Settlement Agreement.
3 The teims of the settlement are laid out in the SEC’s Motion for Court to Establish Fair Fund [ECF No. 447].
4 The Disgorged Assets are referenced in the Settlement Agreement as Exhibit “A”. However, a copy of the proposed
order approving the Settlement Agreement is also referenced as Exhibit “A” and is attached to the Settlement
Agreement as Exhibit “A”. To avoid any confusion, a list of the Disgorged Assets is attached hereto as Exhibit”1″.
– 2 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 48 of 73

for the Receiver to sell the Jay Peak Resort and the Burke Mountain Hotel for the benefit of the
investors. Eliminating any interest of Mr. Quiros in the Receivership Entities and their property
is an important step that will enable the Receiver to sell the property and distribute the proceeds
thereof to the investors in accordance with future orders of the Court. In consideration of this, the
Receiver has agreed (i) to waive all claims against Mr. Quiros, compromise all claims relating to
a separate lawsuit brought by the Receiver against Mr. Quiros, and dismiss that action with
prejudice; and (ii) use his best efforts to obtain entry of a bar order enjoining all investors and
creditors of the Receivership Entities (excluding governmental entities) from prosecuting or
pursuing any claims against Mr. Quiros arising out of the facts related to the SEC Action. A true
and correct copy of the Settlement Agreement is attached as Exhibit “2” to this Motion. By way
of this Motion, the Receiver requests that the Court approve the settlement by means of a two-step
process.
First, the Receiver requests that the Court enter an order substantially in the form and
substance as Exhibit “C” to the Settlement Agreement (the “Preliminary Approval Order”). The
Preliminary Approval Order preliminarily approves the Settlement Agreement and establishes
procedures, including providing notice to parties possibly affected by the settlement, along with
an opportunity to object and participate in the final approval hearing. The Receiver believes that
the Procedures Order can be entered without a hearing on the basis of the supporting law and facts
set forth in this Motion.
Second, the Receiver requests that, after the requirements of the Preliminary Approval
Order are met, including a final approval hearing, the Court enter an order substantially in the form
and substance as Exhibit “A” to the Settlement Agreement (the “Settlement Order”), including a
bar order (the “Bar Order Provision”) as set forth in the Settlement Order.
3
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 49 of 73

BACKGROUND
1. On April 12, 2016, the Securities and Exchange Commission (“SEC”) filed a
complaint [ECF No. 1] in the United States District Court for the Southern District of Florida
against the Receivership Defendants,’ the Relief Defendants,6 William Stenger, and Mr. Quiros
(together “the Defendants”), alleging the Defendants violated federal securities laws by making
false or materially misleading representations to investors under the federally created EB-5 visa
program.
2. On April 13, 2016, upon the SEC’s Motion for Appointment of Receiver [ECF No.
7], this Court entered an Order [ECF No. 13] appointing Michael I. Goldberg as the Receiver over
the Receivership Defendants and the Relief Defendants (the “Receivership Order”).
3. The Receivership Order gives the Receiver the authority to take possession of and
administer all property and assets of every kind of the Receivership Entities, wherever they are
located, belonging to or in the possession of the Receivership Entities, to administer such assets as
is required in order to comply with the directions contained in the Receivership Order, and to hold
all other assets pending further order of the Court. Receivership Order ¶ 1. Moreover, the Receiver
may make or authorize such payments and disbursements from the funds and assets taken into
control that the Receiver deems reasonable and necessary in the discharge of his duties. Id, ¶ 8.
5 The “Receivership Defendants” are Jay Peak, Inc., Q Resorts, Inc., Jay Peak Hotel Suites L.P., Jay Peak Hotel Suites
Phase II L.P., Jay Peak Management, Inc., Jay Peak Penthouse Suites L.P., Jay Peak GP Services, Inc., Jay Peak Golf
and Mountain Suites L.P., Jay Peak GP Services Golf, Inc., Jay Peak Lodge and Townhouse L.P., Jay Peak GP
Services Lodge, Inc., Jay Peak Hotel Suites Stateside L.P., Jay Peak Services Stateside, Inc., Jay Peak Biomedical
Research Park L.P., and AnC Bio Vermont GP Services, LLC.
6 The “Relief Defendants” are Jay Construction Management, Inc., GSI of Dade County, Inc., North East Contract
Services, Inc., and Q Burke Mountain Resort, LLC. Later, Q Burke Mountain Resort, Hotel and Conference Center,
L.P., Q Burke Mountain Resort GP Services, LLC and AnC Bio VT, LLC were added as “Additional Receivership
Defendants”. The Receivership Defendants, Relief Defendants, and Additional Receivership Defendants, along with
their subsidiaries and affiliates, shall collectively be referred to as the “Receivership Entities.”
– 4 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 50 of 73

The Temporary Restraining Order and Asset Freeze
4. On the same day the Receiver was appointed, this Court entered an Order on the
SEC’s Emergency Motion and Memorandum of Law for Temporary Restraining Order (the
“TRO”) [ECF No. 4, granted at ECF No. 11].
5. The TRO is consistent with the powers granted to the Receiver to control assets of
the Defendants that can be traced to investors’ funds. Specifically, the TRO restrained all
Defendants, including Mr. Quiros, from any use or withdrawal of any kind of the assets or property
that would go on to be administered by the Receiver in the discharge of his duties. [ECF No. 11]
411 III. A. The TRO also required each financial institution identified by the SEC to freeze each
account identified by the SEC that was associated with the Defendants such that no Defendant
could dissipate the contents of the account on his, her or its own. Id. If III. B.
6. On August 23, 2017, based on Mr. Quiros’ agreement with the SEC and consent,
the Court entered a Judgment of Permanent Injunction and Other Relief Against Defendant Ariel
Quiros [ECF No. 398], which in pertinent part, maintained the asset freeze set forth in the TRO
(as modified by the Court’s April 25, 2016 and May 27, 2016 Orders [ECF Nos. 82 and 148]) and
the Preliminary Injunction [ECF No. 238]. Pursuant to the Judgment of Permanent Injunction, the
Court retained jurisdiction to determine the amount of disgorgement, prejudgment interest and
civil penalty to be assessed against Mr. Quiros.
7. On February 2, 2018, based on the agreement and consent of Mr. Quiros, the SEC
filed an Unopposed Motion for Entry of Final Judgments against Defendants Arid l Quiros and
William Stenger and for Court to Establish Fair Fund [ECF No. 447].
8. As demonstrated above, the Permanent Injunction and the Final Judgment,
including the agreement to disgorge significant assets, were entered based on Mr. Quiros’ consent
5
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 51 of 73

and agreement after good faith negotiations with the SEC. Likewise, the Settlement Agreement at
issue in the instant Motion is the result of Mr. Quiros’ cooperation and good faith negotiations
with the Receiver.
SETTLEMENT TERMS AND CONDITIONS
9. The Settlement Agreement arises out of the SEC-Quiros Settlement and would not
have occurred but for that settlement and the concomitant transfer of the Disgorged Assets to the
Receiver. Subsequent to the SEC-Quiros Settlement, the Receiver and Mr. Quiros, through
counsel, have been negotiating for months in good faith and at arm’s length. These negotiations
have included multiple lengthy in-person meetings and telephone conferences.
10. Throughout this investigation, the Receiver and Mr. Quiros were represented by
experienced and diligent counsel vigorously pressing their respective clients’ positions,
underscoring the risk of litigation in temis of time, expense, and uncertainty of outcome.
11. On or about May 20, 2016, the Receiver commenced a lawsuit in the District Court
against Mr. Quiros, Case No.: 1: 16-CV-21831-JAL (the “Receiver’s Action”), seeking damages
against Mr. Quiros for claims arising out of his pre-receivership dealings with the Receivership
Entities. Mr. Quiros disputes the factual and legal bases of such claims and has indicated his
intention to defend any such claims vigorously.
12. The Receiver and Mr. Quiros reached a settlement and compromise of their disputes
as memorialized in the Settlement Agreement to avoid further expense, delay, and the risk and
uncertainty of litigation, without admission of any liability or concession to the Receiver’s
potential claims and Mr. Quiros’ potential defenses. The principal terms of the Settlement
6
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 52 of 73
Agreement are summarized below.7
13. In consideration of the releases being given by the Receiver to Mr. Quiros, the
dismissal of the Receiver’s Action, with prejudice, and the Receiver’s covenant to use his best
efforts to obtain the entry of the Bar Order Provision (as set forth below), upon the Effective Date
of the settlement, Mr. Quiros agrees as follows:
(a) Waiver of Any Interest in the Receivership Entities; Resort Properties; and
Disgorged Assets. Mr. Quiros, on behalf of himself and on behalf of anyone that claims
through him, shall waive any and all rights, title, claim, or interest in or against any and all
Receivership Entities and any and all real or personal property or other rights owned, used
or possessed by the Receivership Entities, including but not limited to all property used by
the Receivership Entities in the operation of the Jay Peak Resort and the Burke Mountain
Hotel and their related assets. This waiver is intended to be the broadest possible waiver
resulting in Quiros having no remaining right, title, claim, or interest whatsoever in the
Receivership Entities, the Jay Peak Resort, the Burke Mountain Hotel, Jay Peak Mountain,
Burke Mountain, including but not limited to, any real or personal property related to or
utilized by the Jay Peak Resort and the Burke Mountain Hotel.
(b) No Entitlement to Share in Proceeds. Mr. Quiros shall waive any right or
entitlement to share in any sales proceeds of the Receivership Entities, the Jay Peak Resort,
the Burke Mountain Hotel, Jay Peak Mountain, Burke Mountain, including but not limited
to, any real or personal property related to or utilized by the Jay Peak Resort and the Burke
Mountain Hotel.
7 This description of the Settlement Agreement is only a summary. The Settlement Agreement memorializes all of
the terms and conditions of the parties’ agreement and parties in interest are encouraged to read it in full and consult
with a lawyer, if necessary.
7
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 53 of 73

(c) Waiver of Standing. Mr. Quiros shall no longer have any standing to appear
or be heard in the SEC Action with respect to matters concerning the Receiver’s
administration of the receivership estate or the Receivership Entities and with respect to
matters concerning the operation of the Jay Peak Resort, the Burke Mountain Hotel, or
their related assets specifically including the sale thereof.
(d) Bar Order. The Receiver will use his best efforts to obtain the entry of the
Bar Order enjoining all investors and creditors of the Receivership Entities (excluding
governmental entities) from prosecuting or pursuing any claims against Mr. Quiros arising
out of the facts related to the SEC Action.
SETTLEMENT APPROVAL PROCEDURES
14. To afford parties affected by the Settlement Agreement and the Bar Order Provision
notice and an opportunity to object and participate in a hearing, the Receiver proposes the
following procedures for notice, objections, and a hearing (the “Settlement Approval Procedures”):
(a) Notice. The Receiver will prepare a notice substantially in form and content
as Exhibit “D” to the Settlement Agreement (the “Notice”), which will contain a
description of the Settlement Agreement and the Bar Order Provision and afford affected
parties the opportunity to obtain complete copies of all the settlement related papers; the
notice will be distributed in accordance with the items below.
(b) Service. The Receiver will serve the Notice no later than five (5) days after
entry of the Preliminary Approval Order via email (or if no electronic mailing address is
available, then by first class U.S. mail, postage prepaid) to
(i) all counsel who have appeared of record in the SEC Action;
(ii) all counsel for all investors who are known by the Receiver to have
appeared of record in any legal proceeding or arbitration commenced by or on
behalf of any individual investor or putative class of investors seeking relief against
any person or entity relating in any manner to the Receivership Entities or the
subject matter of the SEC Action; and
(iii) all known investors in each and every one of the Receivership
Entities identified in the investor lists in the possession of the Receiver at the
addresses set forth therein.
-8
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 54 of 73

(c) Publication. The Receiver will publish the Notice no later than ten (10) days
after entry of the Preliminary Approval Order
(i) twice a week for a period of not less than two (2) weeks in the
Vermont Digger; and
(ii) on the website maintained by the Receiver in connection with the
SEC Action (www.JayPeakReceivership.com), on which there is a “drop down”
feature that permits viewers to convert website text to seven languages.
(d) Copies upon Request. The Receiver will provide promptly copies of the
Motion, the Settlement Agreement, and all exhibits and attachments thereto, to any person
who requests such documents via email to Kimberly Abbate at
kimberly.abbate@akerman.com, or via telephone by calling Ms. Abbate at 954-759-8929.
(e) Evidence of Compliance. No later than 5 days before the Final Approval
Hearing (defined below), the Receiver will file with the Court in the SEC Action written
evidence of compliance with items (i) through (iv) above either in the form of an affidavit
or declaration.
(f) Hearing. The Receiver requests that the Court schedule a hearing (the
“Final Approval Hearing”) to consider final approval of the Settlement Agreement and the
Bar Order Provision on a date that is at least 30 calendar days after the entry of the
Preliminary Approval Order.
(g) Objection Deadline and Objections.
(i) The Receiver requests that the Court require any person who objects
to the Settlement Agreement or the Bar Order Provision to file an objection with
the Court no later than 21 calendar days after entry of the Preliminary Approval
Order (the “Objection Deadline”).
(ii) The Receiver requests that the Court require all such objections to
(A) be in writing;
(B) be signed by the person filing the objection, or his or her
attorney;
(C) state, in detail, the factual and legal grounds for the
objection;
(D) attach any document the Court should review in considering
the objection and ruling on the Motion;
(E) require the person filing the objection to make a request to
appear at the Final Approval Hearing if the person intends to appear; and
9
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 55 of 73

(F) be served by email or regular mail on the Receiver and
Quiros’ counsel.
(iii) The Receiver requests that no person be permitted to argue at the
Final Approval Hearing unless such person has complied with the requirements of
these procedures.
(iv) The Receiver also requests that any party to the Settlement
Agreement be authorized to file a response to the objection before the Final
Settlement Hearing.
RELIEF REQUESTED
15. The Receiver respectfully requests (i) entry of the Preliminary Approval Order
upon the filing of this Motion, and (ii) entry of the Settlement Order, including the Bar Order
Provision, after expiration of the Objection Deadline if no objections are timely filed, or after the
Final Approval Hearing, if objections are timely filed.
BASIS FOR REQUESTED RELIEF
“A district court has broad powers and wide discretion to determine relief in an equity
receivership.” SEC. v. Elliott, 953 F .2d 1560, 1566 (11th Cir. 1992). In such an action, a district court
has the power to approve a settlement that is fair, adequate and reasonable, and is the product of good
faith after an adequate investigation by the receiver. Sterling v. Steward, 158 F. 3d 1199 (11th Cir.
1998). “Determining the fairness of the settlement is left to the sound discretion of the trial court and
we will not overturn the court’s decision absent a clear showing of abuse of that discretion.” Id.
at 1202 (quoting Bennett v. Behring Corp., 737 F.2d 982, 986 (1 1th Cir. 1984) (emphasis supplied).
A district court also has the power to enter an order permanently enjoining third parties from
bringing any claims against a settling party that could have been asserted by or through the receivership
or in connection with any of the facts giving rise to the receivership- often referred to as a “bar order.”
SEC v. Kaleta, 530 Fed. Appx. 360 (5th Cir. 2013) (approving bar order in SEC receivership). Bar
orders are appropriate “to assist the parties in reaching a settlement.” Matter of Muilford, Inc., 97 F.
– 10 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 56 of 73
3d 449, 455 (11th Cir. 1996) (approving a bar order in a bankruptcy case). As set forth above, in
furtherance of reaching a settlement with Mr. Quiros, the Receiver agreed to use his best efforts to
obtain the entry of a bar order. Accordingly, the Receiver moves for the entry of a bar order preventing
all investors and creditors of the Receivership Entities (excluding governmental entities) from
prosecuting or pursuing any claims against Mr. Quiros arising out of the facts related to the SEC
Action and submits that the bar order is warranted and appropriate under the circumstances
presented.
The Receiver notes, as indicated below, that he has conferred with the SEC, and the SEC has
no objection to the relief requested in this Motion, including the request for entry of a Bar Order.
The powers of the Court also include the fixing of procedures for the grant of such relief, as
long as due process is afforded to affected persons. See Elliott, 953 F.2d at 1566.
A. The Settlement Agreement is fair, adequate, and reasonable.
To approve a settlement in an equity receivership, a district court must find the settlement is
fair, adequate and reasonable, and is not the product of collusion between the parties. Sterling, 158
F.2d at 1203. To determine whether the settlement is fair, the court should examine the following
factors: “(1) the likelihood of success; (2) the range of possible [recovery]; (3) the point on or below
the range of [recovery] at which settlement is fair, adequate and reasonable; (4) the complexity,
expense and duration of litigation; (5) the substance and amount of opposition to the settlement; and
(6) the stage of proceedings at which the settlement was achieved.” Id at 1203 n.6 (citing Bennett, 737
F.2d at 986 (11th Cir. 1984)).
Upon due consideration of these governing factors, the Settlement Agreement should be
approved. Before entering into the Settlement Agreement, the Receiver and his counsel carefully
considered and dutifully investigated all potential claims of the Receivership Entities against Mr.
Quiros; the defenses to be asserted to those claims in the event of litigation; the delay and expense
46716387;2
– 11 –

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 57 of 73
of litigating such claims; the uncertainty of outcome in any such litigation; and the possibility of
appeal by Mr. Quiros of any adverse outcome. The Receiver entered into the Settlement Agreement
after extensive, arm’s length negotiations conducted between the parties and their experienced
counsel in good faith. It was, of course, not the product of collusion.
Indeed, it bears mention that the process of negotiating the telins of the proposed settlement
occurred over a period of many months, during the course of which Mr. Quiros and his counsel
were cooperative with the Receiver’s efforts on behalf of the Receivership Entities. The proposed
settlement marks the culmination of those efforts and is reflected in the Settlement Agreement and
this Motion.
The Settlement Agreement provides for Mr. Quiros’ waiver of any and all rights, title,
claim, or interest in or against any and all Receivership Entities and any and all real or personal
property or other rights owned, used, or possessed by the Receivership Entities, including but not
limited to all property used by the Receivership Entities in the operation of the Jay Peak Resort
and the Burke Mountain Hotel and their related assets. This will pave the way for the Receiver to
sell the Jay Peak Resort and the Burke Mountain Hotel and their related assets and distribute the
proceeds thereof to the investors and creditors. The Settlement Agreement, therefore, provides a
substantial benefit to the Receivership Entities and their investors and other creditors.
Accordingly, the Settlement Agreement is fair, adequate and reasonable, and not the product of
collusion.
B. The Bar Order Provision is appropriate relief.
District courts have the power to enter bar orders in equity receiverships where necessary
or appropriate as ancillary relief in the context of the underlying action. Kaleta, 530 Fed. Appx. at
362. As the Fifth Circuit has explained, a district court has “inherent equitable authority to issue a
– 12 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 58 of 73
variety of ancillary relief measures in actions brought by the SEC to enforce the federal securities
laws[.]” Id. (internal quotations omitted). See also All-Writs Act, 28 U.S.C. 1651; In re Baldwin-
United Corp. (Single Premium Deferred Annuities Ins. Litig.), 770 F.2d 328, 338 (2d Cir. 1985).
Such ancillary relief includes injunctions against non-parties as part of settlements in the
receivership. Kaleta, 530 Fed. Appx. at 362.
This power to enter bar orders is consistent with the Eleventh Circuit’s recognition of the
district court’s “broad powers and wide discretion to determine relief in an equity receivership
[that] derives from the inherent powers of an equity court [to] fashion relief[.]” See Elliott, 953
F.2d at 1566. Moreover, the Eleventh Circuit has expressly held that district courts have the power
to enter bar orders. Seaside Engineering & Surveying, 780 F. 3d at 1081 (affirming entry of a bar
order through a chapter 11 plan where “fair and equitable”); Munford, 97 F. 3d at 455 (affianing
entry of a bar order over objection of non-settling defendants); In re U.S. Oil and Gas Lit., 967 F.
2d 489 (11th Cir. 1992) (affirming entry of a bar order over objection of non-settling codefendants).
8
Citing the Eleventh Circuit’s precedents in Munford and US. Oil and Gas Litigation, in
the Mutual Benefits case, the court concluded that bar orders are “within this Court’s jurisdiction
and equitable authority to enter and enforce”. Mutual Benefits Corp., No. 04-60573, slip op. [ECF
No. 2345] at 8. Accordingly, courts in this District have regularly entered bar orders in SEC
receiverships and in bankruptcy cases. Latin American Services Co., Ltd., No. 99-2360, slip op.
[ECF No. 353] at 4 (entering a bar order against all investors over investor objection); In re
________________________________
8 The Eleventh Circuit’s approval of bar orders in bankruptcy cases is particularly persuasive here in that the Eleventh
Circuit has also recognized the parallels between bankruptcy proceedings and equity receiverships. See Bendall v.
Lancer Management Group, LLC, 523 Fed. Appx. 554, 557 (11th Cir 2013) (“Given that a primary purpose of both
receivership and bankruptcy proceedings is to promote the efficient and orderly administration of estates for the benefit
of creditors, we will apply cases from the analogous context of bankruptcy law, where instructive, due to limited case
law in the receivership context.”).
– 13 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 59 of 73

Rothstein Rosenfeldt Adler, PA, 2010 WL 3743885, at *7 (Bantu. S.D. Fla. Sept. 22, 2010)
(entering bar order that was “fair and equitable”). Indeed, this Court has expressly recognized this
authority and the benefits of bar orders when it approved entry of a Bar Order in this case in
connection with the Raymond James Settlement. See [ECF No. 353].
For the reasons set forth herein, the Receiver respectfully submits that the Bar Order is
appropriate and warranted under the circumstances presented.
C. The Settlement Approval Procedures comply with due process, in that they afford
persons affected by the Settlement Agreement and Bar Order notice and an
opportunity to be heard in a manner that is good and sufficient under the
circumstances.
“Due process requires notice and an opportunity to be heard.” Elliot, 953 F.2d at 1566. The
procedures required to satisfy due process vary “according to the nature of the right and to the type
of proceedings.” Id. “[A] hearing is not required if there is no factual dispute.” Elliot, 953 F.2d at
1566. Ultimately, due process requires procedures that are “fair.” Id. The Settlement Approval
Procedures meet these requirements.
The form and content of the Notice provide a reasonable opportunity to evaluate and object
to the Motion, the Settlement Agreement and the Bar Order Provision. The Notice contains a
description of the settlement, including the Bar Order Provision, the parties to the Settlement
Agreement, and the material terms thereof. The Notice provides a reasonable description and
warning that the rights of the person receiving or reviewing it may be affected by the Settlement
Agreement and Bar Order Provision, and of such person’s right to object and the manner in which
to make such an objection.
The manner and method of service and publication set forth in the Settlement Approval
Procedures is reasonably calculated under the circumstances to disseminate the Notice to all
affected parties. The Notice will be served on counsel of record in the SEC Action and on counsel
– 14 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 60 of 73

for investors appearing of record in any legal proceeding or arbitration relating to investors. The
Notice will be served on all investors identified in the investor lists maintained by the Receivership
Entities, The Notice will also be served on all non-investor creditors identified after a reasonable
search. Therefore, all investors and creditors of which the Receiver has actual knowledge will receive
actual service of the Notice.
In addition, the Notice will be published in the Vermont Digger, which has run many stories
on Quiros and the Jay Peak projects and is believed to be followed by many stakeholders in the
Receivership Entities. The Notice will also be published on the Receiver’s website, which has been
online since the Receiver’s appointment and is available in seven languages. Such publication is
reasonably calculated to apprise persons not receiving actual service of the Notice that their rights may
be affected and of their opportunity to object.
Accordingly, the Settlement Approval Procedures furnish all parties in interest a full and fair
opportunity to evaluate the Motion, the Settlement Agreement and the Bar Order Provision, and to
object thereto.
CONCLUSION
WHEREFORE, the Receiver respectfully requests that the Court grant the Motion, and
enter the Preliminary Approval Order and the Settlement Order, in the manner set forth above.
LOCAL RULE 7.1 CERTIFICATION OF COUNSEL
Pursuant to Local Rule 7.1, undersigned counsel hereby certifies that he has conferred with
counsel for the Securities and Exchange Commission whom takes no position on this Motion or
the relief requested.
– 15 –
46716387;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 61 of 73

Exhibit C
(Form of Procedures Order)
43797550;1
45351214;1

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 62 of 73

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
CASE NO.: 16-cv-21301-GAYLES
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
V.
ARIEL QUIROS,
WILLIAM STENGER,
JAY PEAK, INC.,
Q RESORTS, INC.,
JAY PEAK HOTEL SUITES L.P.,
JAY PEAK HOTEL SUITES PHASE II. L.P.,
JAY PEAK MANAGEMENT, INC.,
JAY PEAK PENTHOUSE SUITES, L.P.,
JAY PEAK GP SERVICES, INC.,
JAY PEAK GOLF AND MOUNTAIN SUITES L.P.,
JAY PEAK GP SERVICES GOLF, INC.,
JAY PEAK LODGE AND TOWNHOUSES L.P.,
JAY PEAK GP SERVICES LODGE, INC.,
JAY PEAK HOTEL SUITES STATESIDE L.P.,
JAY PEAK GP SERVICES STATESIDE, INC.,
JAY PEAK BIOMEDICAL RESEARCH PARK L.P.,
AnC BIO VERMONT GP SERVICES, LLC,
Defendants, and
JAY CONSTRUCTION MANAGEMENT, INC.,
GSI OF DADE COUNTY, INC.,
NORTH EAST CONTRACT SERVICES, INC.,
Q BURKE MOUNTAIN RESORT, LLC,
Relief Defendants.
Q BURKE MOUNTAIN RESORT, HOTEL
AND CONFERENCE CENTER, L.P.
Q BURKE MOUNTAIN RESORT GP SERVICES, LLC,
Additional Receivership Defendants’
‘See Order Granting Receiver’s Motion to Expand Receivership dated April 22, 2016 [ECF No.: 60],
46238866,2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 63 of 73

ORDER (I) PRELIMINARILY APPROVING SETTLEMENT
BETWEEN RECEIVER AND ARIEL QUIROS (II) APPROVING FORM AND
CONTENT OF NOTICE, AND MANNER AND METHOD OF SERVICE
AND PUBLICATION; (III) SETTING DEADLINE TO OBJECT TO APPROVAL OF
SETTLEMENT AND ENTRY OF BAR ORDER; AND (V) SCHEDULING A HEARING
THIS MATTER came before the Court upon the Motion for (i) Approval of Settlement
between the Receiver and Ariel Quiros; (ii) Entry Of Bar Order; (iii) Approval of Form, Content
and Manner of Notice of Settlement and Bar Order and Incorporated Memorandum of Law [ECF
No. ] (the “Motion”) filed by Michael I. Goldberg, as the Court-appointed receiver (the
“Receiver”) of the entities set forth on Exhibit A to this Order (the “Receivership Entities”) in
the above-captioned civil enforcement action (the “SEC Action”). The Motion concerns the
Receiver’s request for approval of the proposed settlement with Ariel Quiros set forth in the
Settlement Agreement dated August , 2018 (the “Settlement Agreement”) attached as Ex. A
to the Motion. Terms used but not defined in this Order have the meaning ascribed to them in
the Settlement Agreement.
By way of the Motion, the Receiver seeks an Order preliminarily approving the
Settlement Agreement and establishing procedures to provide notice of the settlement and an
opportunity to object, setting a deadline to object, and scheduling a hearing. After reviewing the
terms of the Settlement Agreement, reviewing the Motion and its exhibits, and considering the
arguments and proffers set forth in the Motion, the Court preliminarily approves the Settlement
Agreement and hereby establishes procedures for final approval of the Settlement Agreement
and entry of the Bar Order as follows:
1. Preliminary Approval. Based upon the Court’s review of the Settlement Agreement,
the Motion and its attachments, and upon the arguments and proffers set forth in the
46238866;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 64 of 73

Motion, the Court preliminarily finds that the settlement is fair, adequate and reasonable,
is a prudent exercise of the business judgment by the Receiver, and is the product of good
faith, arm’s length and non-collusive negotiations between the Receiver and Arid l Quiros.
The Court, however, reserves a final ruling with respect to the terms of the Settlement
Agreement, including the Bar Order, until after the Final Approval Hearing (defined
below).
2. Notice. The Court approves the form and content of the notice attached as Ex. C to the
Settlement Agreement (the “Notice”). Service or publication of the Notice in accordance
with the manner and method set forth in this paragraph constitutes good and sufficient
notice, and is reasonably calculated under the circumstances to notify all interested
parties of the Motion, the Settlement Agreement and the Bar Order, and of their
opportunity to object thereto and attend the Final Approval Hearing (defined below)
concerning these matters; furnishes all parties in interest a full and fair opportunity to
evaluate the settlement and object to the Motion, the Settlement Agreement, the Bar
Order, and all matters related thereto; and complies with all requirements of applicable
law, including, without limitation, the Federal Rules of Civil Procedure, the Court’s local
rules, and the Unites States Constitution. Accordingly:
a. The Receiver is directed, no later than 10 days after entry of this Order, to cause
the Notice in substantially the same form as attached to the Settlement
Agreement, to be served via email (or if no electronic mailing address is
available, then by first class U.S. mail, postage prepaid) to:
i. all counsel who have appeared of record in the SEC Action;
all counsel for all investors who are known by the Receiver to have
appeared of record in any legal proceeding or arbitration commenced by
46238866;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 65 of 73

or on behalf of any individual investor or putative class of investors
seeking relief against Ariel Quiros in any manner related to the
Receivership Entities or the subject matter of the SEC Action; and
all known investors in each and every one of the Receivership Entities
identified in the investor lists in the possession of the Receiver at the
addresses set forth therein.
b. The Receiver is directed, no later than 10 days after entry of this Order, to cause
the Notice in substantially the same form as attached to the Settlement Agreement
to be published
i. twice a week for two consecutive weeks in the Vermont Digger; and
ii, on the website maintained by the Receiver in connection with the SEC
Action (www.JayPeakReceivership.com).
c. The Receiver is directed to promptly provide copies of the Motion, the Settlement
Agreement, and all exhibits and attachments thereto, to any person who requests
such documents via email or other written notice to Kimberly Abbate at
kimberly.abbate@akerman.com, or via telephone by calling Ms. Abbate at 954-
759-8929. The Receiver may provide such materials in the form and manner that
the Receiver deems most appropriate under the circumstances of the request.
d. The Receiver is directed, no later than 5 days before the Final Approval Hearing
(defined below), to file with the Court in the SEC Action written evidence of
compliance with the subparts of this paragraph, which may be in the form of an
affidavit or declaration.
3. Final Hearing. A hearing will take place before the Honorable Danin P. Gayles in the
United States District Court for the Southern District of Florida, Wilkie D. Ferguson
United States Courthouse, 400 North Miami Avenue, Miami, Florida 33128, in
Courtroom 11-1, at : .m. on 2018 (the “Final Approval
46238866,2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 66 of 73

Hearing”). The purposes of the Final Approval Hearing will be to consider final approval
of the Settlement Agreement and the entry of a Bar Order as provided in Ex. B to the
Settlement Agreement.
4. Objection Deadline; Objections and Appearances at the Final Approval Hearing.
Any person who objects to the terms of the Settlement Agreement, the Bar Order
provision, the Motion, or any of the relief related to any of the foregoing, must file an
objection, in writing, with the Court pursuant to the Court’s Local Rules, no later than
, 2018. All objections filed with the Court must:
a, Contain the name, address, telephone number of the person filing the objection or
his or her attorney;
b. Be signed by the person filing the objection, or his or her attorney;
c. State, in detail, the factual and legal grounds for the objection;
d. Attach any document the Court should review in considering the objection and
ruling on the Motion; and
e. If the person filing the objection intends to appear at the Final Approval Hearing,
make a request to do so.
Subject to the discretion of this Court, no person will be permitted to appear at the Final
Approval Hearing without first filing a written objection and requesting to appear at the
hearing in accordance with the provisions of this paragraph. Copies of any objections
filed must be served by email or regular mail on:
Michael I. Goldberg
(michael.goldberg@akerman.corn)
Akerman LLP
350 East Las Olas Boulevard, Ste. 1600
Fort Lauderdale, FL 33301
46238866;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 67 of 73
-and-
Melissa Visconti, Esq.
(mvisconti@dvllp.corn)
Damian & Valori, LLP
1000 Brickell Avenue, Suite 1020
Miami, FL. 33131
Any person failing to file an objection by the time and in the manner set forth in this
paragraph shall be deemed to have waived the right to object (including any right to
appeal) and to appear at the Final Approval Hearing, and such person shall be forever
barred from raising such objection in this action or any other action or proceeding,
subject to the discretion of this Court.
5. Responses to Objections. Any party to the Settlement Agreement may respond to an
objection filed pursuant to this Order by filing a response in the SEC Action. To the
extent any person filing an objection cannot be served by the Court’s CM/ECF system, a
response must be served to the email address provided by that objector, or, if no email
address is provided, to the mailing address provided.
6. Adjustments Concerning Hearing and Deadlines. The date, time and place for the
Final Approval Hearing, and the deadlines and other requirements in this Order, shall be
subject to adjournment, modification or cancellation by the Court without further notice
other than that which may be posted by means of the Court’s CM/ECF system in the SEC
Action. If no objections are timely filed or if the objections are resolved before the
hearing, the Court may cancel the Final Approval Hearing.
7. Jurisdiction. The Court retains jurisdiction to consider all further matters relating to the
46238866;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 68 of 73

Motion or the Settlement Agreement, including, without limitation, entry of an Order
finally approving the Settlement Agreement and the Bar Order provision.
DONE AND ORDERED in Chambers at Miami, Florida, this day of , 2018.
DARRIN P. GAYLES
UNITED STATES DISTRICT JUDGE
46238866;2
Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 69 of 73

Exhibit A
(List of Receivership Entities)2
Jay Peak, Inc.
Q Resorts, Inc.
Jay Peak Hotel Suites L.P.
Jay Peak Hotel Suites Phase II L.P.
Jay Peak Management, Inc.
Jay Peak Penthouse Suites L.P.
Jay Peak GP Services, Inc.
Jay Peak Golf and Mountain Suites L.P.
Jay Peak GP Services Golf, Inc.
Jay Peak Lodge and Townhouses L.P.
Jay Peak GP Services Lodge, Inc.
Jay Peak Hotel Suites Stateside L.P.
Jay Peak GP Services Stateside, Inc.
Jay Peak Biomedical Research Park L.P.
AnC Bio Vermont GP Services, LLC
Q Burke Mountain Resort, Hotel and Conference Center, L.P.
Q Burke Mountain Resort GP Services, LLC
Jay Construction Management, Inc.
GSI of Dade County, Inc.
North East Contract Services, Inc.
Q Burke Mountain Resort, LLC
Q Burke Mountain Resort, Hotel and Conference Center, L.P.
Q Burke Mountain Resort GP Services, LLC
AnC Bio VT, LLC
2 Receivership Entities shall include any affiliates and subsidiaries of the Receivership Entities.
46238866;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 70 of 73
Exhibit D
(Form of Notice)
43797550.1
45357214;1

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 71 of 73
UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF FLORIDA
CASE NO.: 16-cv-21301-GAYLES
SECURITIES AND EXCHANGE COMMISSION,
Plaintiff,
V.
ARIEL QUIROS,
WILLIAM STENGER,
JAY PEAK, INC.,
Q RESORTS, INC.,
JAY PEAK HOTEL SUITES L.P.,
JAY PEAK HOTEL SUITES PHASE II. L.P.,
JAY PEAK MANAGEMENT, INC.,
JAY PEAK PENTHOUSE SUITES, L.P.,
JAY PEAK GP SERVICES, INC.,
JAY PEAK GOLF AND MOUNTAIN SUITES L.P.,
JAY PEAK GP SERVICES GOLF, INC.,
JAY PEAK LODGE AND TOWNHOUSES L.P.,
JAY PEAK GP SERVICES LODGE, INC.,
JAY PEAK HOTEL SUITES STATESIDE L.P.,
JAY PEAK GP SERVICES STATESIDE, INC.,
JAY PEAK BIOMEDICAL RESEARCH PARK L.P.,
AnC BIO VERMONT GP SERVICES, LLC,
Defendants, and
JAY CONSTRUCTION MANAGEMENT, INC.,
GSI OF DADE COUNTY, INC.,
NORTH EAST CONTRACT SERVICES, INC.,
Q BURKE MOUNTAIN RESORT, LLC,
Relief Defendants.
Q BURKE MOUNTAIN RESORT, HOTEL
AND CONFERENCE CENTER, L.P.
Q BURKE MOUNTAIN RESORT GP SERVICES, LLC,
Additional Receivership Defendants’
NOTICE OF PROCEEDINGS TO APPROVE SETTLEMENT WITH
ARIEL QUIROS AND BAR ORDER
1See Order Granting Receiver’s Motion to Expand Receivership dated April 22, 2016 [ECF No.: 601.
46239598,2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 72 of 73
PLEASE TAKE NOTICE that Michael I. Goldberg, as the Court-appointed receiver (the
“Receiver”) of the entities (the “Receivership Entities”) in the above-captioned civil enforcement
action (the “SEC Action”), has entered into an agreement with Ariel Quiros (the “Ariel Quiros
Settlement Agreement”) to settle all claims that were and could have been asserted against Ariel
Quiros by the Receiver, the Receivership Entities, or any person or entity claiming by or through
such entities or relating in any way to the claims asserted in the SEC Action.
PLEASE TAKE FURTHER NOTICE that the Receiver has requested that the Court
approve the Ariel Quiros Settlement Agreement and include in the order approving such
Agreement a provision permanently barring, restraining and enjoining any person or entity from
pursuing claims, including claims you may possess, against Ariel Quiros relating to the SEC
Action (the “Bar Order”).
PLEASE TAKE FURTHER NOTICE that the material terms of the Ariel Quiros
Settlement Agreement is that Ariel Quiros, on behalf of himself and anyone that claims through
him (including his wife and children), shall fully and forever waive any rights, title, claims or
interest in or against any and all Receivership Entities and any and all real or personal property
or other rights owned, used or possessed by the Receivership Entities in the operation of the Jay
Peak Resort or the Burke Mountain Hotel and their related assets. The Settlement Agreement
further provides that Ariel Quiros shall have no remaining right, title, claims or interest
whatsoever in the Receivership Entities, the Jay Peak Resort, the Burke Mountain Hotel, Jay
Peak Mountain, Burke Mountain, including but not limited to, any real or personal property
related to or utilized by the Jay Peak Resort and Burke Mountain Hotel. The Receiver has a
present and immediate need to resolve Ariel Quiros claims to any of the Receivership Entities,
including their property or proceeds of their sale, so that he may undertake a sales process of the
Jay Peak Resort and Burke Mountain Hotel and their related assets and distribute the proceeds of
those sales, subject to Court approval, to the Investors who may be entitled to share in such
distribution, as to be determined by the Court at a later time Ariel Quiros is waiving such rights
in exchange for a broad release from the Receivership Entities and the Receiver’s promise to seek
the entry of a Bar Order.
PLEASE TAKE FURTHER NOTICE that copies of the Ariel Quiros Settlement
Agreement; the Motion for (i) Approval of Settlement between Receiver and Ariel Quiros;
(ii) Approval of Form, Content and Manner of Notice of Settlement and Bar Order; and (iii)
Entry of a Bar Order [ECF No. ] (the “Motion”); together with the proposed Bar Order; and
other related papers, may be obtained from the Court’s docket in the SEC Action or from the
website created by the Receiver (www.JayPeakReceivership.com). Copies of the Motion may
also be obtained by email or other written communication to Kimberly Matregrano at
kimberly.matregrano a,akennan.com or by telephone by calling Ms. Matregrano at 954-759-
8929.
PLEASE TAKE FURTHER NOTICE that the final hearing on the Motion, at which time
the Court will consider approval of the Ariel Quiros Settlement Agreement including grant of the
releases and issuance of the Bar Order, is set before the Honorable Darrin P. Gayles, the United
States Courthouse, 400 North Miami Avenue, Miami, Florida 33128, in Courtroom 11-1, at
.m. on , 2018 (the “Final Approval Hearing”).
46239598;2

Case 1:16-cv-21301-DPG Document 501 Entered on FLSD Docket 10/19/2018 Page 73 of 73
Any objection to the Arid l Quiros Settlement Agreement, the Motion or any related
matter, including, without limitation, entry of the Bar Order, must be filed, in writing, with the
Court in the SEC Action, and served by email or regular mail, on Michael I. Goldberg
(michael.goldberggakerman.com), Akennan LLP, 350 East Las Olas Boulevard, Suite 1600,
Fort Lauderdale, FL 33301 and Melissa Visconti, (mvisconti(c&IvIlp.com) Damian & Valori,
LLP 1000 Brickell Avenue, Ste. 1020 Miami, Florida 33131 no later than
2018 (the “Objection Deadline”), and such objection must be made in accordance with the
Court’s Settlement Order [ECF No. 1.
PLEASE TAKE FURTHER NOTICE that any person or entity failing to file an objection
on or before the Objection Deadline and in the manner required by the Settlement Order may not
be heard by the Court, subject to the Court’s discretion. Those wishing to appear and present
objections at the Final Approval Hearing must include a request to appear in their written
objection. If no objections are timely filed, the Court may cancel the Final Approval
Hearing without further notice.
This matter may affect your rights. You may wish to consult an attorney.
# # #
46239598;2