SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement (''Agreement") with an effective date of 

February 22, 2013 ("Effective Date"), by, between, and among the following Parties: the 

Plaintiff Federal Deposit Insurance Corporation in its capacity as receiver for NetBank, FSB 

("FDIC") , and Samuel Gbilia ("Gbilia"), individually and Golden Key Realty & Mortgage 

Banker, Inc., a California Corporation ("Golden Key"), jointly and severally (collectively the 

"Settling Defendants") (individually, the FDIC and the Settling Defendants may be referred to 

herein as "Party" and collectively as the "Parties"). 

RECITALS 

WHEREAS: 

Prior to September 27, 2007, NetBank ("Bank") was a depository institution organized 

and existing under the laws of Alpharetta, Georgia. Pursuant to Order No. 2007-43, issued by 

the Office of Thrift Supervision on September 27, 2007, the FDIC was appointed Receiver of 

NetBank. On September 28, 2007, the FDIC accepted its appointment as Receiver of NetBank 

in accordance with the Federal Deposit Insurance Act, as amended, by Receiver-In-Charge, 

Robert Schoppe. On the same date, NetBank's bank charter was pulled and all assets were 

placed in an FDIC Receivership. In accordance with 12 U.S.C. § 1 821(d), the FDIC as receiver 

succeeded to all rights, titles, powers and privileges of the Bank, including those with respect to 

its assets. 

Among the assets to which the FDIC as receiver succeeded was the subject matter of this 

case because, as Receiver of NetBank and by express operation of law, FDIC-Receiver assumes 

all rights, titles, powers, privileges, and operations ofNetBank. See 12 U.S.C. § 1821(d)(2). As 

Receiver and upon assumption of all of NetBank's operations, FDIC-Receiver essentially stands 

in NetBank's shoes and operates as its successor. Id § 182l(d)(2)(B) . Accordingly these rights 

include NetBank's choses in action against all parties in the captioned case. 

On September 22, 2010, the FDIC filed a complaint for money damages against certain 

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persons, including the Settling Defendants, who were involved in a series of loan transactions 

brokered by Golden Key. Those claims for damages are now pending in the United States 

District Court for the Northern District of California, Oakland Division, Case: 3: 1 O-cv-04285-

WHA for a mortgage loan recovery action ("MLR Action"). The Settling Defendants failed to 

plead or otherwise defend and Plaintiff is entitled to judgment. The only matter pending before 

the Court at this time is a Motion for Default Judgment filed by the FDIC seeking damages in the 

amount of $2,020,810.00. 

The Parties deem it in their best interests to enter into this Agreement to avoid the 

uncertainty, trouble, and expense of further litigation. 

NOW, THEREFORE, in consideration of the promises, undertakings, payments, and 

releases stated herein, the sufficiency of which consideration is hereby acknowledged, the Parties 

agree, each with the other, as follows: 

SECTION I: Payment to FDIC 

1) The general terms of settlement regarding the Parties are identified as follows:

a) As an essential covenant and condition to this Agreement, the Settling Defendants

and the FDIC agree to enter into a joint motion for consent judgment ("Consent

Judgment") against Settling Defendants in the amount of one million two hundred

and fifty thousand dollars ($1,250,000.00), plus interest thereon from the date of the

execution of this Agreement through the date the judgment is fully satisfied, at the

rate of one year U.S. Treasury bills as reported in the Wall Street Journal at the end of

the last quarter immediately preceding the date of this Agreement. The motion for

consent judgment shall be filed immediately upon the execution of the Settlement

Agreement.

b) Upon the execution of an original, or originals in counterpart, of this Agreement by

each of the undersigned Parties to this Agreement, Settling Defendants will tender

payment of fifty thousand dollars ($50,000.00), payable by consecutive monthly

payments of three hundred dollars ($300) per month, until amount is paid in full. The

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first monthly payment will be due by April 30, 2013, and shall be due each 

succeeding month on the last day of each month until the amount is paid in full. All 

funds due under this Agreement are called collectively, "Settlement Funds." 

c) Unless specifically otherwise noted in this -Agreement, upon the execution of an

original, or originals in counterpart, of this Agreement by · each of the undersigned

Parties to this Agreement, but no later than April 30, 2013, the first payment

Settlement Funds, and each succeeding payment shall be delivered to FDIC by direct

wire transfer into an account designated by FDIC or by certified or cashier's check

drawn upon a depository institution acceptable to FDIC or to The Rudow Law Group,

LLC.

d) The FDIC agrees to forebear from executing on the Consent Judgment as long as the

Settling Defendants timely tender Settlement Funds as stated above. The FDIC has

the right to initiate post judgment discovery and post judgment remedies against

Settling Defendants and their property immediately upon failure to make timely

payments as stated above.

e) If Settling Defendants should file for relief under any chapter of the Bankruptcy

Code, the debt evidenced by this agreement shall be deemed non-dischargeable and

presentation of this Settlement Agreement shall be prima facie and irrefutable

evidence of said non-dischargeability.

SECTION II: Satisfaction of Judgment 

Upon timely receipt of all the Settlement Funds, the FDIC shall file with the Court a 

Satisfaction of Judgment. 

SECTION III: Releases 

l) Release oflndividual Settling Defendants by FDIC.

Effective upon payment of all of the Settlement Funds and Satisfaction of Judgment in 

SECTION(S) I and II above, and except as provided in PARAGRAPH 4) and SECTION IV 

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below, the FDIC, for itself and its successors and assigns, hereby releases and discharges each of 

the Settling Defendants and their respective heirs, executors, administrators, representatives, 

successors and assigns, from any and all claims, demands, obligations, damages, actions, and 

causes of action, direct or indirect, in law or in equity, belonging to the FDIC, that arise from or 

relate to the acts pied in the MLR Action complaint, as amended or the defense of the same. 

2} Release of FDIC by the Settling Defendants.

Effective simultaneously with the release granted in PARAGRAPH IIl.l). above, the 

Settling Defendants, on behalf of themselves individually, and their respective heirs, executors, 

administrators, agents, representatives, successors and assigns, hereby release and discharge 

FDIC, and its employees, officers, directors, representatives, successors and assigns, from any 

and all claims, demands, obligations, damages, actions, and causes of action, direct or indirect, in 

law or in equity, that arise from or relate to the acts pied in the MLR Action complaint, as 

amended arise from or relate to MLR Action or the prosecution of the same. 

3) Release by Settling Defendants of All Defendants in MLR Action Who Have Settled With

The FDIC.

Effective simultaneously with the releases granted in Paragraph IIl.2). above, the Settling 

Def end ants, and their respective heirs, executors, administrators, representatives, successors and 

assigns, hereby release and discharge all Defendants in the MLR Action who have settled with 

the FDIC from any and all claims, demands, obligations, damages, actions, and causes of action, 

direct or indirect, in law or in equity, that arise from or relate to the acts pied in the MLR Action 

complaint, as amended arise from or relate to MLR Action or the defense of the same. 

4) Express Reservations From Releases By FDIC.

a) Notwithstanding any other provision, by this Agreement, the FDIC does not release, and

expressly preserves fully and to the same extent as if the Agreement had not been

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executed, any claims or causes of action: 

i) against the Settling Defendants or any other person or en6ty for liability, if any,

incurred as the maker, endorser or guarantor of any promissory note or indebtedness

payable or owed by them to FDIC, the Bank, other financial institutions, or any other

person or entity, including without limitation any claims acquired by FDIC as

successor in interest to the Bank or any person or entity other than Bank;

ii) against any person or entity not expressly released in this Agreement; and

which are not expressly released in Paragraph lll.1 ), above.

b) Notwithstanding any other provision, nothing in this Agreement shall be construed or 

interpreted as Limiting, waiving, releasing or compromising the jurisdiction and authority

of the FDIC in the exercise of its supervisory or regulatory autho1ity or to djminish its

ability to institute admutlstrative enforcement proceedings seeking removal, prohibition

or any other administrative enforcement action which may arise by operation of law, rule

or regulation.

c) Notwithstanding any other provision, this Agreement does not purport to waive, or intend

to waive, any claims which could be brought by the United States through either the

Department of Justice, the United States Attorney's Office for the State of California,

Northern District, or any other federal judicial district. In addition, the FDIC specifically

reserves the right to seek court ordered restitution pursuant to the relevant provisions of

the Victim and Witness Protection Act, 18 U.S.C. § 3663, et. seg .. and presently intends

to enforce this right expressly seeking a restitution order for all damages that the FDIC

suffered in the MLR Action. The Settling Defendants retain the right to oppose any

effort to seek restitution.

SECTION IV: Waiver of Dividends 

To the extent, if any, that Settling Defendants are or were shareholders of the Bank and 

by virtue thereof are or may have been entitled to a dividend, payment, or other pro rata 

distribution upon resolution of the receivership of the Bank, they hereby knowingly assign to the 

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FDIC any and all rights, titles and interest in and to any and all such dividends, payments or 

other pro rata distributions. 

SECTION V: Representations and Acknowledgements 

1) Intentionally Left Blank.

2) Execution in Counterparts. This Agreement may be executed in counterparts by one or more

of the Parties and all such counterparts when so executed shall together constitute the final

Agreement, as if one document bad been signed by all Parties hereto; and each such

counterpart, upon execution and delivery, shall be deemed a complete original, binding_the

Party or Parties subscribed thereto upon the execution by all Parties to this Agreement.

3) Binding Effect. Each of the undersigned persons represents and warrants that they are a

party hereto or are authorized to sign this Agreement on behalf of the respective party, and

that they have the full power and authority to bind such party to each and every provision of

this Agreement. This Agreement shall be binding upon and inure to the benefit of the Parties

and their respective heirs, executors, administrators, representatives, successors and assigns.

4) Choice of Law. This Agreement shall be interpreted, construed and enforced according to

applicable federal law, or in its absence, the laws of the State of California.

5) Entire Agreement and Amendments. This Agreement constitutes the entire agreement and

W1derstanding between and among the undersigned Parties concerning the matters set forth

herein. This Agreement may not be amended or modified except by another writ!en

instrument signed by the Party or Parties to be bound thereby, or by their respective

authorized attomey(s) or other representative(s).

6) Specific Representations Warranties and Disclaimer. The Parties expressly acknowledge that

in detennining to settle the claims released here, the FDIC has reasonably and justifiably

relied upon the accuracy of financial information submitted: If, in their disclosures, the

Parties have failed to disclose any interest, legal, equitable, or beneficial, in any asset, or if

the Party was involved with the fraudulent conveyance of any assets valued at over $2,500.00

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within three (3) years of the Effective Date of this Agreement, the Parties agree to cooperate 

fully with the FDIC to transfer their interest in the asset to the FDIC and to sign any and all 

documents necessary to transfer their interest in the asset to the FDIC. Moreover, if, in their 

disclosures the Parties have failed to disclose any interest, legal, equitable, or beneficial, in 

any asset, the FDIC in its sole discretion, may exercise one or more or all of the following 

remedies: (a) the FDIC may declare the releases granted to the Parties as null and void; (b) 

the FDIC may retain the Settlement Funds; (c) the FDIC may sue the Parties for damages, an 

injunction, and specific performance for the breach of this agreement; and (d) the FDIC may 

seek to vacate any Satisfaction of Judgment and reinstate the FDIC's claims against the 

Parties. The Parties agree that if, in their disclosures, they have failed to disclose any 

interest, legal, equitable, or beneficial, in any asset, the Parties consent to the reinstatement of 

FDIC's claims and waive any statute of limitations that would bar any of the FDIC's claims 

against them. 

7) Reasonable Cooperation.

a) The Parties agree to cooperate in good faith to effectuate all the terms and conditions of

this Agreement including doing or causing their agents and attorneys to do, whatever is

reasonably necessary to effectuate the signing, delivery, execution, filing, recording, and

entry, of any documents necessary to conclude the MLR Action as to the S�ttling Parties

and to otherwise perform the terms of this Agreement.

b) Further, the Settling Defendants agree to cooperate fully with the FDIC in connection

with any action required under this Agreement, including without limitation, the FDIC's

further prosecution of the MLR Action. Any such cooperation that involves any out of

pocket costs will not be subject to any reimbursement by the FDIC pursuant to its internal

guidelines and policy for such reimbursement. Such cooperation shall consist of:

i) producing all documents requested by the FDIC, without the necessity of subpoena,

as dete1mined by the FDIC, in its sole discretion, to be relevant to the Bank;

ii) making themselves available upon request by the FDIC at reasonable times and

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(b )(6) 

(b}( 

places for interviews regarding facts, as determined by the FDIC in its sole discretion, 

to be relevant to the Bank; 

iii) appearing to testify, upon request by the FDIC, in any matter determined by the FDIC

in its sole discretion, to be related to the Bank, without the necessity of subpoena; and

iv) signing truthful affidavits upon request by the FDIC, regarding any matter, as 

determined by the FDIC in its sole discretion, to be relevant to the Bank. 

8) Advice of Counsel. Each Party hereby acknowledges that it has consulted with and obtained

the advice of counsel prior to executing this Agreement, and that this Agreement has been

explained to that Party by his or her counsel.

9) FDIC Agreement Enforcement. The FDIC may use specific performance to enforce this

agreement and all disputes arising from or related to this Agreement shall be brought before

Judge William Alsup, at the courts discretion.

10) Legal Fees. The FDIC shall be entitled to actual legal fees in a successful action to enforce

its rights under this Agreement.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed 

by each of them or their duly authorized representatives on the dates hereinafter subscribed. 

-------

Witness 

' , 

FEDERAL DEPOSIT INSURANCE CORPORATION 

Samuel Gbilia, Individually 

------. 

Samuel Gbilia, President, Golden Key Realty & 

Mortgage Banker, Inc. 

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(b)(6)