SETTLEMENT A.l~D RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made by, between, and among 

the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for BankUnited, F.S.B. 

("FDIC-R"); and BayOne Real Estate Investment Corporation, a California corporation, and 

Jinsong Guo, an individual (collectively "Defendants") (individually, the FDIC-Rand 

Defendants may be referred to herein as "Party" and collectively as the ''Parties"). 

RECITALS 

WHEREAS: 

Prior to May 21, 2009, BankUnited, F.S.B. ("Bank") was a depository institution 

organized and existing under the laws ofthe United States. 

On May 21, 2009, the Office ofThrifl Supervision closed the Bank and pursuant to t2 

U.S.C. § 182l(c), the Federal Deposit Insurance Corporation was appointed Receiver. In 

accordance \,Vith 12 U.S.C. § 182l(d), the FDIC-R 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-R succeeded were the Bank's claims, demands, and 

causes of action that are the subject ofthis Agreement. 

FDIC-R alleges that on or about August 21, 2006, the Bank and Defendants entered into 

a Master Broker Agreement ("MBA") setting forth the terms and conditions pursuant lo which 

the Bank would purchase ce11ain residential mortgage loans originated andior submitted by 

Defendants. 

On May 19, 2015, the FDIC-R filed a complaint for money damages against the 

Defendants ("Complaint"). This claim for damages is no,v pending in the United States District 

Court for the Northern District of California in Federal Deposit Insurance Co17;oration as 

Receiverfor BankUnited, F.S.B. v, BayOne Real Estate Investment Co1poration, aka BayOne 

Real Estate, and Jinsong Guo, Case No. 5: 15-cv-02248-BLF (the "Action"), In the Action, the 
FDIC-R. has asserted claims against Defendants arising out ofthe loans identified in the 

Complaint (the "Claims"). 

The Defendants have denied liability in the Action. Defendants allege that they never 

entered into any agreement with the Bank, that the purported signature of Jinsong Guo on the 

alleged MBA was a forgery, that the alleged MBA was not a genuine document, and that 

Defendants never ratified or approved any agreement with the Bank. Defendants further allege 

that they were not involved with and did not process the loans identified in the Complaint. 

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

avoid the uncertainty and expense of further litigation. 

NOW, THEREFORE, in consideration ofthe promises, undertakings, payments, and 

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

undersigned Pa1t.ies agree, each with the other, as follows: 

SECTION I: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, the Defendants agree to 

pay the FDIC-R the sum of one hundred and twenty-five thousand dollars ($125,000) ("the 

Settlement Payment"), to be paid within sixty (60) days after the FDIC-R executes this 

Agreement; 

B. The Defendants shall deliver the Settlement Payment to the FDIC-R by wire 

transfer into an account designated by FDIC-R by notice to the attorneys for the Defendants or 

by certified or cashier's check drawn upon a depository institution acceptable to FDIC-R. 

In the event that the Settlement Payment is not delivered to the FDIC~R (or its counsel) 

by the due date set forth in Section I.A, above, interest shall accrue on all unpaid amounts at the 

rate of 5% per annum from the date that payment was required by Section I.A until the date of 

payment. 

C. Ifthe FDIC~R does not receive the Settlement Payment in full on or before the 

date determined by Section I.A above, then the FDIC-R, in its sole discretion, shall have the right 

at any time prior to receipt of the Settlement Payment in full (including all accrued interest) to: 

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L Extend the period of time for the Settlement Payment, including interest 

accruing from the dates determined by Section LA above, through the date of payment at a rate 

calculated in accordance with Section LA; or 

2, Enforce this Agreement, in which event the Defendants agree to 

jurisdiction in United States District Court for the Northern District of California and to pay an 

of the FD[C-R's reasonable attorney's fees and costs expended in enforcing the ten11S ofthis 

Agreenient; or 

3, Teiminate the Agreement and move to vacate any dismissal order, to 

which the Defendants agree to consent and re-institute an action on the FDIC~R's claims, The 

Defendants further agree to waive any defense based on any statute of limitations that would bar 

any ofthe FDIC-R's claims and ,111aives all objections, defenses, claims or counterclaims, and 

covenants and agrees not to assert any objections, defenses, claims or counterclaims that did not 

exist or were othervvise unavailable as ofthe date this Agreement was fully executed; or 

4, Seek any other relief available to it in law or equity, 

Any extension of time under Section I.C1 for delivery ofthe Settlement Payment or 

acceptance of a portion of the Settlement Payment shall not pr~judice the FDlC-R's rights to take 

any ofthe actions set forth in Section LC.2 through LC.4 at any time prior to receipt of 

Settlement Payment (including all accrued interest) in full, 

SECTION U: Stipulations and Dismissal 

Within ten business days after the latter of: (1) full execution ofthis Agreement by an of 

the Parties, and (2) receipt of the Settlement Payment, the FDIC-R shaH file a stipulation of 

dismissal with prejudice ofthe Complaint in the Action, whereby the Court shall retain 

jurisdiction to hear and determine all matters related to the Action and to enforce this Agreement, 

executed by the attorneys for all Parties hereto, A copy of the dismissal that will be filed is 

attached hereto as Exhibit "A". 

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SECTION UI: Releases 

A. The FDH>R's Releases. 

Upon receipt of the Settlement Payment in full and except as provided in Section HLC 

the FD [C-R, for itself and its successors and assigns, hereby releases and discharges the 

Defendants and their heirs, executors, trustees, administrators, representatives, successors, and 

assigns, from any and an claims, demands, obligations, damages, actions, and causes of action, 

direct or indirect, in law or in equity, belonging to the FDIC-R, that arise from the Claims. 

B. The Defendants' Releases. 

Effective simaltaneously with the release granted in Section III.A above, the Defendants, 

on behalf of themselves and their heirs, executors, trustees, administrators, representatives, 

attorneys, successors, and assigns, hereby releases and discharges the FDIC-R, 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 the Claims, 

C Exceptions from Releases by FDIC-R, 

L Notwithstanding any other provision of this Agreement, the FDIC-R does 

not release, and expressly preserves fully and to the same extent as if this Agreement had not 

been executed, any claims or causes of action: 

a. Against the Defendants or any other person or entity for liability, if 

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

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

or entity, including without limitation any such claims acquired by FDIC-Ras successor in 

interest to the Bank or any person or entity other than Bank; and 

b. Against any person or entity not expressly released by the FDIC-R 

in this Agreement. 

2, Notwithstanding any other provision of this Agreement, nothing in this 

Agreement shall be constrned or inteq1reted as limiting, waiving, releasing, or compromising the 

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jurisdiction and authority of the Federal Deposit Insurance Corporation in the exercise ofits 

supervisory or regulatory authority or to diminish its ability to institute administrative 

enforcement or other proceedings seeking removal, prohibition, or any other relief it is 

authorized to seek pursuant to its supervisory or regulatory authority against any person. 

3. Notwithstanding any other provision ofthis Agreement, this Agreement 

does not purp01i to waive, or intend to waive, any claims that could be brought by the United 

States through the Department ofJustice, the United States Attorney's Office for any federal 

judicial district, or any other depaiiment or agency of the United States as defined by 18 U.S.C 

§ 6. In addition, the FDIC-R specifically reserves the right to seek court-ordered restitution 

pursuant to the relevant provisions of the Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322 

and 3663, et. ~' if appropriate. 

SECTION IV: Representations and Acknowledgements 

Authorized Signatories. AH of the undersigned persons represent and wanant that 

they are Parties 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 

undersigned Parties and their respective heirs, executors, trustees, administrators, representatives, 

successors and assigns. 

B. Advice ofCounsel. Each Pmiy hereby acknowledges that he, she, or it has 

consulted with and obtained the advice of counsel prior to executing this Agreement, and that 

this Agreement has been explained to that Pa1iy by his or her counsel. 

C. Status of FDTC~R Investigation. FDIC-R represents that it is no longer 

investigating Defendants or any of its officers, directors, independent contractors, and employees 

in regards to any additional claims arising from the MBA, nor is it presently aware of any 

additional claims arising from the MBA. Defendants acknowledge that this provision does not 

limit, waive, release, or compromise: (1) the exceptions to FDIC-R's release set forth in Section 

IILC above, and (2) FDIC-R's right to asse1t any additional claims discovered after the execution 

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of this Agreement arising from the MBA against Defendants or any ofits officers, directors, 

independent contractors, and employees. FDIC-R acknowledges that this provision does not 

limit, waive, release, or compromise any defenses that Defendants or any ofits officers, 

directors, and employees may have to any additional claims FDIC-R may assert afi:er execution 

of this Agreement. 

SECTION V: Reasonable Cooperation 

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 Action and to otherwise perfonn the terms of this 

Agreement. 

SI<:CTION VI: Other Matters 

A No Admission of Liability. The undersigned Parties each acknowledge and agree 

that the matters set forth in this Agreernent constitute the settlement and compromise of disputed 

claims and defenses, that this A6,yeement is not an admission or evidence of liability or infinnity 

by any ofthem regarding any claim or defense, and that the A!i,'Teement shall not be offered or 

received in evidence by or against any Party except to enforce its terms. 

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 had been signed by all Paiiies; and each such 

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

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

C. 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. 

D. Notices. Any notices required hereunder shall be sent by registered mail, first 

class, return receipt requested, and by email, to the following: 

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Ifto the FD1C-R: Paul Levin, Esq., Mortgage Recovery Law Group, LLP, 700 N. Brand 

Blvd., Suite 830, Glendale, California 91203; Tel.: (818) 630-7900; Email: 

plevin@thenulg.com. 

If to a Defendant: Jim Cracolice, Esq., Cracolice & Associates, 1999 S. Bascom A venue, 

Ste. 700, Campbell, California 95008; Tel. (408) 885-1900; Email: jrc@cracolice.com. 

A party may designate another person to receive such notices by i;,riving written notice of 

such a change to the other party. 

Entire Agreement and Amendments. This Agreement constitutes the entire 

agreement and understanding between and among the undersigned Parties concerning the matters 

set forth herein and supersedes any prior agreements or understandings. This Agreement may 

not be amended or modified, nor may any of its provisions be waived, except in writing signed 

by the Parties bound thereby, or by their respective authorized attorney(s), or other 

representative(s). 

F. Titles and Captions. All section titles and captions contained in this Agreement 

are for convenience only and shall not affect the intei-pretation ofthis Agreement. 

G. No Confidentiality. The undersigned Parties acknowledge that this Agreement 

shall not be confidential and will be disclosed pursuant to the Federal Deposit Insurance 

Corporation's applicable policies, procedures, and other legal requirements. 

H. California Civil Code 9 1542. Each Party acknowledges that this Agreement 

applies to all claims for injuries, damages, or losses of any type or nature (1,vhether those injuries, 

damages, or losses are known or unknown, foreseen or unforeseen, patent or latent) which that 

Party may have against another Party arising from the Action and the Claims. Each Party hereby 

expressly waives application of California Civil Code§ 1542 and any other similar statute or 

rule. 

Each Party certifies that it has read and understood the following provisions of California 

Civil Code§ 1542, which states in pertinent pat1 as follov,,;s: 

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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WIDCH THE 

CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR 

HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH 

IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED 

HIS OR HER SETTLEMENT WITH THE DEBTOR. 

Each Party understands and acknowledges that the significance and consequence of its 

waiver ofCalifomia Civil Code § 1542 is that even if any Party should eventually suffer additional 

damages mising out ofthe Action and/or Claims, the claims and causes ofaction that were or could 

have been asserted relating to the Action and/or Claims, or any facts or circumstances related to 

the Action ancVor Claims, that Party will not be able to make any claim against the other Party for 

damages. Furthennore, each Party acknowledges that it consciously intends these consequences 

even as to claims for damages that may exist as ofthe date ofthis release but which that Party does 

not know exists, and which, if known, would materially affect that Party's decision to execute this 

release, regardless of whether that Party's lack of knowledge is the result of ignorance, oversight, 

error, negligence, or any other cause. 

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

each ofthem or their duly authorized representatives on the dates hereinafter subscribed. 

FEDERAL DEPOSTr INSURANCE CORPOR.A.TION AS 

RECEIVER FOR BANKUN[TED, F.S.R 

I b6 -----·-·1 

BY: 

TITLE: t Sv pg n ..., {Sc v. / CO v t-; < 

PRINTNAME: vvt.1.~ckq,~t 

7 Po/{ c,t_J:: 

BAYONE REAL ESTATE INVESTMENT 

CORPORATION I •-•-•-•-•-•-•-•-•-•-•-•-•-•-•-•-•-•-•-•-•-•-•-•. 

i ! 

BY: L. 

i 

___ "' - ·-·-·-· L/ ... ~----------·-·-·-·-·-·-·-·-·-·-·-·-·-· : 

! 

TITLE: Hr-{>ker 

; b6 

JINSONG Gpo___________________________________________________________________, 

BY: i b6 i I N.., ·-·-•-•-·--•-·-·-·-·-· •....:,n::_......-·-·-·-·-·-·-·-·-·-·-·-·-· ,,__. ;•'·, 

PRINT NAME: ___:f \v1Sc1-<_~1 (1 LL() 

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EXHIBIT "A" 
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PAUL LEVIN (State Bar No. 219077) 

LAUREN M. GIBBS (State Bar No. 251569) 

MORTGAGE RECOVERY LAW GROUP LLP 

700 NORTH BRAND BOULEVARD, SUffE 830 

GLENDALE. CA 91203 

TELEPHONE: (818) 630-7900 

EMAIL: paul.levin@mortgagerecoveries.com; 

lauren.gibbs@mortgagerecoveries.com 

Attorneys for Plaintiff 

FEDERAL DEPOSff INSURANCE CORPORATION 

AS RECEIVER FOR BANKUNITED, F.S.B. 

UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF CALIFORNIA 

FEDERAL DEPOSIT INSURANCE Case No. 15-cv-02248-BLF 

CORPORATION as Receiver for BANK 

UNITED, F.S.B., STIPULATION FOR DISMISSAL WITH 

PREJUDICE; [PROPOSED] ORDER 

Plaintiff 

VS, 

BAYONE REAL ESTATE INVESTMENT 

CORPORATION, a California corporation, 

also known as BAYONE REAL ESTATE, and 

JIJ.'\ISONG GUO, an individual, doing business 

as BayOne Real Estate, 

Defendants. 

Case no. 15-cv-022.48-BLF 

Stipulation for Dismissal with Prejudice 
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Pursuant to Federal Rule of Civil Procedure 4l(a)(l)(A)(ii), Plaintiff Federal Deposit 

Insurance Corporation as Receiver of BankUnited, FSB and Defendants BayOne Real Estate 

Investment Corporation and Jinsong Guo, through their respective counsel, hereby stipulate to the 

dismissal of this action with prejudice, each party to bear its own fees and costs incmTed in 

connection with action. The parties further stipulate that this Court retain jurisdiction to enforce 

the terms of the executed settlement agreement. if necessary. 

SO STil1ULATED. 

DATED: June 28, 2017 M{)RTGAGE RECOVERY LAW GROUP LLP 

By: /s/ Lauren M. Gibbs 

Lauren M. Gibbs 

Attorneys for Plaintiff Federal Deposit Insurance 

Corporation as Receiver for BankUnited, F.S.B. 

DATED: June 5, 2017 CRACOLICE & ASSOCIATES 

By: ----------------

James R. Cracolice 

Attorneys for Defendants BAYONE REAL ESTATE 

INVESTMENT CORPORATION a/k/a BAYONE 

REAL ESTATE and JINGSONG GUO 

I hereby attest that concurrence in the filing of the document has been obtained from each of the 

other signatories. 

DATED: June 28, 2017 MORTGAGE RECOVERY LAW GROUP LLP 

By: Isl Lauren Gibbs 

Lauren Gibbs 

Attorneys for Plaintiff Federal Deposit Insurance 

Corporation as Receiver for BankUnited, FSB 

Case no, 15-ev-02'.?.48-BLF 

Stipulation for Dismissal with Prejudice 
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[PROPOSED] ORDER 

PURSUANT TO STIPULATION: 

This action is dismissed with prejudice. Each party shall bear its own attorneys' fees and 

costs. This Court shall retain jurisdiction to enforce the parties' settlement agreement. 

IT IS SO ORDERED. 

Dated: 

BETH LABSON FREEMAN 

UNITED STATES DISTRICT JUDGE 

2 Case no, 15-cv-02248-BLF 

Stipulation for Dismissal with Prejudice