Premier Towers, JAY

(b){6)

By: seevenneennnntenenere

Name: P Fbhake ite Deke

Title: ee Meese’ hd _
Premiey (P0009 Eye. #7 Bored tne”

Date: 4Of%2 54/2

‘Tarantino Properties, Inc.

(by{6)

By:

Name: Bebb ug Pent
Title: Ques. Ar

Date: lols lio



other party to enter into this Agreement or to abide by or consummate any transactions
contemplated by any terms of this 4greement, except representations and warranties, if any,
expressly set forth herein. in entering into this Agreement, the parties hereto represent that they
have proceeded with the advice of an attorney of their own choice, that they have read the terms
of this Agreement, that the terms of this Agreement have been completely read and explained to
the parties by their attorney, and that those terms are fully understood and voluntarily accepted
by the parties.

ll. Authority. Each person signing this Agreement on behalf of any entity warrants
or represents that he/she has the full and complete authority to enter into this Agreement on
behalf of that entity.

IN WITNESS WHEREOF, the parties to this Agreement have executed this Agreement as

of the date indicated by each party’s signature,

Federal Deposit Insurance Corporation, as
Receiver for IndyMac Federal Bank, FSB

«b){6)

By:

Name: ew kh 8. Duce

Title: Lorem soe f

Date: cafzrfrwo



(b){6)

EXHIBIT TO RELEASE AND SETTLEMENT AGREEMENT

This Exhibit to the Release and Settlement Agreement (the “Agreentent”) entered into by
and between the Federal Deposit Insurance Corporation, as Receiver for IndyMac Federal Bank,
FSB and Premier Towers, LP and Tarantino Properties, Inc. with respect to the claims made in
the case captioned Federal Deposit Insurance Corporation, as Receiver for IndyMac Federal
Bank, FSB y. The Auerstrom Consulting Group, et ai., in the 269th Judicial District Court of

Harris County, Texas, Cause No. 2008-21777 is specifically included as a part of the Agreement.

The term “Property” as used in the Agreement means:

More-com ly-knowr-ad Houston, Texas 77002.



(b){6)

RELEASE AND SETTLEMENT AGREEMENT

This Release and Settlement Agreement (the “Agreement”) is effective on the date that all
parties have executed the Agreement, and is entered into by and between the Federal Deposit
Insurance Corporation, as Receiver for IndyMac Federal Bank, FSB (“FDIC”) and Premier
Towers, LP (“Premier”) and Tarantino Properties, Inc. (“Tarantino”) with respect to the claims
made in the case captioned Federal Deposit Insurance Corporation, as Receiver for IndyMac
Federal Bank, FSB v, The Auerstrom Consulting Group, et al, in the 269" Judicial District
Court of Harris County, Texas, Cause No. 2008-21777 (the “Litigation”.

RECITALS

WHEREAS, Premier sold the real property identified in the Exhibit to this Agreement

{the “Property” y tg lon or about August 25, 2006, with Tarantino acting as

the marketing and sales agent for Premier (the “Subject Transaction”),

WHEREAS, IndyMac Bank, F.S.B (“IndyMac”) financed the Subject Transaction by
funding mortgage loans secured by the Property;

WHEREAS, JndyMac asserted claims in the Litigation against Premier and Tarantino
based on the Subject Transaction;

WHEREAS, FDIC is entitled to pursue the claims asserted by IndyMac in the Litigation,

WHEREAS, Premier and Tarantino expressly deny any liability relating to the asserted
claims in the Litigation; and

WHEREAS, to avoid any further expense of litigation, the parties voluntarily enter into

this Agreement.


In consideration of the above and for such other good and valuable consideration, the
sum and sufficiency of which is hereby acknowledged and based on the mutual promises and
conditions contained herein, the parties agree as follows:

lL Recitals, The above Recitals are incorporated herein by reference and made a
part of this Agreement,

2, Dismissal and Release. FDIC and Premier/Tarantino, through counsel, shall
execute a dismissal with prejudice and without any costs or attorney’s fees to any party regarding
all claims in the Litigation between Premier/Tarantino and FDIC.

For and in consideration of the total payment of $20,000 (Twenty Thousand Dollars) by
Premier/Taramino immediately upon execution of this Agreement, and in consideration of the
terms and conditions of this Agreement, FDIC does absolutely and unconditionally release
Premier and Tarantino, their officers, directors, shareholders, members, insurers, employees,
owners, agents, affiliates, successors, fiduciaries, and assigns, jointly and severally, from any and
all claims, demands, actions or causes of action, known or unknown, now existing or hereafter
acquired, and whether or not asserted in the Litigation, which #DIC had, has, claims to have, or
may hereafler acquire against Premier and/or Tarantino, arising out of the facts and
circumstances alleged in the Litigation.

3. Express Reservation trom Releases by FDIC. Notwithstanding any other
provision, by this Agreement, FDIC does not release, and expressly preserves fully and to the
same extent as if the Agreement had not been executed, (a) any claims or causes of action that do
not arisc from or relate to the facts and circumstances alleged in the Litigation, or the defense of

the same, or (b) any action taken by any other federal agency.


4, Attorney’s Fees and Costs. Each party shall bear its own attorney's fees and
costs with respect to the Litigation.

5. Amendment. This Agreement may not be amended or modified at any time
except by any instrument in writing executed by all of the parties.

6. Execution, This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute ong in the same
instrument. The parties also agree that, without receiving further consideration, they will sign
and deliver such documents and do anything else that is reasonably necessary in the future to
make the provisions of this Agreement effective.

7. Integrated Agreement. This Agreement, including any exhibits hereto, sets forth
the entire understanding between the parties concerning the subject matter of this Agreement and
incorporates all prior negotiations and understandings. ‘There are no covenants, promises,
agreements, conditions or understandings, either oral or written, between them relating to the
subject matter of this Agreement other than those set forth herein.

8 Governing Law, This Agreement shall be governed by and construed in
accordance with Texas law (excluding any conflict of laws rule or principle that might refer the
governance or construction of this Agreement to the law of another jurisdiction). Nothing in this
Agreement shall require any unlawful action or inaction by any party hereto.

9. Severability. If any portion of this Agreement is found to be unenforceable, the
parties desire that all other portions that can be separated from the unenforceable portion or
appropriately limited in scope shall remain filly valid and enforceable.

10. Representation. No representation or warranty has been made by or on behalf of

any party to this Agreement (or any officer, director, employee or agent thereof) to induce any