attorneys, successors, and assigns, hereby releases and discharges the FDIC-R, and its
employees, officers, directors, representatives, attorneys, successors and assigns, from any and
all claims, demands, obligations, damages, actions, and causes of action, direct or indirect, in Jaw
or in equity, that arise from the Claims.

Cc, 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 Settling Defendant 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-R as
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
inthis Agreement.

2. Notwithstanding any other provision of this Agreement, nothing in this
Agreement shall be construed or interpreted as limiting, waiving, releasing, or compromising the
jurisdiction and authority of the Federal Deposit Insurance Corporation in the exercise of its
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 of this Agreement, this Agreement
does not purport to waive, or intend to waive, any claims that could be brought by the United
States through the Department of Justice, the United States Attorney’s Office for any federal
judicial district, or any other department 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

[477803/1] 5



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,

FEDERAL DEPOSIT INSURANCE CORPORATION AS
RECEIVER FOR AMTRUST BANK.
Di tat Lore BY:
até:

7 .
TiTLe:_Cownsel Legal Divisinn

t

As
PRINT NAME: Sammvel {5 Lote.

ADVANCE M@RTGAGE & INVESTMENT COMPANY,
(b)(6) INC. —

Date: \a\zave BY:_] i
AR: CEs : honk

PRINT NAME: ata be enn |

[477803/1] 8



to seeking to enforce the Stipulation for Entry of Judgment, the FDIC-R shall provide Settling
Defendant with notice of a default of a payment due under the Settlement Payment and allow
Settling Defendant a ten (10) day opportunity to cure the default. Notice of default is required
solely to enforce the Stipulation for Entry of Judgment and shall not otherwise impact any of the
FDIC-R’s rights and/or remedies under this Agreement in any way. If any portions of the
Settlement Payment are received prior to default, the FDIC-R shall file a Notice of Partial
Satisfaction of Judgment concurrently with the Stipulation for Entry of Judgment, to set forth the
amount of the Settlement Payment already paid. FDIC-R shall be entitled to recover reasonable
attorneys’ fees and costs incurred in connection with enforcing the Stipulation for Entry of
Tadgment.

SECTION II: Stipulation and Dismissal

Within ten business days after the latter of (1) full execution of this Agreement and the
Stipulation for Entry of Judgment by all of the Parties, and (2) receipt of the initial $80,000
installment payment towards the Settlement Payment, the FDIC-R shali file a stipulation of
dismissal with prejudice 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.

SECTION 1: Releases

A. The FDIC-R’s Releases.

Upon receipt of the Settlement Payment in full and except as provided in Section IILC.,
the FDIC-R, for itself and its successors and assigns, hereby releases and discharges the Settling
Defendant and its heirs, executors, trustees, administrators, representatives, successors, and.
assigns, from any and ail 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 Settling Defendant’s Releases,

Effective simultaneously with the release granted in Section II.A. above, the Settling

Defendant, on behalf of itself, and its heirs, executors, trustees, administrators, representatives,

[477803/1] 4



pursuant to the relevant provisions of the Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322
and 3663 et, seq., if appropriate.
SECTION IV: Representations and Acknowledgements

A. Authorized Signatories, All of the undersigned persons represent and warrant 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 shali 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 of Counsel. Each Party 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 Party by his or her counsel,

SECTION V: Reasonable Cooperation

The Parties agree to cooperate in good faith to effectuate all the terms and conditions of
ihis 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 perform the terms of this
Agreement.

SECTION VI: Other Matters

A. No Admission of Liability. The undersigned Parties each acknowledge and agree
that the matters set forth in this Agreement constitute the settlement and compromise of disputed
claims and defenses, that this Agreement is not an admission or evidence of liability or infirmity
by any of them regarding any claim or defense, and that the Agreement shall not be offered or
received in evidence by or against any Patty except to enforce its terms.

B. 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 Parties; and each such

[477803/1] 6



SETTLEMENT AND 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 AmTrust Bank
CFDIC-R”), and Advance Mortgage & Investment Company, Inc. (the “Settling Defendant”),
(individually, the FDIC-R and the Settling Defendant may be referred to herein as “Patty” and
collectively as the “Parties”).

RECITALS
WHEREAS:

Prior to December 4, 2009, AmTrust Bank (“Bank”) was a depository institution
organized and existing under the laws of the United States;

On December 4, 2009, the Office of Thrift Supervision closed the Bank and pursuant to
12 U.S.C. § 1821(¢), the Federal Deposit Insurance Corporation was appointed Receiver, In
accordance with 12 U.S.C. § 1821(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 of this Agreement.

On December 3, 2015, the FDIC-R filed a complaint for money damages against the
Settling Defendant (“Complaint”). This claim for damages is now pending in the United States
District Court for the Northern District of Ohio in Federal Deposit Insurance Corporation as

Receiver for AmTrust Bank v, Advance Mortgage & Investment Company, Inc., Case Number
1:15-ev-02501-JG (“Action”). In the Action, the FDIC-R has asserted claims against Settling
Defendant arising out of the loans identified in the Complaint (the “Claims”). The Settling
Defendant has denied liability in the Action.

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

avoid the uncertainty and expense of further litigation.

[477803/1] 1



counterpart, upon execution and delivery, shall be deemed a complete original, binding the
Parties subscribed thereto upon the execution by al! 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 Ohio.

dD, Notices. Any notices required hereunder shall be sent by registered mail, first
class, return receipt requested, and by email, to the following

Ifto the FDIC-R: Paul A. Levin, Mortgage Recovery Law Group, LLP, 700 N. Brand
Blyd., Suite 830, Glendale, California 92103; Telephone: (818) 630-7900; Email:

If to the Settling Defendant: David K. Stein, Bricker & Eckler, LLP, 100 South Third
Street, Columbus, Ohio 43215; Telephone (614) 227-2300; Email: Co] .

E. 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
tepresentative(s).

F, Titles and Captions. Ali section titles and captions contained in this Agreement
are for convenience only and shall not affect the interpretation of this 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,

[477803/1] 7

(b)(6) |



NOW, THEREFORE, in consideration of the promises, undertakings, payments, and
releases stated herein, the sufficiency of which consideration is hereby acknowledged, the
undersigned Parties agree, each with the other, as follows: :

SECTION I: Payment to FDIC-R i

A. As an essential covenant and condition to this Agreement, the Settling Defendant
agrees to pay the FDIC-R the sum of $200,000 (“the Settlement Payment”), as follows:

1, On or before thirty (30) calendar days following the date the FDIC-R executes
this Agreement, Defendant agrees to pay the FDIC-R the sum of $80,000;

2. The remainder of Settlement Payment shall be paid in 24 equal monthly
installments of $5,000 each. The first of these monthly installment payments
shall be made on or before November 1, 2016;

3. Each $5,000 installment payment shall be made on the first (1°) day of the

month;
4. The Settlement Payment shall be paid in fi] no Jater than October 31, 2018.
B. The Settling Defendant shall deliver the Settlement Payment, and each installment i
thereof, to the FDIC-R by wire transfer into an account designated by FDIC-R by notice to the
attorneys for the Settling Defendant or by certified or cashier’s check drawn upon a depository
institution acceptable to FDIC-R,
In the event that any installment the Settlement Payment is not delivered to the FDIC-R

(or its counsel) by the due dates set forth in Section J.A., above, interest shall accrue on all
unpaid amounts at the rate of 5% per annum from the date that payment was required by
subsection L.A. until the date of payment.

Cc. If the FDIC-R does not receive any installment of the Settlement Payment in full

on or before the dates determined by subsection 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:

{477803/1] 2



1 Extend the period of time for the Settlement Payment, including interest
accruing from the date determined by subsection IA. above, through the date of payment at a
rate calculated in accordance with 26 U.S.C. § 6621(a)(2); or

2. Enforce this Agreement, in which event the Settling Defendant agrees to
Jurisdiction in United States District Court for the Northern District of Ohio and to pay all of the
FDIC-R’s reasonable attorney’s fees and costs expended in enforcing the tenms of this
Agreement; or

3. Terminate the Agreement and move to vacate any dismissal order, to
which the Settling Defendant agrees to consent, and re-institute an action on the FDIC-R’s
claims. The Settling Defendant further agrees to waive any defense based on any statute of
limitations that would bar any of the FDIC-R’s claims and waive all objections, defenses, claims
or counterclaims, and covenant and agree not to assert any objections, defenses, claims or
counterclaims that did not exist or were otherwise unavailable as of the date this Agreement was
fully executed; or

4, Enforce the Stipulation for Entry of Judgment pursuant to Section LD.,
below; and/or

5. Seek any other relief available to it in law or equity.

Any extension of time under Section L.C.1. for delivery of the Settlement Payment or
acceptance of a portion of the Settlement Payment shall not prejudice the FDIC-R’s rights to take
any of the actions set forth in Section LC.2. through LC.5. at any time priog to receipt of
Settlement Payment (including all accrued interest) in full.

D. Within ten business days after the full execution of this Agreement by all of the
Parties, the Parties agree to execute the Stipulation for Entry of Judgment, If Settling Defendant
defaults on any payment due under the Settlement Payment, Plaintiff may seek to enforce the
Stipulation for Entry of Judgment in the United States District Court for the Northem District of
Ohio on an ex parte basis, subject to the Federal Rules of Civil Procedure and the Local Rules of
the United States District Court for the Northern District of Ohio; provided, however, that prior

[477803/1} . 3