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 BankUnited, f.S.B. 

("FDIC-R") and Townstone Financial, Inc. ("Defendant") (individually, the FDIC-R and 

Defendant 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 of the United States. 

On May 21, 2009, the Office of Thrift Supervision closed the Bank and pursuant to 12 

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

accordance with 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 certain of the Bank's claims, 

demands, and causes of action against mortgage brokers and loan sellers. 

Defendant and the Bank entered into a written agreement {the "Contract"). Pursuant to 

the tenns of the Contract, Defendant brokered, originated, sold, and/or assigned, to the Bank 

various residential m01tgage loans. 

On May 20, 2015, the fDIC-R filed a complaint for money damages against Defendant. 

This claim for damages is now pending in the United States District Court for the Southern 

District of Florida in Federal Deposit Insurance Corporation as Receiver for BankUnited, FSB 

v. Townstone Financial, Inc., Case Number I: 15-cv-21912-CMA ("Action"). Defendant has 

denied liability in the Action. 

The undersigned Parties deem it in their best intere-sts to enter into this Agreement to 

avoid the uncertainty 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 

undersigned Parties agree, each with the other, as follows: 

SECTION 1: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, on or before thirty (30) 

calendar days following the date the FDIC-R executes this Agreement, the Defendant agrees to 

pay the FDIC-R the sum of $350,000.00 ("the Settlement Payment"), as follows: 

1. Ninety Eight Thousand Dollars ($98,000.00 ) to be paid by February 25, 

20L6; 

2. Twelve (12) equal payments of Twenty One Thousand Dollars ($21,000.00) 

to be paid on the first of every month, starting April 1, 2016. 

B. Defendant shal1 deliver the Settlement Payment to the FDIC-R by direct wire 

transfer into an account designated by FDIC-R by notice to the attorneys tor the Defendant or by 

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

payable to "Mortgage Recovery Law Group, LLP Trust Account. " FDIC-R shall provide email 

notice to Defendant's counsel if payment is not timely received. 

C. In the event that the Settlement Payment is not delivered to the FDIC-R (or its 

counsel) as required by subsection A , interest shall accrue on all unpaid amounts at the rate of 

5% per annum from the date that payment was required by subsection A until the date of 

payment. 

D. If the FDIC-R does not receive the Settlement Payment(s) in full on or before the 

dates determined by subsection A above, then the FDIC-R, in its sole discretion, shaH have the 

right after having provided email notice, and after a five (5) business day grace period, at any 

time prior to receipt of the Settlement Payment in fi.tll (including all accrued interest) to: 

I. Extend the period of time for the Settlement Payment, including interest 

accruing from the date determined by subsection A above, through the date of payment at a rate 

calculated in accordance with 26 U.S.C. § 662I(a)(2); or 

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2. Enforce this Agreement, in which event the Defendant agrees to 

jurisdiction in United States District Court in the Southern District of Florida and to pay all of 

the FDIC-R's reasonable attorney's fees and costs expended in enforcing the tenns of this 

Agreement; or 

3. Terminate the Agreement, move to vacate any dismissal order, to which 

the Defendant agrees to consent, and re-institute an action on the FDIC-R's claims. The 

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; and/or 

4. Enforce the Stipulation for Entry of Judgment, attached hereto as Exhibit 

A; and/or 

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

Any extension of time under Section l.D.l 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 1.0.2 or I.D.3 at any time prior to receipt of Settlement 

Payment (including all accrued interest) in full. 

SECTION II: Stipulation and Dismissal 

Within ten business days after the full execution of this Agreement by all of the Parties, 

the Parties agree to execute a Stipulation for Entry of Judgment, attached hereto as Exhibit A, for 

the Settlement Payment. If Settling Defendant defaults on any installment payment, Plaintiff 

may seek to enforce the Judgment in the United States District Court for the Southern District of 

Florida on an ex parte basis, subject to the Federal Rules of Civil Procedure and the Local Rules 

of the United States District Comt for the Southern District of Florida. 

Contingent upon the execution of Stipulation for Entry of Judgment, within ten business 

days after the latter of: (1) fulJ execution of this Agreement by all of the Parties, and (2) receipt 

of the initial $98,000.00 payment towards the Settlement Payment, the FDIC-R shall tile a 

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Stipulation of Dismissal with prejudic-e 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 III: Releases 

A. The FDIC-R's Releases. 

Upon receipt of the Settlement Payment in full and except as provided in Section III.C., 

the FDIC-R, for itself and its successors and assigns, hereby releases and discharges the 

Defendant and its trustees, 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-R, that arise from or relate to the cause of action alleged in 

the Action. 

B. The Defendant's Release. 

Effective simultaneously with the release granted in Section liLA. above, the Defendant, 

on behalf of itself individually, and its trustees, administrators, agents, 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 or 

relate to the causes of action alleged in the Action. 

C. Exceptions from Releases by FDIC-R. 

1. 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 c-laims or causes of action: 

a. Against the 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 Bani< or any person or entity other than Bank; and 

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

in this 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 ofthe 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 Restirution Act, 18 U.S.C. §§ 3322 

and 3663 et. . 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 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 of Counsel. Eac-h 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. 

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SECTION V: 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 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 Party 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 counterpmts when so executed shall together constitute 

the final Agreement, as if one document had been signed by all Parties; 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 Florida. 

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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(b)(6) 

(b)(6) 

If to the FDIC-R: 

Josh Migdal 

Stolzenberg Gelles Flynn & Arango, LLP 

140 I Brickell A venue, Suite 825 

Miami, Florida 33131 

Telephone: (305) 961-1450 

············· E~ 'nail· ······'-· I ________ ····································· __. 

If to the Defendant: 

Nancy A. Temple 

Katten & Temple, LLP 

542 S. Dearborn St., 14th Floor 

Chicago, IL 60605 

Telephone: (312) 663-4456 

.Email.; .... f'-·-······----------' 

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 attomey(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 interpretation of this Agreement. 

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

shal1 not be confidential and will be disclosed pursuant to the Federal Deposit Insurance 

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

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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. 

Date:~{~~ 

FEDERAL DEPOSIT INSURANCE CORPORATION AS 

RECEIVER FOR BANKUNITED, FSB 

BY: 

TITLE:. ___ ____::(:....;?_ ... _-_~~\ _V _____ _ 

PRINT NAME: __ \'\__:__·, _\.. \._ ... _ .. \_1"_._.:~~._:v::..:.........:\~==--

TOWNSTON"E FINANCIAL, INC. 

BY=---~--~-----·········_1_····· __ ··_·········_········_········_········_··_ .................. (1?.1(~) 

TITLE:. __________ C_E_O ___ _ 

PRINT NAME: ____ B_arry_S_tu_m_e_r ____ _ 

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