Page 5

directors, joint venturers, partners, employees, agents, servants, heirs, administrators, executors,
successors, representatives and assigns.

10. Applicable Law. This Agreement has been negotiated and exchanged in the
Commonwealth of Pennsylvania. As such, this Agreement and all matters relating thereto shall
be governed by the laws of the Commonwealth of Pennsylvania without regard to its principles
of conflicts of law. In addition, in the event of any disputes arising between the Parties out of
this Agreement, the Parties agree that the exclusive venue in which all disputes shall be resolved
shall be by way of an action filed in the United States District Court for the Western District of
Pennsylvania.

He. Execution and Delivery Required — Effective Date. This instrament shall not
be considered to be the Agreement (defined above) or an enforceable contract, nor shall it create
any obligation whatsoever on the part of any or all of the Parties, nor shal! it or any of its terms
constitute an undertaking by any of the Parties unless and until the date on which counterparts of
it have been signed by and exchanged amongst all Parties (via facsimile, e-mail or otherwise)
(the “Effective Date”). Until the Effective Date, any Party who may already have signed and
exchanged one or more counterparts of this agreement with other Parties shall have the right to
revoke such signature. On the Effective Date, this instrument shall become the Agreement and
shail become a binding and enforceable contract,

12. Counterparts. This Agreement may be executed in one or more counterparts,
each of which when executed and delivered shall be an original, and all of which when executed
shall constitute one and the same instrument. Signatures on this Agreement, or any counterpart
of this Agreement, transmitted by facsimile machine or electronic mail in pdf format shall have

the same force and effect as original signatures.


Page 8

IN WITNESS WHEREOF, the Parties hereto have executed this agreement on the dates

set forth below.
FEDERAL DEPOSIT INSURANCE
CORPORATION, AS RECEIVER FOR
DWELLING HOUSE SAVINGS AND LOAN
ASSOCIATION
(b)(6)
Dated: f~ \ Y 2012 By:

tw: Coowse|

TERRY COLLIER & ASSOCIATES, P.C.

(b)(6)
Dated: S//O _ ,2012 By; ——
Its; Take, Qos sbie. i 77.

‘4



Page 4

c. This Agreement is fully integrated and contains the entire agreement of the Parties
hereto. There are no agreements or understandings between the Parties hereto
relating to the matters and releases referred to in this Agreement other than as set
forth in this Agreement, and this Agreement supersedes and replaces any and all
prior negotiations and agreements between the Parties hereto, whether written or
oral.

d. FDIC-R and TCA have made such investigation of the facts pertaining to the
releases-contained herein as they deem necessary.

e. The terms of this Agreement are contractual and are the result of negotiation
among the Parties. Each Party has cooperated in the drafting and preparation of
this Agreement. Hence, in any construction to be made of this Agreement, the
role-of the Party in drafting and preparation of the Agreement shall not be referred
to in order to construe the Agreement against that Party, and that canon of
contractual interpretation shall not be applied.

£ This Agreement has been carefully read by each of the Parties and the contents
thereof are known and understood by each of the Parties. This Agreement is
signed freely by cach Party executing it.

g. The Parties have not assigned or transferred any of their claims. being released
herein.

8. Consideration. The consideration received in connection with this Agreement is
fair, adequate and substantial and consists only of the terms set forth in this Agreement.

a. Agreement Binding on Successors and Assigns. This Agreement shall be

binding upon, and shal] inure to the benefit of, the Parties hereto and their respective officers,


Page 6

13. Severabiliey. In the event any provision of this Agreement shall be held to be
void, voidable or unenforceable, the remaining provisions shall remain in full force and effect.

14. Warranty of Authority. Each Party or attomey whose signature is affixed
hereto in a representative capacity represents and warrants that he or she is authorized to execute
this agreement on behalf of and to bind the entity on whose behalf his or her signature is affixed
and that he or she is acting in the scope of such agency and authority, Each Party specifically
represents and warrants that no signatures other than those made on this Agreement are
necessary to bind the Parties to all of the obligations imposed by the Agreement.

15. Attorneys’ Fees and Casts. The Parties each agree to bear their own costs,
attomeys’ fees and expenses incurred in confection with the claims which are the subject of this
Agreement,

16. Headings. The headings of paragraphs herein are intended solely for the
convenience of reference and shall not control the meaning or interpretation of any of the
provisions of this Agreement.

17, Remedies. All Parties shall be entitled to all remedies available at law or in
equity for any violation of this Agreement, including, but not limited to the remedy of specific
performance.

18. Waiver. The waiver by one Party of the performance of any covenant or

condition herein shall not invalidate this Agreement, nor shall it be considered to be a waiver by
such Party of any other covenant or condition or of any later instance of the previously waived
covenant or condition. The waiver by any Parties of the time for performing any act shall not
constitute a waiver at the time for performing any other act or an identical act required. to be

performed at a later time.


Page 1

AGREEMENT OF SETTLEMENT AND MUTUAL RELEASE

THIS AGREEMENT OF SETTLEMENT AND MUTUAL RELEASE (the
“Agreement”) is made and entered into by and between FEDERAL DEPOSIT INSURANCE
CORPORATION, as Receiver for DWELLING HOUSE SAVINGS AND LOAN
ASSOCIATION (FDIC-R”) and TERRY COLLIER & ASSOCIATES, P.C. (TCA”.
FDIC-R and TCA may be referred to herein collectively as the “Parties.”

RECITALS

This agreement is made with reference to the following facts:

A Dwelling House Savings and Loan Association ("DHSL") was a mutual savings
association located in Pittsburgh, Pennsylvania.

B. On August 14, 2009, the Office of Thrift Supervision ("OTS") closed DHSL and
appointed the FDIC as receiver due to the fact that the OTS had determined DHSL was in an
unsafe and unsound condition, was critically undercapitalized, and had no reasonable prospect of
recovery.

c. The failure of DHSL arose out of fraud scheme commencing in or around 2007
wherein multiple individuals, none of whom are parties to this. Agreement, manipulated the
Automated Clearing House ("ACH") system in order to make numerous unauthorized and
improper electronic withdrawals from savings accounts maintained at: DHSL.

Dp. On or about December 20, 2010, counsel for FDIC-R notified counsel for TCA in.
writing of certain claims FDIC-R alleged that it had against TCA arising out of audit and/or
accounting services performed by TCA for DHSL.

EB. TCA has denied, and continues to deny, any and all liability for any losses

suffered by DHSL arising out of the improper ACH withdrawals or otherwise.


Page 7

19. Entire Agreement. This Agreement contains the complete agreement of the
Parties conceming the subjects of this agreement and supersedes all prior drafts of this Agreement
and all other prior agreements, promises, acknowledgements, representations and warranties, if
any, that may have been made between or among the Parties concerning that subject of this
agreement, whether in connection with the negotiation of this agreement or otherwise. This
agreement has been the product of negotiation. The Parties have had the opportunity te obtain
independent advice from counsel. This Agreement may not be modified or changed except by a
written instrument executed by all of the Parties and no rights under it may be waived except by
a writing signed by the waiving Party. No promises, representations, warranties, agreements or
other understandings exist between the parties with respect to the subject matter of this
agreement, afd this agreement supersedes and discharges any and all prior promises,
acknowledgements, representations, warranties, agreements or other understandings that existed

or may have existed between the Parties.

[PHIS SECTION INTENTIONALLY LEFT BLANK)



Page 2

F. The Parties deem it in their best interests to enter into this Agreement to avoid the
uncertainty, and expense of litigation. By this agreement, the Parties intend to memorialize the
terms of their compromise and settlement of the claims of FDIC-R against TCA.

AGREEMENT AND. MUTUAL RELEASE

NOW, THEREFORE, in consideration of the undertakings contained in this Agreement,
and other good, valuable and sufficient consideration, the sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

i. Preamble, Recitals and Exhibits. The foregoing preamble and recitals are true
and correct and are integral parts of this Agreement.

2. Settlement Payment by TCA to FDIC-R, No later than thirty (60) business
days following fall execution of this Agreement, Defendant TCA shall pay the amount of Three
Hundred Thousand Dollars ($306,000,00) to FDIC-R. The settlement payment shail be made by
wiring the funds to an account designated:-by FDIC-R upon the execution of this agreement. The
Parties agree that timely receipt of the Settlement Payment is an essential term of this agreement,
and a condition to the effectiveness of this agreement.

3. Release by FDIC-R. The FDIC-R hereby releases and forever discharges TCA
and iis current and former officers, directors, employees, agents, attorneys, subsidiaries,
predecessors, related companies, parent companies, successors, assigns and affiliates, of and
from any and afl claims, and demands of every kind and nature, in law, equity or otherwise,
imown and unknown, suspected and unsuspected, disclosed and undisclosed, for damages actual
and consequential, attorneys’ fees and essts, past, present and future, arising out of any audit,

accounting, and/or other professional services performed for or on behalf of DHSL.

4, Express Reservations from Release by Plaintiff. This Agreement does not


Page 3

release any claims brought, or which could be brought, by or on behalf of any other agency or
entity of the United States of America including any rights, if appropriate, to court ordered
restitution pursuant to the relevant provisions of the Victim and Witness Protection Act, 18
USC. § 3665, ef seg.

5, Release by TCA.TCA hereby releases and forever discharges FDIC-R and its
current and former officers, directors, employees, agents,aliorneys, subsidiaries, predecessors,
related companies, parent companies, successors, assigns, and affiliates, of and from any and all
claims, and demands of every kind and nature, in law, equity, or otherwise, known and unknown,
suspected and unsuspected, disclosed and undisclosed, for damages actual and consequential,
attorneys” fees and costs, past, present and future, arising out of any audit, accounting, and/or
other professional services performed for or on behalf of DHSL

6. No Admission of Liability. Payment of the settlement arnount and the entry into
this Agreement shall not constitute or be considered as an admission of any fault or liability by
TCA, and TCA has denied and continues to deny that it has any Hability to FDIC-R..

7. Representations and: Warranties. The Parties represent and warrant to and
agree with each other as follows:

a. FDIC-R and TCA have received independent legal advice from attorneys of their
choice with respect to the advisability of entering into this Agreement and of
giving the releases provided herein.

b. In connection with the execution of this Agreement and the making of the
settlement provided for herein, no Party to this Agreement has relied upon any
statement, representation or promise of any other Party not expressly contained

herein.