SETTLF.M.:NT AGREEMENT AND RELEASE 

This Settlement Agreement and Release C'Agrecmcnt") is made as ofthis . day of 

____ , 2013, by, between, and among the Federal Deposit Insurance Corporation as Receiver 

for AmTrust Bank, Cleveland, Ohio ("FDIC-R"), on the one hand, and Arrow Appraisals, Inc. 

and Paul Cerba ("Arrow Appraisals"), on the other hand, (individually, the FDIC-R and Arrow 

Appraisals may be referred to herein as a "Party" collectively as the "Parties"). 

WHEREAS: 

Prior to December 4, 2009, AmTrust Bank, Cleveland, Ohio, previously known as Ohio 

Savings Bank ("Bank"), was a depository institution organized and existing under the laws of the 

United States. 

On December 4, 2009, the Ofticc of Thrift Supervision closed the Bank and appointed 

the Federal Deposit Insurance Corporation as its receiver. In accordance with 12 U.S.C. § 

l82l(d), the f'DIC-R succeeded to all rights, titles, powers, and privileges of the Bank, including 

those with respect to the claims which arc subject to this Agreement. 

On November 1, 2007 Am Trust funded a mortgage loan in the amount of $650,000 to 

(b)(4),(~),~-~t l_,, .... ___ ..... _, ..... lfor.propcrtyl{>eatcdatJL.._ ... _____ ___.!shaker Heights, Ohio which loan 

closed on November 1, 2007 (the "Transaction"). 

A dispute has arisen between the Parties with respect to claims by the FDIC-R related to 

Arrow Appraisals' actions in the Transaction (hereinafler any and all past, present and future 

claims by the FDIC-R against Arrow Appraisals in connection with the Transaction are referred 

to as the "Claims"). The Parties engaged in settlement negotiations as a result of the Claims. 

The Parties now deem it in their best interests to enter into this Agreement to avoid the 

uncertainty, trouble, and expense of 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 Jl'DIC-R. 

A. As an essential covenant and condition to this Agreement, on or before forty-five 

(45) days following the date the FDIC-R executes this agreement, Arrow Appraisals shall pay 

the FDIC-R the total sum of Ninety-Five Thousand Dollars ($95,000) (the "Settlement 

Payment"). The Settlement Payment shall be in the form of a check made payable to "RJ 

Landau Partners Client Trust Account," mailed to RJ Landau Partners PLLC, Attn: Richard J. 

J ,andau, Esq. 5340 Plymouth Rd., Suite 200, Ann Arbor, Michigan 48105, Reference: 

AmTrust/Anow Appraisals Settlement. 

B. If the FDIC-R does not receive the Settlement Payment in full on or before the date 

determined by subparagraph A above ("Settlement Payment Due Date"), then the FDIC-R, in its 

sole discretion, shall have the right to: 

1. extend the period of time for payment, including interest accruing from the 

Settlement Payment Due Date through the date of payment at a rate calculated in 

accordance with 26 U.S.C. § 662l(b)(3); or 

2. enforce this Agreement and, in such event, Arrow Appraisals agrees to 

jurisdiction in Federal 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 terms of this 

Agreement; or 

3. declare this Agreement null and void, move to vacate any dismissal order, 

to which Arrow Appraisa ls agrees to consent, and institute an action on the fDIC-R's 

2 
claims, as to which Arrow Appraisals waives any and all objections and defenses and 

covenant and agree not to assert any objections and defenses; and/or 

4. seck any other relief available to it in law or equity. 

Any extension of time for delivery of the Settlement Payment shall not prejudice the FDIC-R's 

right to take other action or seck any relief after the expiration of such period of extension if the 

FDIC-R docs not receive the Settlement Payment in full~ including the right to bring an action to 

enforce the Agreement~ or declare the Agreement null and void. 

SECTION II: Releases. 

Each Party acknowledges that this Agreement applies to all claims for injuries~ damages, 

or losses of any type or nature (whether 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 Claims. 

A. Jhe fl)IC-R's Release. 

Upon receipt of the Settlement Payment~ plus any accrued interest, and except as 

provided in PARAGRAPH Il.C., the FDIC-R, for itself and its successors and assigns, hereby 

releases and discharges Arrow Appraisals and their respective employees, officers, directors, 

insurers, representatives, heirs, executors, administrators, successors and assigns, from any and 

all claims, demands, contracts, obligations, damages, actions, and causes of action, direct or 

indirect, in law or in equity belonging to the .FDIC-R for itself and its successors and assigns, 

arising out of or relating to the Claims. 

It is expressly understood that the FDIC-R's release as to insurers as set forth above is 

strictly limited to the claims asse11cd by the FDIC-R against Arrow Appraisals only, and shall 

3 
not extend to claims that have been or may be asserted against any other insured individual or 

entity. 

B. Arrow Appraisals' Release. 

Ef!ective simultaneously with the release in PARAGRAPH II.A. above, Arrow 

Appraisals, on behalf of themselves, and their respective employees, officers, directors, 

representatives, heirs, executors, administrators, successors and assigns, hereby releases and 

discharges the FDfC-R, and its employees, officers, directors, representatives, successors and 

assigns, from any and all claims belonging to Arrow Appraisals, arising out of or relating to the 

Claims. 

C. Exceptions to Release.....Qy _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 claims or causes of action: 

a. against Arrow Appra isals, 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 claims acquired by FDIC-R as successor 

in interest to the Hank or any person or entity other than Bank; 

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

in this Agreement; or 

c. which arc not expressly released in Paragraph II.A. above. 

2. Notwithstanding any other provision of this Agreement, nothing herein 

limits, waives, releases, diminishes or compromises the jurisdiction and authority of the Federal 

4 
Deposit.Insurancc Corporation in the exercise of its supervisory or regulatory authority to 

institute administrative enforcement or other proceedings seeking removal, prohibition, civil 

penalties, restitution or other relief it is authorized to seek pursuant to its supervisory or 

regulatory authority against any person, or which may arise by operation of Jaw, mle, or 

regulation. 

3. Notwithstanding any other provision of this Agreement, this Agreement 

docs not waive any claims brought on behalf of another tailed institution or any claims which 

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 governmental entity. In addition, 

the FDIC-R specifically reserves the right to seek comt ordered restitution pursuant to the 

relevant provisions ofthe Victim and Witness Protection Act, 18 U.S.C. § 3663, et. seq., if 

appropriate. 

SECTION III: Insolvency. 

A. Insolvency. 

Arrow Appraisals warrants as to payments made by it or on its behalf that at the time of 

such payment, it is not insolvent nor will the payment made by or on its behalf render it insolvent 

within the meaning and/or for the purposes of the United States Bankruptcy Code. This warranty 

is made by Arrow Appraisals and not by its counseL 

B. Pr.efcrences. 

In the event that the FDlC-R is required to return any portion of the Settlement Payment 

due to a final order by a court that the transfer of the Settlement Payment or any portion thereof 

co ~iitut d a preference, voidable preference, fraudulent transfer or similar transaction, then, in 

its sole discretion, the FDIC-R may, without waiver of any other rights it may have in law or 

5 
equity, pursue any of the rights and remedies set forth in paragraph I. B.) above, and/or otherwise 

permitted by law. 

SECTION IV: Termination. 

In the event the FDIC-R exercises jts right to declare this Agreement null and void as 

provided herein, then, for the purposes of any statute of limitations or other time-based defense 

to any of the claims of the FDIC-R, the pa:t1ics to this Agreement shall be deemed to have 

reverted to their respective status as of 5:00p.m. Eastern Time, September 30, 2013. 

Sfi:C'riON V: Notices. 

Any notices required hereunder shall be sent by registered mail, first class, return receipt 

requested, and may also be sent by email, to the fo llowing: 

lfto the FDIC-R: 

Richard J. Landau 

RJ Landau Partners PLLC 

5340 Plymouth Rd., Suite 200 

Ann Arbor, MI 48 105 

(734) 865-1585 

If to Arrow Appraisals: 

David A. Schaefer 

McCarthy, Lebit, Crystal & Liffman Co., L.P.A. 

101 West Prospect Avenue, Suite 1800 

Cleveland, 01144 11 5-1088 

(216) 696-1422 

(b)(6) ......................c ..... .. _ ..... _ ..... _ .... _. ____ __, 

SECTION VI: Other Matters. 

A. No Admission Qf 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 

6 
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 herdo, except to enforce its terms. 

B. Execution in Counterpart_!i· 

This Agreement may be executed in counterparts by one or more ofthe Parties named 

herein and all such counterparts when so executed shall together constitute the final Agreement, 

as if one document had been signed by all Parties hereto; and each such counterpart, upon 

execution and delivery, shall he deemed a complete original, binding the Party or Parties 

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

C. Binding Effect. 

All of the undersigned persons represent and warrant that they are a Party hereto or arc 

authorized to sign this Agreement on behalf ofthe respective Party, and that they have the full 

power and authority to hind 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, administrators, representatives, attorneys, successors and assigns. 

D. Entire Agreement. 

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. No representations, wan-antics or inducements have been made to 

or relied on by any Party concerning this Agreement and its exhibits other than those contained 

therein. 

E. Amendments. 

This Agreement may not be amended or modified, nor may any of its provisions be 

7 
waived, except in writing by the Pa11y or Parties bound thereby~ or by their respective authorized 

attorney(s) or other rcpresentative(s). 

F. Reasonable Cooperation. 

1. The undersigned 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, 

fi ling, recording, and entry~ of any documents necessary to perform the terms of this Agreement. 

2. Furt er~ Anow Appraisals agrees to cooperate fully with the FDIC-R in 

connection with any action required under this Agreement. Any such cooperation that involves 

any out of pocket costs is subject to reasonable reimbursement by the FDIC-R pursuant to its 

internal guidelines and policy for such reimbursement. Such cooperation shall consist of: 

a. producing all documents requested by the FDIC-R, without the 

necessity of subpoena, as determined by the FDIC-R~ in its sole discretion, to be relevant to the 

Bank; 

b. making themselves available upon request hy the FDIC-R at 

reasonable times and places lor interviews regarding 'facts, as determined by the J<DlC-R in its 

sole discretion, to be relevant to the Bank; 

c. appearing to testify, upon request by the FDlC>R, in any matter 

detennincd by the FDIC-R in its sole discretion, to be related to the Bank, without the necessity 

of subpoena; 

d. signing truthful affidavits upon request by the FDIC-R, regarding 

any matter, as dctcnnined by the FDJC-R in its sole discretion, to be relevant to the Bank. 

G. Choice of I .aw. 

8 
This Agreement shaH be interpreted, construed and enforced according to applicable 

federal law, or in its absence, the internal laws of the State of Ohio, without regard to its conflicts 

of laws. 

H. Advice of Counsel. 

Each Party hereby acknowledges that he 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 its counsel. 

J. Title and Captions. 

'All section titles ·and captions ·contained in this Agreement are for conv(mience. only ~nd 

~h all not affect the interpretation ofihis Agreement. 

K. Autho~ship/Construction. 

This Agreement sets forth terms and agreements jointly negotiated by the Parties. It is 

expressly agreed that this Agreement shall not be construed for or against any party by reason of 

which party drafted it. 

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: 

APPROVED AS TO FORM 

DATE: \\ jz..<;,/t7:> 

MCCARTHY, LEBIT, CRYSTAL & 

LIFFMAN CO., L.P.A. 

By:JI 

~ -~····· - ······ -

-.·· ··········· ·- DAVID A. SCHAEFER 

9 

Attorney for Defendants ARROW 

APPRAISAI.S, INC. and PAUL CERBA 

RJ LANDAU PARTNERS, PLLC 

(b)(6) 
APPROVED AS TO FORM 

(b)(6) 

DATE: 

DATE: 

··········· 

By:.~--------~------------L---- 'RICHARD J. 't AND AU 

Attorney for Defendant FEDERAL 

DEPOSIT INSURANCE CORPORATION 

AS RECEIVER FOR AMTRUST BANK, 

CLEVELAND, OHIO 

FEDERAL DEPOSIT INSURANCE 

CORPORATION AS RECEIVER FOR 

AMTRUST B~"''K, CLEVELAND, OHIO 

·~;:~ : ~Signature 

(b)(6) 

~fer~,( /fA.#t;Gw.>·i fa~'tt~/ Print Name and Title ' 1 

ARROW APPRAISALS) INC. 

By: ____________________________ _ 

Signature 

Print Name and Title 

PAULCERBA 

Signature 

10 
APPROVED AS TO f<ORM 

DATE: 

I I 

DA'TE· li/ry.,. 1111 i!"l: ,n < !l/ ~ 2)' ,. .. cu ./ 

.l ,i' 

DATE: f!/'J·ihS 

By.:--------------~~----~~- RICHARD J. LANDAU 

Attorney for Def~cJant FEDERAL 

DEPOSIT INSURANCE CORPORATION 

AS RECEIVER FOR AMTRUST BANK., 

CLEVELAND, OHIO 

FEDERAL PEPOS)T INSURANCE . CORPORATION AS RECEIVER FOR 

AMTRUST BANK .CLEVELAND OHIO ' .. ~ 

Print Name and Title 

ARROW APPRAISALS. INC. 

/ 

By.~S;~l~~e.o-4hm __ e ______ ·_········_·······_·m_········~~---·····_········ __ ········-·······_·m_········_·m_········_·······_· 

Print Name and Title 

PAULCERB-A 

Signature· 

10 

(b)(6) 

(b)(6)