RELEASE 

This Rel eas~ dated January '1.20 13 is given by the Rdcasors, the 

FEDERAL DEPOSIT INSURAJ\:CE COMPANY as RECEIVER FORK BANK and 

CIIARLES GOLDSTEIN, TR USTEE FOR THE ESTATE OF K CAPITAL CORPORATION 

h~r in referred to as the "Releasers") to th e Relcasccs, BAYARD, P.A .. ITS 

SIIAREHOLDERS, DIRECTORS AND EMPLOYEES, and DOUGLAS M. HERSHMAN, 

ESQ. and thl.!ir insurers, (hereunder referred to as "Releasees"). 

PREAMBLE 

WHEREAS. an action was filed in the Superior court of the State of Ddaware in and tor 

New Castle County in the matter of K Bank and K Capital Corporation vs. Bayard, P.A. and 

Douglas M. Hershman, Esq. under Case No. N I OC -0 1-099 (RRC) (hereinafter referred to as the 

"La\\>Sllit"). 

WHEREAS. during the pendency of the La\vsuit, plaintiff K Bank was closed and 

the Fe.deral Deposit Insurance Corporation was appointed as Receiver ("FDIC-R") and in 

that capacity FDIC-R succeeded to the rights of plaintiff K Bank in the Lawsuit. and 

plaintiff, K Capital Corporation filed tor hankruptcy in the United States Bankruptcy Court 

for the District of Maryland. Case No. I 0-35560-NV A, and Charles Goldstein was 

appointed as Trustee tor K Capital Corporation. 

WHEREAS, rhc Rclcasors and Releasecs have agreed to resolve all disputes re lating to 

the litigation, and without admitting or determining liability 'v\·hatsoever, and to avoid the 

uncertainties. expense and delays inherent in litigating these claims, the parties desire to enter 

into this Release in order to provide tor certain payment in full settkment and discharge ofthe 

Releasors claims against the Rclcasees. 
DEFINITIONS 

l.O Octinitions. Thl! tollowing ddinitions apply to this Release: 

A. "Claims" means any and all claims or demands of whatsoever nature including, 

without limiting the generality of the foregoing, any claims 1hat were brought. which 

were threatened to be brought, or which could have been brought in the lawsuit 

rcl:lting to Douglas Hershman's involv ement with K Bank and K Capital concerning 

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2.0 Release and Discharge. In consideration ofthe payment set forth in Section 3.0, 

the receipt and sufficiency of which are hereby acknowledged. the Releasers hereby completely 

release, acquit and forever discharge the Rclcasccs and their respective employees, agents. heirs. 

executors. attorneys. insurers. administrators. successors, members. shareholders and directors 

(co!Jectiwly "Rcleasees") of and from any and all Claims, as herein defined, including. but not 

limited to, any past. present. and future claims, demand, obligations, actions. causes of action, 

guarantees, C-laims for compensatory damages, punitive damages. legal malpractice, breach of 

the standard of <:arc. breach of tiduciar: duty. loss of income earning capacity and profits, loss of 

compensation. financial injury. attorney's fees, interest and costs of any kind or nature 

whatsoever. whether based in tort. contract, negligence. legal malpractice, breach of fiduciary 

duty and statute nr any other theory. and whether kno\\'n or unknown. which Releasors had had, 

may have. now ha v~. or which they may hereafter accme or otherwise acquire aga inst Relcasees 

as nf the date;: hereof relating to the Claims. 
2.1 Th~ Rekasors 1-!.'i.prt:ssly waiv~.:, and assume tht: risks oL any and all claims tor damages 

which exist as of this date, but of which the Releasors do not know or suspect to exist, whether 

through ignorance, oversight. error, negligence. incomplete knowledge. and uncertain or 

incomplete discovery, or otherwise. and which ifknown, would materially affect his decision 

to enter into this Release. The Releasors further agree that they have accepted payment ofthe 

sum specified herein and it is a complete compromise of matters involving disputed issues of 

law and tact. The Releasers understand and agree that if the law or facts with respect to \'>hich 

this Rcleasl.' is executed be found hereto to be other than. or different from, the Jaw and facts 

now believe-d by the panies to be true, the Releasors expressly accepi and assume the risk of 

such possible difference in law or facts, and agree that this Rekase shall be and will remain 

dtective, notwithstanding any such difference. As an inducement for the considerations set 

forth bdov ... the Rclcasors voluntarily assume any and all risk that. as a result of the claims, 

damages, or events described above, the Releasors may in the future sufTer some further harm 

or damage which is now unknown or unsuspected to the Relcasors and Releasees, and the 

Rclcasors specifically release the claims having to do with any such future harm. damage and 

the risk thereof. 

2.2 This Release shall be a fully-binding and complete settlement among the 

Releasors and the Releasees. and their respective heirs, successors. and assigns. The Relcasors arc 

bound by this Release. The Rcleasors expressly acknowledge, understand and agree that anyone 

who succeeds to their rights and responsibilities, such as their heirs or administrators or executors 
of their estates are also bound. Th~ Rd~asors understand that all of the terms and conditions of 

this Release arc for the benefit of and binding on them, their heirs or administrators. or executors 

of their estates, and anyone else who succeeds to their rights and responsibilities. The panies 

agree that this Release contains all of the terms and conditions agreed upon by the panies with 

reference to the subject maner contained herein. and no party is relying upon any statements or 

representations of the other except as set forth in this Release. 

2.3 The parties acknowledge and agree that this is a complete com prom isc nf 

matters involving disputed issues of law and fact. 

2.4 The Releasers understand that the payment of the sum specified herein. 

and their execution of this Release, is done entirely for the purpose of compromising and settling 

disputed claims. Neither the payment of such sums, nor the compromise and settlement of such 

claims shall be construed as an admission of liability on the part ofRclca~ees, each and all of 

whom expressly deny liability. 

PAYMENTS 

3.0 In consideration of the Release set forth herein, and Rclcasors' complete 

cxe<.·ution or this Release. and dismissal ofthe lawsuit, with prejudice. the Releasees agree 

to pay the ~ums outlined in this section as follows: 

A. To Releasers. the sum of Two Hundred Fifty Thousand Dollars 

($250.000.00) in full payment for making this Release. Releasers agree that they will not seek 

anything further. including any other payments from the Releasecs. The scnlcment check shall be 
made pa;.abk to: Rosenberg. Martin & Greenberg. LLP. 

3.1 Co\·crning Law. This Release shall be construed and interpreted in accordance 

with the laws oftht: State of Delaware. 

3.2 Additional Documents. The Releasors agrees to cooperate fully with the 

Releasces and execute any and al l ~upplcm ntary documents, and to take all additional actions. 

including the filing of a Stipulation of Dismissal. With Prejudice. of the lawsuit as to 

Defendants. Bayard. P.i\. and Douglas M. Hershman. 

3.3 Entire Agreement and Successors In Interest. This Release contains the entire 

agreement between the Releasers and Rclca-;ees with regard to the matters set forth in iL and 

supersedes any and a! I prior agreements and understandings. v.-hether written or oral of the 

parties hereto relating to the subject matter hereof. This Release shall be binding upon, ;md 

inure to the benefit of the Releasers and Releasccs hereto. and to their executors, 

adrn inistrators. personal representatives. heirs. successo ~. assigns. and insurers. 

3.4 Representation of Comprehension of Documents. The Releasers have relied 

upon the advice of their attomeys in entering into this Release, and further acknowledge that 

they have been afforded a full and complete opportunity to review and evaluate the terms and 

condit on~ of this settlement, and further acknowledge that the terms of this Release are fully 

understood and voluntarily accepted. 

WHO IS BOU~D 

4.0 The Rclcasors are bound by this Release. Anyone who succeeds to the rights and 
responsibilities, such as their heirs or x~c utors ofthc:: ir estat s, is also bound. This Release is 

made for the benefit of the R~lcasccs, all \vho succeed to their rights and re~ponsibilities. such as 

their hdrs or the executors of their estates. or agents. employees, insurers. or princ.ipals of the 

Rclcasecs. 

I~ Wll NESS WHEREOF. the Plaintiffs have hereunto signed this Release and 

Settlement Agreement the day and year first above v.·ritten. 

Dat~.:d: BY: 

Swom to and subscribed before me 

this day of January. 201 3. 

NOTARY PUBLIC 

Dated: -'-+~'--'- \ +\ _, \.:..._ · _ ___ _ BY: 

Sv.orn to and subsl: rib ~d bcforl' me 

this · ' day of January 2013. 

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I '. J I . 

The Federal Deposit insurance Corporation 

as Receiver of K l3ank 

Name: 

Title: 

·1 HL CSTA IL OJ· K CAPITAL CORP. 

I ~HI ·································· 

R~s%lN, TRUSTE_E _ _ 

' ' -
(b)(6) 

rrspon~ibi lit l:!s. such as th~ir he irs or ~.::-.. cutor!:> of their cs tuh!~. is abo bo und. This Rdease is 

made for the bcnelit ofth~ R~l as ~::,. all \\ho u~.: ~~d to their rights and rc~p nsibilitk::.. such as 

their h~irs or th~ ~.: .\e\:utor::. of' their c~t~tc . or nts . cmplo~e~.: . in!:>urt.:r-s. or prindpah fth~ 

It\. \.\II \'!S"') WllLRLOI. the Plaintifh hJve her-.:unhl signcJ hi ~ 1-Z -:,~ and 

St:ttkmcnt Agrcerncnt th~.: da} and ) ear lir::.t ~b \ e "riucn. 

BY: 

S\•Orn to and ~ub~crihed beforL' ~ 

this Ja) of.Januar) . 20 13. 

NOTARY PUBLIC 

Dated: ' 1 • ·. \ BY: --- ---- - - - -

S\\Om to and sul"l:>a ibcd bcfor~ ~ 

i~ da~ of January :!0 13. 

.......................................... 

················'-··-~----- ~-.. , ............................ ..................... .. 

The fedaal Deposit lnsuram.:e Corpon:.ttion 

as Receiver of K Bank 

Name:- ··--- ---- - ----·· 

Title: 

T!lf: FST!\TE Of K CAP1TAL CORP. 

. . ' :l 

CHARU·:S GOLDSTEIN, TRUSl EE 
responsibilities, such as tht:ir heirs or executors of their estates, is also bound. This Release is 

made for the benefit of the Releasees, a11 who succeed to their rights and responsibilities, such as 

their heirs or the executors of their estates, or agents, employees, insurers, or principals of the 

Rcleasces. 

IN WITNESS WHEREOF, the Plaintiffs have hereunto signed this Release and 

Settlement Agreement the day and year first above written. 

IJaJ.ed• ___ t(_.j;lOIJ 

Swom to and subscribed before me 

this day of January, 2013. 

~OTAR Y PUBLIC 

Dated: BY: 

The Federal Deposit Insurance Corporation 

as Receiver of K Bank 

THE ESTATE OF K CAPlTAL CORP. 

----- ---- ---.... . _, ___ , _ 

Sworn to and subscribed before me 

this day of January 201 3. 

1\0TARY PUBLIC 

4840·6&394002, ~- I 

CHARLES GOLDSTHN, TRUSTEE