AG~EE!:I~~T 

This Agreement is made as of the latest date indicated on the signature page hereof 

("Execution Date''), by and between the following persons and entities, cnch of which may be 

reteJTed to as a "Party'' and all of which may be referred to collectively as the "Parties." 

A. The Federal Deposit Insurance Corporation as Receiver ("FDIC-R'') of 

.......................... Montgomery.B..~nk .. &. . .Irus.t eMB.T.:)~.~O.P ........................................................ ......................... mmomm•m·······································m·m··············· 

B. Melanie Damian ("Receiver") as Receiver of the following: 

1. All assets of Aubrey Lee Price; 

2. PFG, LLC ('.PFG"); 

3. PFGBI, LLC ("PFGBI"); and 

4. Montgomery Asset Manugement, LLC f/kfa PFG Asset Management, 

LLC (Florida limited liability company) and Montgomery Asset Management, 

LLC f/k/a PFG Assel Management, LLC (Georgia limited liability company) 

(co11ectively "'MAM'} 

PFG, PFGBI, and MAM arc collectively referred to as the "Receivership Entities,'' and the 

Receivership Entities and the assets of Aubrey Lee Price are collectively referred to as the 

"Receivership Estate." 

WHEREAS, MBT was placed into receivership on July 6, 20 I 2, and FDIC-R was 

appointed its receiver; 

WHEREAS, on July 2, 2012, the Securities and Exchange Commission ("SEC") filed 

suit against Aubrey Lee Price ("Price") and the Receivership Entities in the Northern District of 

Georgia, SEC v. Price, et a/., No. 1 :I 2-cv-2296-TCB ("Receivership Court"); and 
WHEREAS, on August 10~ 2012, the Receivership Com1 appointed Melanie Damian as 

Receiver of the Receivership Estate (Doc. 20 and, as subsequently amended, Doc. 82) 

(''Receivership Order"); 

WHEREAS, the Receiver filed in the Receivership Court her Motion to Approve 

(A) Investors and Creditors Claims Procedure; and (B) Initial Plan of Distribution (Doc. 114) 

••• m ••••••••••••••••••••••••••••••••• eC.l.aims. .. P~.OJ~~-ss .. Molion.'_') •. .whis;h_mQtio.r.t was_.Q~nied .. wi.th9Yl_p_t~j_u.dic_e __ onJ .. u.ly_l.6~ . .2.0J4.{Uo.c, ___ m __ ................................ . 

197); and 

WHEREAS, .FDIC~R objected to the Receiver's Claims Process Motion on various 

grounds (Doc .. 126), including that it would violate provisions of the Financial Institutions 

Reform, Recovery, and Enforcement Act ( .. FIRREA"), 12 U.S.C. § 1821 et seq., and the 

National Depositor Preference Act, 12 U.S.C. § 1821 (d)(ii); and 

WHEREAS, FDIC·R contends that it has claims against the Receivership Entities and 

that under FIRREA it is not subject to certain provisions of the Receivership Order; and 

WHEREAS, the Receiver contends the Receivership Entities have claims against MBT 

and filed a claim in MBT's estate~ which the FDIC·R denied; and 

WHEREAS, the Receiver filed a post-disallowance lawsuit for de novo review in the 

Southern District of Georgia, Damian v. FDIC. No. 3:13-cv-61 ("Damian Action"); and 

WHEREAS, on May 28, 2014 ("Closure Date"), at the request ofFDIC-R and the 

Receiver, the court in the Damian Action administratively closed the Damian Action for 

statistical purposes, preserving all rights, claims and defenses of the Parties; and 

WHEREAS, a post-disaJlowance lawsuit was filed by MBT's parent company, 

Montgomery County Banksharcs, Inc. ("MCBr') against FDIC·R in the Southern District of 

Georgia, Monlgomery Coumy Bankshares, Inc. v. FDIC, No. 3-13-cv-12 C'MCBI Action"); and 

2 
WHEREAS, on May 8, 2014. at the request of FDIC-R and MCBI, the court in the MCBI 

Action administratively closed the MCBI Action for statistical purposes, preserving all rights~ 

claims and defenses of FDIC-R and MCBI. 

NOW THEREFORE, in consideration of the mutual promises and covenants set forth 

herein, the Parties hereby agree as follows: 

___ H_ .. _ ..________ ..l.H .. _______ -ARRr.9.Y..!!LruJ!Ii~_Agrecmcnt in the Receivership Court 

A. Within 1 0 days after the Execution Date, the Receiver shall move the 

Receivership Court for approval of this Agreement as being in the best interest of the 

Receivership Entities and their creditors. 

B. If the Receivership Court docs not approve this Agreement, it shaH be null and 

void, and the Receiver may move to reinstate the Damian Action. If the Receivership 

Court enters an order approving this Agreement, and the time to appeal such order 

expires, or such order is affirmed after any appeal~ then the remaining provisions of this 

Agreement shall automatically take effect. 

If. f.9~t-Pisnl!o''YJl..!l~-~1!lY_~Y1(!! 

A. R&i!l:~!~!~m~ru_m- Dis.mJ~.~~~ ~yitb __ P.rdlf:~l~-~J!f~!!!!li~n ~ctj9_~ 

1. If, at any time before the final distribution ("Final Distribution") contemplated by 

the Claims Procedure and Plan of Distribution in Section IV(A) below ("Claims 

Procedure"), other than through the Claims Procedure itself, FDIC-R (i) tiles any claim 

against the Receiver or the Receivership Entities, (ii) seeks to collect, execute against or 

otherwise obtain any assets of the Receivership Entities, (iii) files a claim pursuant to the 

Plan of Distribution in Section IV(A) that is greater than $16.9 million or (iv) seeks to 

collect, execute against or otherwise obtain any assets of Price prior to the Final 

Distribution. (hereinafter, a "Voiding Claim!')~ then 

3 
a. the Receiver shall be entitled to assert any and all defenses to any FDJC-R 

claims or attempts to collect or execute that she may have otherwise waived under 

this Agreement; 

b. the Receiver may re instate the Damian Action and the FDIC~R will not 

oppose the reinstatement, except on the grounds that the conditions set forth in 

·-·······-- -···-·-·-··-········-·-... -....................................... ____ Se.c.tionll(A)(l) .. ahOYe.Jlay~ en.~atisf~<LAJlo.:f£DlC:.R~ s-d.cfcns.es_and ___ . ___ _ ...._ ................. .. .. .. 

counterclaims to the Damian Action that existed as of the Closure Date shall be 

preserved and may be asserted in response to any such reinstatement; and 

c. the allowance of the FDIC-R's $16.9 mi1lion claim against the 

Receivership Estate as set forth in Section III(A)(l)-(2) below shall be deemed 

null and void and the FDJC-R shall be permitted to assert a new claim within 

thirty (30) days (the "Revised Claim") after the FDIC-R files the Voiding Claim, 

and the Receiver shall be permitted to assert any defense to the Revised Claim, 

notwithstanding any other waiver or prohibition set forth in this Agreement. 

2. Nothing herein shall be construed to prevent FDIC-R from filing suit against Price 

at any time. 

3. lt is expressly understood and agreed that any attempt by FDIC-R to collect 

against Travelers/St. Paul Mercury Insurance Company Financial Institution Bond Policy 

(b)(4L.................................... HNo;J-H l or SelectOne for Community Bank (D&O) Policy No.I ... .j ............... (.R.1(.4) 

(collectively, the "Travelers Policies"), shall not constitute a claim by FDIC-R against the 

Receiver or the Receivership Entities, and shall not constitute an attempt by FDlC~R to 

collect, execute against or otherwise obtain any assets of Price or the Receivership 

Entities. 

4 
(b)( 4 ) ............. 

a. The Parties agree to employ all reasonable efforts to cooperate in securing 

the proceeds from the Travelers Policies and a Financial Advisors Professional 

•••••• mmm ............. m ............. LiabilityPeUcy--(No;J· ,m.m ~ issued by Evanston Insurance Company to 

MAM, including but not limited to a possible joint demand on the carriers for a 

tender of their respective limits of liability . 

. .. 4.: ................. JL.At the_ ti 111~ Q f h~ fin.~lJ2 li~rlQ.~J!i.Qn, FP.Ik.:.R.Jli!$..J19.Lfil~qJ~.J1YS1~1.m...~g§inst ................ ................... . 

the Receiver or the Receivership Entities, and has not sought to collect, execute against or 

otherwise obtain any assets of Price or the Receivership Entities, other than through the 

Claims Procedure, then within 10 days after the Final Distribution the Receiver and 

FDIC-R shall jointly move to reinstate the Damian Action for the sole purpose of tiling 

under Rule 41 (a)( l )(A)(ii) a stipulation to dismiss the Damian Action, with prejudice, 

each party to bear its own attorneys' fees and costs. 

5. Except as permitted under Sectionli(A}(l) above, the Parties shall not seek to 

reinstate the Damian Action. 

B. M(;_~J_~~1i_~m 

I. It is a condition of this Agreement that MCBI shall voluntarily dismiss the MCBI 

Action, with prejudice, within thirty days of approval of this Agreement by the 

Receivership Court. If this condilion is not satisfied, FDIC-R may, in it's sole discretion, 

declare this Agreement to be null and void. 

Ill. FQJ~.R'.§_Clc.LimJJt th.£,.Rece!Yership 

A. Su hl!lJ§~.lq JmcJ .. ~~.f~P!~ !:! £~ .. J?.LF..P!~-~' s _ Cl~_i_-n 

1. FDIC-R hereby submits, and the Receiver hereby accepts as timely and properly 

submitted, a claim against the Receivership Estate in the amount of$16,900,000. FDIC5 
R need not participate in nor comply with any other process to submit its claim or have it 

accepted by the Receiver. 

2. The Receiver hereby approves FDIC-R's submitted claim in the amount of 

$16,900,000. FDIC-R need not participate in nor comply with any other process to have 

its claim approved by the Receiver . 

............ ............ ...... ........ .... ......... .......... 3.. ................. ~x.<::~Pt . ~~i.fl~~Uy_pr_o_vid~Qjv .. S~ction U{A)(l) and~n.JJI.(A).( 4)_of this. .. .............................. . 

Agreement, the Receiver will not attempt, directly or indirectly, to reduce, dilute. or make 

any setoff against the $16,900,000 amount of FDIC-R's claim, including based on: 

a. any alleged capital infusions, loans or any other transfers of money to m· 

investments in MCBI or MBT by Price or any of the Receivership Entities; 

b. any loss the Receiver may allege has been incurred by the Receivership 

Entities with respect to the Kingsland and Longboat Key properties that are the 

subject of a separate agreement between FDIC~R and the Receiver; 

c. · except as provided in subparagraph 4 below, any recoveries FDIC-R may 

obtain from third parties, including (i) MBT's directors and officers, (ii) persons 

or entities who may be joint tortfeasors with MBrs directors and officers, (iii) 

MBT's insurers, or (iv) the Travelers Policies .. 

4. Jn the event FDIC-R obtains any recoveries from third parties prior to the Final 

Distribution, and if such recoveries are based on the same losses upon which FDIC-R~s 

$16,900,000 claim against the Receivership Entities is based, then such recoveries shaH 

reduce FDIC-R's $16,900,000 claim against the Receivership Estate as follows: 

a. The recovery amounts shall first be reduced by the FDIC's actual fees and 

expenses incurred for outside counsel and experts specifically for such recoveries 

6 
(such reduced recoveries a1·e hereinafter referred to as "Net Third-Party 

Recoveries"); 

b. Distributions to FDIC~R from the Receivership Estate shall tenninate once 

pro rata distributions to FDIC-R from the Receivership Estate plus Net ThirdParty Recoveries total $16,900,000 in actual receipts; 

-·m· .... ... ......... ...... .... ... ... . .............. _ ... c.... .. .. ..Jn.no .. c .. ventshaJl.the. FDI.C. Rreceive.Jess .. than the .. amo.unt.referenced..in .................................... __ ..... . 

Section JV(A)(4) below; and 

d. In no event shall the FDIC-R have any obligation to return to the Receiver 

in whole or in part any distribution received hereunder. 

B. AnP.r9.Y.;tJ .. 9_f FDIC.-R'~_(:J_~jmj~.!_hc Rccejye~W.iiL~J.Iurt 

1. As part of the motion seeking approval of this Agreement, the Receiver shall 

request that the Receivership Court approve FDIC-R's claim in the amount of 

$16,900,000. This Agreement is contingent upon the Receivership Court granting such 

approval, and if such approval is not granted, this Agreement shall be null and void. 

IV. CI;~1m! PrQ,ccd ~.r..c ~!!<lrJ.@IU!fl!!!trt~utl~m 

A. This Agreement is contingent upon the Receivership Court granting approval of a 

claims procedure and plan of distribution containing all of the material terms set forth in 

this Agreement. If the claims procedure and plan of distribution is not approved by the 

Court, the FDfC-R or the Receiver may declare this Agreement, including the FDIC-R's 

$16.9 million agreed claim, to be null and void. At the earliest practicable time 

permissible under the Receivership Court's order of July 16,2014 (Doc. 197), the 

Receiver shall move the Receivership Court to approve a claims procedure and plan of 

distribution for tbe Receivership Estate that includes the following provisions: 

7 
1. The allowed claim of each investor in the Receivership Entities (collectively, the 

"Investors") will be determined by calculating the amounts transferred to Price and/or the 

Receivership Entities, less any amounts previously returned to the investor by the 

Receivership Entities or Price, less any recoveries obtained by the investor from other 

sources based on the same losses underlying such investor's allowed claims (the total 

................................. ........ ... ..... . ........... aU W.~d_.c.l.~im~ Qf II . illY~~J.Qr~.i.~~ UJ;ci.JQ. h~re.in~ft ~$Jb~ ~-'NeUnvestor CJ aims'.~) ............. _.......................................... .. 

subject to a claims objections and adjudication process and the Receivership Court's 

approval. Interest or lost opportunity shall not be considered. 

2. Distributions ofthe Receivership Estate's assets shall be made first to courtapproved administrative expense creditors (collectively "Class 1 Creditors"). Except as 

set forth in subparagraphs 3 and 4 below, after payment in full of the claims of such Class 

l Creditors~ distributions of the Receivership Entities' assets shall be made pro rata to a 

single class of creditors consisting of the Net lnvestor Claims, FDIC-R's $16,900,000 

claim, and claims of other general creditors, if any (collectively "Class 2 Creditors"). 

3. FDlC-R's $16,900,000 claim and the Net Investor Claims shall remain Class 2 

Creditor claims regardless of whether the Receivership Court determines that Genworth 

Life Insurance Company, Household Life Insurance Company and Protective Life 

Insurance Company ("Intervening Life Insurers") are higher priority, equivalent to, or 

subordinate to Class 2 Creditors. Distributions to Class I Creditors and Class 2 Creditors 

shall be subject to and consistent with any order of the Receivership Court with respect to 

the pending Complaints of the Intervening Life Insurers. 

4. In determining the pro rata percentage applicable to FDIC-R's Class 2 Creditor 

claim, any claim oft he S.E.C., regardless of classification, if any, shall not be taken into 

account The pro rata distributions paid to FDIC-R shall not exceed 39.9%, nor shall 

8 
they be Jess than 33.3%, of the total amounts transferred to Class 2 Creditors and the 

S.E.C., regardless of what creditor class the S.E.C. may be assigned, if any. Payments by 

the S.E.C. to the FDIC-R and other Class 2 Creditors shall be taken into account in 

calculating whether the maximum and minimum percentages set forth above have been 

met. 

_.. .......... .............. ... .. ..... ___ _!~! ............ Th~ E.cceiver r~_p.r~§~_J1t§.J.hat a.U.h~!im~ .Q.fl1~f. e~~cution~91Jb..i.~ !}gr~ement sh~..i~ .... ......... . 

not aware of any creditors of the Receivership Entities other than those disclosed in her 

quarterly status reports to the Receivership Court. Those known creditors are limited to 

FDIC-R, the S.E.C., the Investors, the Intervening Life Insurers, and disclosed 

administrative expense creditors. In the event that additional creditors, investors or other 

claimants are identified in the future that may materially alter the outcome or intent of 

this Agreement, FDIC~R may, in its sole discretion, declare this Agreement to be null and 

void, provided, however, that Section II(A) of this Agreement shall survive so that the 

Receiver shall retain all claims with respect to the Damian Action and fDIC~R may not 

assert any timeliness defense resulting from the parties entering in this Agreement. For 

the purposes of this paragraph, "materially alter" shall mean the asserrion, and acceptance 

and approval by the Receivership Court after all challenges, of presently undisclosed 

claims of creditors, investors or other claimants in excess of$3 million in the aggregate. 

C. The Receiver may seek approval of any other reasonable and necessary terms of a 

Claims Procedure and Plan of Distribution, such as a bar date, claims adjudication and 

objection process, and the timing of distributions, so long as they are consistent with the 

requirements set forth above and they do not dilute or diminish the FDJC-R's rights as set 

forth herein. 

9 
V. ~~!l~!:..I!I!~Y !~f R~£~!Y.~r..~hip En!iti~~ 

A. Notwithstanding any provision in this Agreement, the Receiver is not precluded 

from filing bankruptcy petitions on behalf of any of the Receivership Entities at any time; 

pr vided~ however, that this Agreement shall be null and void upon the filing of a 

bankruptcy petition by any of the Receivership Entities at any time prior to the Final 

__ ...................... ............ ...... ____ Q!~Jr u !i2!11_and .. ?II parties here~Q ~.1.1~ !.!.~~ ge~m~.QJo etl;l!~JQ 1he! r sta.!JJ:tqu9_~_Qf !h~ .............. .. ...... .... ........ .. 

date ofthis Agreement. 

B. In the event FDIC-R is required to return any portion of its pro rata distribution 

received from the Receivership Entities due to a final order by a court that the 

distribution or any portion thereof constituted 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 equity, declare this Agreement 

null and void, and ull parties hereto shall he deemed to return to their status quo as of the 

date of this Agreement. 

VI. B.~£rva tioQ! . .9..fJJ!gbt~. 

A. Except as expressly agreed herein, the FDIC-R hereby reserves all statutory, 

common law and equitable rights available to it, including its rights under FJRREA and 

the National Depositor Preference Act. FDIC-R's voluntary undertakings in connection 

with this Agreement shall not be construed as an admission that it is bound by the 

provisions of the Receivership Order, including its injunction prohibiting suits against the 

Receiver or the Receivership Estate. Nothing in this Agreement shall be construed as a 

release of, covenant not to sue, or covenant not to execute against, the Receiver or the 

Receivership Estate. 

10 
B. Except as expressly agreed herein, the Receiver hereby reserves all statutory, 

common Jaw and equitable rights available to it. The Receiver's voluntary undertakings 

in connection with this Agreement shall not be construed as an admission or 

acknowledgment that FIRREA or the National Depositor Preference Act supersede, 

override, undermine, nullify, or otherwise affect any provisions of the Receivership 

Order, including its in.Junction prohibiting suits aoainst the Receiver or the Receivershin --··- ··- ·-------- -------·-·- .... _ ... _. - .... ....... -.... -- _____ , .. ......... ---· -- _ __..,...,,,..._ - ---........ --·-.,-- ..... ______ ,.._, _ _ ______ , __ 4'_·- - l!.---····--·-·-······- ·-.. ··--·-·· ........ . 

Estate. Nothing in this Agreement shall be construed as a release of, covenant not to sue, 

or covenant not to execute against, FDIC-R. 

C. Until the Final Distribution, FDIC-R will give 30 days' written notice to the 

Receiver before filing or taking any action against the Receiver or the Receivership 

Estate outside the Receivership Court. 

A. The Parties entered into a separate agreement to resolve disputes between them 

relating to certain real pro petty located in Kingsland, GA and Longboat Key, FL 

("Properties Agreement"). The Properties Agreement was approved by the Receivership 

Court and FDIC-R. The Properties Agreement is separate and distinct from this 

Agreemenl. This Agreement shall be unaffected by the execution or operation of the 

Properties Agreement. The Properties Agreement shall be unaffected by the operation of 

this Agreement, including but not limited to the Parties' rights to declare this Agreement 

null and void. In particular, the Parties agree that the Receiver's right to reinstate the 

Damian Action as provided herein is limited to the right to reinstate those causes of 

action wrrelatcd to the Kingsland, GA and Longboat Key, FL properties, and which the 

Receiver is not required to dismiss with prejudice in the Properties Agreement. 

II 
VIII. f.Q!Jm~!.~_rr~!ISI!ction AnaJy~_i~ 

A. Within 10 days after the Execution Date, the Receiver shall provide to FDJC-R 

(which it shall maintain as confidential) the detailed schedule of transactions for each 

Investor prepared by her forensic consultants, Kapila & Company, referenced in the 

Receiver's Seventh Status Report ("Transaction Analysis"). The Transaction Analysis 

.................................................... . ........ . IJ ... ~~··· ~ tili_~e~ ... ~Y... ... f..P.!g~8: !~~~~!.!E~ .... t.l.~ ~~l.-~~-~~~ --9.~ .. '::I I.!~!lt i !1f9.r.!~~~ig~-'-·~l]~-~-~lti~ig~!~Q .................................................. . 

Net Investor Claims are not Jess than 55% of the total of the FDIC-R's $16,900,000 claim 

and the Net Investor Claims. If the Transaction Analysis reveals that the Net Investor 

Claims arc less than 55% of the total of the FDIC-R's $16,900,000 claim and the Net 

Investor Claims, then within 30 days of FDIC-R's receipt of the Transaction Analysis, 

FDIC-R may, in its sole discretion, declare this Agreement to be null and void. 

B. At such time as Kapila & Company has completed its full forensic investigation, 

which includes not only the Transaction Analysis but also its reconstruction of all 

Receivership Entity and Price-related bank account transactions, the Receiver shall 

provide such data (but not any opinions of Kapila & Company) to the FDJC-R (which it 

shall maintain as confidential). 

IX. A.l!tho ri~: The Parties represent that they have read this Agreement and intend to be 

bound by its terms. The Receiver warrants that she is the sole owner of the claims asserted in the 

Damian Action, and that she has the sole authority and legal capacity to act on behalf of and bind 

the Receivership Estate, on whose behalf she is entering into this At:,'l'eement. The FDIC-R 

warrants that it is the sole owner ofMBT's claims against the Receivership Estate, and that it has 

the sole authority and legal capacity to act on behalf of and bind MBT, on whose behalf it is 

entering into this Agreement. 

12 
X. B~prcscnt~ti()p_by __ {2ouns~t: In connection with the negotiation and execution of this 

Agreement, the Parties have had the benefit of representation by independent legal counsel and 

other professionals of their own choosing. 

XI. ~£!l.J!~_j)_f_f\gr.c;~.me~!: This Agreement inures to the benefit of and is binding on the 

Parties and their respective successors and/or assigns . 

....................... ...... ~.!J~ ...... ...... d-~£.n~J!t~!J!E ... il i, ~_g~~e.~~!!~- ~~~Y. ... ~~Jlmen.~~4 ... ~~~~..P .. Ur:t .. ~'?.l.r.l.ttng s.~g"Q5!.Q.Qy_~1Uh~ ......... .................................. . 

Parties. 

XIII. ~c.r~.r: This Agreement sets forth the enlire understanding of the Parties with respect 

to its subject matter, and supersedes. all prior agreements and understandings relating to its 

subject matter. There are no side agreements. No breach of any provision hereof may be waived 

except in writing. Waiver of any one breach of any provision hereof shall not be deemed to be a 

waiver of any other breach of the same or any other provision hereof. 

XIV. Ex~uti9n: This Agreement may be signed in counterparts by facsimile or electronic 

means which, taken together, wiiJ constitute one agreement. 

XV. E.ff4;.~JQ.Lf-!lH~re qr NP.Uifi.~JtjJQ~: In the event this Agreement fails for any reason or is 

made or declared null and void in accordance with its terms, then the Parties shall be deemed to 

have returned to their respective positions and sTatus quo tor all purposes, including for 

calculating any statute of limitations, statute of repose, or other time-based defenses, as of the 

Closure Dute. The time under any statutes of limitations, statutes of repose, or other time~ based 

defenses with respect to any claims, counterclaims, defenses, or causes of action that either Party 

has against the other shall be deemed to have been tolled as of the Closure Date, and shall not 

resume to run, if ever, until notice to all Parties hereto that this Agreement has failed or become 

null and void. 

13 
XVI. ~rotccti_ve C~~~· If, notwithstanding the provisions of Section XV above, the FDIC-R 

determines, in its sole discretion, that, for purposes of statutes of limitations, repose, or other 

time-based defenses, its causes of action against the Receivership Entities may expire prior to the 

Final Distribution, then FDIC-R may file a protective case against the Receiver and/or some or 

all ofthe Receivership Entities ("'Protective Case") in the Receivership Court. The Protective 

and shall not constitute an attempt by FDIC to collect, execute against or otherwise obtain any 

assets of Price or the Receivership Entities, provided: 

a. contemporaneously with filing the Protective Case, the FDIC-R moves to 

stay the Protective Case in its entirety pending completion of the events 

contemplated by this Agreement (which motion shall be consented to by the 

Receiver); 

b. such motion is granted by the Receivership Court; and 

c. the FDlC-R Prolective Cusc is dismissed with prejudice within ten days 

after the Final Distribution. 

XVII. ~-Q!.i~~: Notice provided pursuant to this Agreement shall be made in writing by email 

(received and read receipts requested), overnight mail or tclecopier to the address of the 

appropriate Party as set forth below. All notices shall be deemed to have been given and 

received upon receipt. 

Receiver: 

Melanic E. Damian 

Kenneth D. Murena 

Guy F. Giberson 

Damian & Valori, LLP 

I 000 Brickell Avenue, Suite I 020 

Miami, Florida 3313 I 

(305) 371-3960- telephone 

(305) 371-3965- tclecopier 

14 
(b)(6) ......... ................................................... ............... ..........

1

L-____ ___. 

Peter M. Casey 

Federal Deposit Insurance Corporation 

3501 North Fairfax Drive 

Arlington, Virginia 22226 

(703) 516-1383 -telephone 

Cb1C6.l.,.,,.,,.,,,., .•. --.. - · .......... '" ... ,"'"'"'"""''"""'::::·:;::;::;;;::·:·::::·::: .. l ...... -.......... - .. -· I ___ ., - -- ----·-----......................................................................................................................... .. 

(b )(6) ............ . 

With a copy to: 

Alan F. Curley 

Robinson Curley & Clayton, P.C. 

300 South Wacker Drive, Suite 1700 

Chicago, Illinois 60606 

(312) 663w31 00- telephone 

(312) 663-0303 - telecopier 

........................................... .. ..... IL-_ .... ..... _ .......... _ ........ ........ _ .. _ ........ _____ __, 

XVIII. Goy~r~!!Jg_~aw: This Agreement shall be governed by and construed in accordance 

with Federal Law, but if Federal Law does not provide a rule of decision, it will be governed by 

and construed in accordance with the laws of the State of Georgia. 

XIX. ~..9.. ConJ!!ru~i2Itt.\_g~j_p~t Eith~r ~r~: It shall be deemed that this Agreement has 

been jointly drafted and composed by the respective Parties to this Agreement. The tenns of this 

Agreement shall not be interpreted or construed in favor of or against any Party. The terms of 

this Agreement shall not be interpreted or construed in favor of or against any Party on the 

ground that one Party was the purported draftsman hereof. 

XX. ~o ~m~.!ll~!!!JJn tllfull ExecytiJm: Neither this agreement, nor any of its tenns, shall 

be binding or enforceable under any circumstances, until it has been executed by all Parties 

hereto. 

15 
ACCEPTED AND AGREED as of the latest date indicated below: 

FEDERAL DEPOSIT INSURANCE 

CORPORATION, as Receiver of 

Montgomery Bank & Trust 

MELANIE DAMIAN, ns Receiver of all 

assets of Aubrey Lee Price, PFG, LLC, 

PFGBI, LLC, Montgomery Asset 

Manugement, LLC (Georgia) and 

Montgomery Asset Management, LLC 

~~ ~~~!..=::·:::::::::: ~~ ~-L-···· -=-·-···············-········ --, ____ ____,~l.__ :1rida) -- . 

Its: C t? vl"l s~._l_1 _ _ _ ___ _ 

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