SETTL~:MENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made as of this / 0 th day of 

January, 2014, by, between, and among the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation, as receiver ofBank.United, FSB 

("FDIC-R") on the one hand, and Keith Howard and Associates, P.A., Keith Howard, and Devon 

Howard (aka Devon Mears) (collectively the "Settling Defendants"), on the other hand 

(individually, the FDIC-R, the Settling Defendants and the Insurance Company may be referred 

to herein as ''Party" and collectively as the "Parties"). 

RECITALS 

WHEREAS: 

Prior to May 21, 2009, Hank United, F.S.B. ("Hank") was a depository institution 

organized and existing under the laws of Florida: 

On May 21, 2009, the Hank was closed by the Office of Thrift Supervision ("OTS") and 

pursuant to 12 U .S.C. § 1821 (c ), the FDIC ,vas appointed receiver. In accordance with 

12 U.S.C. § 1821(d), the FDIC as receiver 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 as receiver succeeded were the Bank's claims, 

demands, and causes of actions against third party appraisers; 

On May 16, 2012, the FDIC-R filed a complaint for money damages against the Settling 

Defendants. Those claims for damages arc now pending in the United States District Court for 

the Middle District of Florida in FDIC v. Keith Jfoward and Associates, et. al., Case No. 3:12-

cv-00578-MMI 1-JRK (the "Action"). The Settling Defendants have denied all liability for the 

FDIC-R's claims in the Action. 

The undersigned parties deem it in their best interests to enter into this Agreement to 

avoid the uncertainty, trouble, 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 pat1ies agree, each vvith the other, as follows: 

SECTION I: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, the Settling 

Defendants, collectively, agree to pay the FDIC-R the sum of two hundred and ten thousand 

dollars and no cents ($210,000) ("the Settlement Funds") as full and final settlement for all 

claims, compensatory damages, statutory damages, attorney's fees, and any other damages of 

any nature. 

B. Within thirty (30) days of the execution of an original, or originals in counterpart, 

of this Agreement by each of the undersigned Parties to this Agreement, but no later than 

January 30, 2014, the Settlement Funds shall be delivered to FDIC-R by check made payable to 

the Mortgage Recovery Law Group Client Trust Account. 

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

counsel) by January 30, 2014, interest shall accrue on all unpaid amounts at the rate of 5% per 

annum from January 31, 2014 until the date of payment. l lowever, if said Settlement Funds are 

not delivered to the FDIC-R (or its cotmscl) by January 30, 2014, as a result of the FDIC-R's 

failure to execute this Agreement, no interest shall accrue until the first business day follov...-ing 

the date the FDIC-R executes the Agreement and a copy is delivered to counsel for the Settling 

Defendants. 

D. In addition, and without waiving any other rights that the FDIC-R may have, in 

the event that all Settlement funds (including all accrued interest) are not received by the FDICR (or its counsel) by the close of business on January 30, 2014, then the FDIC-R, in its sole 

discretion, shall have the right at any time prior to receipt of all Settlement Funds to declare this 

Agreement null and void, shall have the right to extend this Agreement for any period of time 

until it receives all Settlement Funds , and/or shall have the right to enforce this Agreement, 

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except however, the provisions ofthis section, I(D), shall not apply if the failure to pay the 

Settlement Funds is due to the FDIC-R's failure to sign this Agreement. 

SECTION II: Stipulation and Dismissal 

Upon execution of this Agreement by each of the undersigned Parties, and receipt of the 

Settlement Funds, plus accrued interest, if any, the FDIC-R shall dismiss the Action with 

prejudice. l"he undersigned parties agree to enter stipulation(s) providing that the dismissal(s) 

set forth above shall be with prejudice, with each party to bear its own attorney's fees and costs 

as these were originally incurred. 

SECTION III: Releases 

A. Release of Settling Defendants by FD[C-R. 

Effective upon receipt in full of the settlement funds plus accrued interest, if any, and 

dismissal described in SECTIONS II above, and except as provided in PARAGRAPI I III.C., 

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

Keith Howard and Associates, P.A., Keith I loward, individually, and Devon Howard (a/k/a 

Devon Mears), individually, and their respective heirs, executors, personal representatives, 

beneficiaries, administrators, representatives, agents, attorneys, assigns, insurers, successors 

predecessors, officers, directors, and shareholders 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 performance, nonperformance, or manner of 

performance of the Settling Defendants' respective functions, duties and actions, including 

without limitation the causes of action alleged in the Action. 

B. Release of FDIC-R by the Settling Defendants. 

Effective simultaneously with the release granted in PARAGRAPH III.A. above, the 

Settling Defendants, on behalf ofthemselves individually, and their respective heirs, executors, 

administrators, agents, representatives, successors and assigns, hereby release and discharge 

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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 performance, nonperformance, or manner of 

performance of the Bank. 

C. Express Reservations From Releases By FDIC-R. 

1. Notwithstanding any other provision, by this Agreement, the Parties do not 

release, and expressly preserve fully and to the same extent as if the Agreement had not been 

executed, any claims, causes of action, or defenses: 

a. against the Settling Defendants or any other person or entity for liability, if 

any, incurred as a maker, endorser or guarantor of any promissory note or indebtedness payable 

or owed by them to FDIC-R, the Hank, other financial institutions, or any other person or entity, 

including without limitation any claims acquired by FDIC-Ras successor in interest to the Bank 

or any person or entity other than Hank; 

b. against any person or entity not expressly released in this Agreement; and 

c. which arc not expressly released in Paragraphs IIl.A or lll.B, above. 

2. Not\vithstanding any other provision, nothing in this Agreement shall be 

construed or interpreted as limiting, waiving, releasing or compromising the jurisdiction and 

authority of the FDIC in the exercise of its supervisory or regulatory authority or to diminish its 

ability to institute administrative enforcement proceedings seeking removal, prohibition or any 

other administrative enforcement action which may arise by operation oflaw, rule or regulation. 

3. Notwithstanding any other provision, this Agreement does not purport to 

waive, or intend to waive, any claims which could be brought by the United States through either 

the Department of Justice, the United States Attorney's Office for the Middle District of Florida 

or any other federal judicial district. In addition, the FDIC-R specifically reserves the right to 

seek court ordered restitution pursuant to the relevant provisions of the Victim and Witness 

Protection Act, 18 lJ.S.C. § 3663, et. seq., if appropriate. 

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SECTION IV: Representations and Acknowledgements 

A. No Admission of Liability. The undersigned parties each acknov,iledgc and agree 

that the matters set forth in this Agreement constitute the settlement and compromise of disputed 

claims, and that this Agreement is not an admission or evidence ofliability by any of them 

regarding any claim. Defendants expressly deny any and all liability for the conduct alleged in 

the Action. The Defendants have agreed to settle and pay the Settlement Funds for prudent 

business purposes and to avoid the cost, expense, and disruption associated with continued and 

protracted litigation. 

B. Execution in Counterparts. This Agreement may be executed in counterparts by 

one or more of the 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 be deemed a complete original, 

binding the party or parties subscribed thereto upon the execution by all parties to this 

Agreement. Any signature evidenced by pdf or facsimile shall have the same legal force and 

effect as an original ink of the same signature. 

C. Binding Effect. Each of the undersigned persons represents and warrants that 

they arc a party hereto or arc 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, administrators, representatives, 

successors and assigns. 

D. Choice ofLaw. This Agreement shall be interpreted, construed and enforced 

according to applicable federal law, or in its absence, the laws of the State of Florida. 

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. This Agreement may not be amended or modified except by another written 

instrument signed by the party or parties to be bound thereby, or by their respective authorized 

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attomcy(s) or other representative(s). 

F. Reasooable Cooperation. 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, filing, recording, and entry, of any documents necessary to conclude the 

Action, and to otherwise perform the terms of this Agreement. 

G. Forum Selection. The Parties agree that any suit or litigation arising from or in 

connection with this Agreement or the enforcement of its terms shall be brought exclusively in 

the federal District Court in the Southern District of Florida. 

IT. Attorneys' Fees. In the event oflitigation or arbitration in connection with the 

enforcement or interpretation of this Agreement, the prevailing party shall be entitled to the 

payment of its attorney's fees, costs, and expenses incUITed in connection therewith. 

I. Advice of Counsel. Each party hereby acknowledges that 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. 

J. 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. 

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

shall 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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lN 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. (b)(6) 

(b )(6) 

By: 

Name: 

Title: 

Date: 

(b)(6) 

By: 

Name: 

Title: 

Date: 

Federal Deposit [nsurance 

~ 

Keith Ho ard 

Corporation as Receiver for 

nkUnitcd, F.S.B. 

-r,;;. s s .'.D μ-4,$4 Date: 

5 <!..o..lt:1'<- AlfD~7 

0/ - /CJ - 2-0/<f 

(b){6) 

Devon Howard 

,ft.t ,,,J,.r d Date: 

?r~ ,d~Y1-fI /J ii/1 'f__ r, 

~~ 

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