SETTLEMJI~NT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement>') is made by, between, and among 

the following undersigned parties: 

The Plaintiff:Federal Deposit Insurance Corporation as Receiver for Sunrise Bank of 

Arizona (".FDIC~R,'), and Aaron & Wright, Inc., John H. Wright, Jr., Rob M. Somers and 

Barbara Somers, and Edward Reitzi and Maria Reit:ti (collectively, "Settling Defendants") 

(individually, the FDIC~R and the Settling Defendants may be referred to herein as "Party" and 

collectively as the "Parties"). 

RECITALS 

WHEREAS: 

Prior to August 23,2013, Sunrise Bank of Arizona ("Bank") was a depository institution 

organized and existing under the laws of the State of Arizona; 

On August 23, 2013, the Adzona Department of Financial Institution-; closed the Bank 

and pursuant to 12 U.S.C. § 182l(c), the Federal Deposit Insw·ance Corporation was appointed 

Receiver. In accordance with 12 U.S.C. § 1821(d), the FDIC~R succeeded to all rights, titles, 

powers and privileges of the Bank, including those with respect to its assets. 

Among the ass~ts to which the FDIC-R succeeded were all of the Bank's claims, 

demands, and causes of action that are the subject ofthis Agreement; 

On May 30,2011, the Bank filed a complaint for money damages against the Settling 

Defendants. Those claims for damages are now pending in the Superior Court of the State of 

Arizona in and for the County of Maricopa in l•DIC as Receiver for Sunrise Bank of Arizona v. 

Wright, Case No. CV20l3-052843 ("Action»), The FDIC~R was substituted ac; Plaintiff in the 

Action on February 14,2014. The Settling Defendants have denied liability in the Action. 

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

avoid the unce1tainty 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 Parties agree, each with the other, as follows: 

SECTION 1: Payment to FDIC-R 

A. As an essential covenant and condition to this Agreement, on or before thirty (30) 

calendar days following the date on which the FDIC-R executes this Agreement ("Settlement 

Payment Date"), the Settling Defendants, jointly and severally, agree to pay the FDIC-R the sum 

of fifty thousand dollars ($50,000.00) ("Settlement Payment"). 

B. The Settling Defendants shall deliver the Settlement Payment to the FDIC-R by 

direct wire transfer into an account designated by the FDIC-R by notice to the attorneys for the 

Settling Defendants or by certified or cashier's check drawn upon a depository institution 

acceptable to FDIC-R. 

In the event that the Settlement Payment is not delivered to the FDIC-R (or its counsel) 

by the Settlement Payment Date, interest shall accrue on all unpaid amounts at the rate of 5% per 

annum .from the Settlement Payment Date until the date of payment. 

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

date determined by subsection A above, then the FDIC-R, in its sole discretion, shall have the 

right at any time prior to receipt of the Settlement Payment in full (incl~ding all accrued interest) 

to: 

1. Extend the period of time for the Settlement Payment, including interest 

accruing from the date detennined by subsection A above, through the date of payment at a rate 

calculated in accordance with 26 U.S.C. § 662l(a)(3); or 

2. Enforce this Agreement, in which event the Settling Defendants agree to 

jW'isdiction in the Superior Court of the State of Arizona in and for the County ofMaricopa and 

to pay all of the FDIC-R's reasonable attorney's fees and costs expended in enforcing the terms 

of this Agreement; or 

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3. Terminate the Agreement, move to vacate any dismissal order, to which 

the Settling Defendants agree to consent, and rc"institutc an action on the FDIC"R's claims. The 

Settling Defendants further agree to waive any dctcnse hased on any statute of limitations that 

would bar any of the FDIC-R's claims that did not exist or was otherwise unavailable as ofthe 

date this Agreement wa-; fully executed and to waive all objections, defenses, claims or 

counterclaims, and covenant and agree not to assert ariy objections, defenses, claims or 

counterclaims 1hat did not exist or were otherwise unavailable as of the date this Agreement was 

fully executed; and/or 

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

Any extension oftimc under Section l .C.l for delivery of the Settlement Payment or 

acceptance of a p01tion. of the Settlement Payment shall not prejudice the FDIC-R's rights to take 

any of the actions set forth in Section T.C.2 through I.C.4 at any time prior to receipt of 

Settlement Payment '(including all accrued interest) in full. 

SECTION ll: Stipulation and Dismissal 

Within ten business days after the latter of ( 1) full execution of this Agreement by all of 

the Parties, and (2) receipt of the Settlement Payment, plus any accrued interest, the FDIC-R 

shall file a stipulation of dismissal with prejudice, executed by the attorneys for all Parties 

hereto, in the Action. 

SECTION III: Releases 

A. The FDIC-R's Releases. 

Upon receipt of the Settlement Payment in full and except as provided jn Section Ill. C., 

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

Defendants and their respective heirs, executors, trustees, administrators, representatives, 

successors, and assigns, from any and all claims, demands, obligations, damages, actions, and 

causes of action, direct or indirect, jn law or in equity, belonging to the FDIC-R, that arise from 

or relate to, the causes of action asserted in the Action. 

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B. The Settling Defendants' Release. 

Effective simultaneously with the release granted in Section lli.A. above, the Settling 

Defendants, on behalf of themselves individually, and their rc.'!pcctivc heirs, executors, trustees, 

administrators~ agents, representatives, attorneys, successors, and assigns, hereby release and 

discharge the FDIC-R, and its employees, officers, directors, representatives, attorneys, 

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 causes of 

action asserted in the Action. 

C. Exceptions fr9m Releases by FDIC-:R. 

1. Notwithstanding any other provision of this Agreement, the FDIC-R docs 

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 the Settling Defendants 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 such claims acquired by FDIC-R as 

successor in intel'est to the Bank or any person or entity other than Bank; and 

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

in this Agreement. 

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

Agreement shall be construed or interpreted as limiting, waiving, releasing, or compromising the 

jurisdiction and authority of the Federal Deposit Insurance Corporation in the exercise of its 

supervisory or regulatory authority or to diminish its ability to institute administrative 

enforcement or other proceedings seeking removal, prohibition, or any other relief it is 

authorized to seek pursuant to its supervisory or regulatory authority against any person. 

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

does not purport to waive, or intend to waive, any claims that could be brought by the United 

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States through the Department of Justice, the United States Attorney's Office for any federal 

judicial district, or any other department or agency of the United States as defined by 18 U .S.C. § 

6. In addition, the FDfC-R specifically reserves the right to seek cou1t-ordered restitution 

pursuant to the relevant provisions of the Mandatory Victims Restitution Act, 18 U.S.C. §§ 3322 

and 3663 ct. ~' if appropriate. 

SECTION IV: Waiver of Dividends and Proceeds from Litigation 

To the extent, if any, that the Settling Defendants are or were shareholders of the Bank or 

its holding company and by virtue thereof are or may be entitled to a dividend, payment, or other 

distribution upon resolution ofthe receivership of the Bank or proceeds in any litigation that has 

been or could be brought against the Federal Deposit Insurance Corporation in any capacity or 

against the United States based on or arising out of, in whole or in part, the closing of the Bank, 

or any alleged acts or omissions by the Federal Deposit Insurance Corporation in any capacity, 

the United States government,· or any agency or department of the United States government in 

connection with the Bank, its conservatorship, or receivership, Settling Defendants hereby 

knowingly assign to the FDIC-R any and all rights, titles, and interest in and to any and all such 

dividends, payments, or other distributions, or proceeds. 

SECTION V: Representations and Aclmowlcdgements 

A. Authorized Signatories. All of the undersigned persons represent and warrant that 

they are Parties hereto or are 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, trustees, administrators, representatives, 

successors and assigns. 

B. Advice of Counsel~ Each Party hereby acknowledges that he, she, 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 her counsel. 

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(b)(6) 

SECTION VI: Reasonable Coopention 

The Parties agree to cooperate in good faith to effectuate all the tenns 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. 

SECTION VII: Other Matters 

A. No Admission of 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 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 except to enforce its terms. 

B. Execution in Counterpart~. This Agreement may be executed in counterparts by 

one or more of the Parties and all such counterparts when so executed shall together constitute 

the final Agreement, as if one document had been signed by all Parties; and each such 

counterpart, upon execution and delivery, shall be deemed a complete original, binding the 

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

C. Choice of Law. This Agreement shall be interpreted, construed and enforced 

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

D. Notices. Any notices required hereunder shall be sent by registered mail, first 

class, return receipt requested, and by email, to the following: 

If to the FDIC-R: KentS. Berk; Bcrk Law Group, P.C.; 14220 N. Northsight Blvd., Suite 

135, Scottsdale, Arizona 85260; Telephone: (480) 607-7900; Email: L-1 ------····-········-········._.l ......... (b..).(g) 

If to the Settling Defendants: Richard V. Mack, Manning & Kass, Ellrod, Ramirez, 

Trester LLP, 6909 E. Greenway Parkway, Suite 200, Scottsdale, Arizona 85254; Telephone: 

(602) 778-9900; Email:(------

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(b)(6) 

E. Entire Agreementl!nrt Amendment~. '!his 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. This Agreement may 

not be amended or modified, nor may any of its provisions be waived, except in writing signed 

by the Parties bound thereby, or by their respective authorized attomey(s), or other 

representative( s ). 

F. 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. 

G. 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. 

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: "liZ-~~~OIS 

/ I _r;-l<f. / r- 1. _) 

FEDERAL DEPOSIT INSURANCE CORPORATION 

AS RECEIVER FOR SUNRISE BANK OF ARIZONA 

BY: !············································ I 

' 

TITLE: G~>mt..L ~LDM!ian 

PRlliTNAME:_~~=~~v~~=JL~----~~-~~~i~~~-----

AARON & WRIGHT, INC. 

PRTNTNAME: 

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I ........................ (.~_)('?..) BY: ···········I-·····_········_···· ____ _ 

JOHN u; WRIGHT, JR., individually 

;;:jL_------------_------------_----_____ J---

ROB M. SOMERS, individually 

~--~~~----~[~----------~~ BARBARA SOMERS, individually 

Date: BY:------------

EDWARD REITZI, individually 

Date: _________ _ BY: 

MARIA REITZI, individually 

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Date: ___ _ BY: 

JOHN H. WRIGHT, JR., individually 

Date:---~ BY: 

ROB M. SOMERS, individually 

Date: ___ _ BY: __ _ 

BARBARA SOMERS, individ 

(b)(6) ·····································································································!··················!········································································· 

Date: .5 ~ 2.. 0 IS ~ , BY:4-------------------~------

(b)(6) ~:; ~~Lrz~~~r ~;,IL.._······_·········_········_··········_········_·········_··· ____ ___.....~--- , 

MARIA REITZI, individually 

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