IN THE CHANCERY COURT OF THE FIRST JUDICIAL DISTRICT OF HINDS COUNTY, MISSISSIPPI

ALL AMERICAN CHECK CASHING, INC., a Mississippi Corporation, and MID-STATE FINANCE, INC., a Mississippi Corporation, and Michael E. Gray, Individually

Plaintiffs,

V.

CHARLOTTE CORLEY, in her capacity as Commissioner of the Mississippi Department of Banking and Consumer Finance, and THE MISSISSIPPI DEPARTMENT OF BANKING AND CONSUMER FINANCE, a Mississippi state agency,

Defendants.

CASE NO G-2017-699 S/2

AGREED ORDER OF DISMISSAL WITH PREJUDICE

Before the Court is the proposed Agreed Order of the Plaintiffs All American Check Cashing, Inc., a Mississippi Corporation, and Mid-State Finance, Inc., a Mississippi Corporation, and Michael E. Gray, Individually and Defendants Charlotte Corley, in her capacity as Commissioner of the Mississippi Department of Banking and Consumer Finance, and the Mississippi Department Of Banking And Consumer Finance, a Mississippi state agency, dismissing the above-styled litigation with prejudice.

The parties have stipulated to the following facts and conditions of the dismissal.

1. On May 11, 2017, the Commissioner of the Department of Banking and Consumer Finance, after a 24-day trial over six months from November 16, 2016, to April 5, 2017, handed down an Administrative Order finding that All American Check Cashing, Inc. and Mid-State Finance, Inc. and All American Title Loans LLC (“the Licensee”) had committed 3,234 violations of the Mississippi Check Cashers and Title Pledge Acts. The Order is attached as Exhibit “A.”

2. The 41-page Order, with eighty-nine factual findings and detailed conclusions of law found that the Licensee had violated the following sections of the Mississippi Check Cashers¹ and Title Pledge Acts²:

• 1. Section 75-67-521(1)(a) (42 violations)
• 1. Section 75-67-521(1)(c) (355 violations)
• 1. Section 75-67-519(5) and Regulation 3.3(5) (1502 violations)
• 1. Section 75-67-519(4) (1001 violations)
• 1. Section 75-67-519(3) (42 violations)
• 1. Section 75-67-517 (182 violations)
• 1. Sections 75-67-515(2) and 75-67-523 (43 violations)
• 1. Section 75-67-413(4) (33 violations)
• 1. Sections 75-67-415(b), 75-67-435, 75-67-447 (34 violations)

For those violations, the Commissioner imposed $1,617,000.00 in fines.

The Commissioner further ordered the Licensee to return $134,609.00 in refunds to 703 customers that All American identified as owing in its June 15, 2015, Response to the Department’s Report of Examination.

The Commissioner further ordered that the 75 licenses held by the Licensee and listed in the Order be revoked.

¹ (3,167) violations of the Mississippi Check Cashers Act, a civil penalty in the amount of $1,583,500.00. ² (67) violations of the Mississippi Title Pledge Act, a civil penalty in the amount of $33,500.00

1. All American sought a stay of the Commissioner’s Order on May 12, 2017. On June 6, 2017, the Hinds County Chancery Court refused to reinstate the licenses or to stay payment of the $134,609.00 in refunds. The Court granted a stay of the payment of the $1,617,000.00 in fines upon the payment within ten days of a $500,000.00 appeal bond.

2. The Plaintiffs and the Defendants wish to settle this matter and to dismiss the Plaintiffs’ Appeal/Complaint and any other appeal that the Plaintiffs might undertake on the terms listed.

IT IS, THEREFORE ORDERED AND ADJUDGED THAT:

1. This Agreed Order of Dismissal and accompanying instrument of release bind All American Check Cashing Inc., Mid-State Finance, Inc., and All American Title Loans LLC and their executive committee or any other management and legal or personal representatives of same and Michael E. Gray Individually, his legal or personal representatives, and any company owned in whole or in part by Michael E. Gray as well as Charlotte Corley, in her capacity as Commissioner of the Mississippi Department of Banking and Consumer Finance, and the Mississippi Department of Banking and Consumer Finance, a Mississippi state agency and legal or personal representatives of the same.

2. The Plaintiffs shall dismiss with prejudice within three business days any litigation now pending against the Defendants or any of the Defendants’ current or former employees.

3. The Plaintiffs and/or their employees shall delete the Facebook and YouTube, posts and ads related to the Mississippi Department of Banking And Consumer Finance and/or any of its employees and shall remove the Company Website. The parties to this action shall not directly or indirectly disparage or retaliate against anyone involved with this action.

4. The Licensee shall pay refunds of $134,609.00 to the 703 customers identified to the Department in the June 15, 2015, Response to Report of Examination and/or escheat same to the State Treasurer and shall provide proof of compliance.

5. The Licensee shall pay fines calculated at $275.00 for each of the 3,234 violations or $889,350.00.

6. The Plaintiffs, their management and legal or personal representatives shall not attempt to re-litigate in any forum the claims that were asserted in this action or which could have been asserted in this action or which were asserted or could have been asserted in the administrative hearing of this matter, in the chancery court action filed against the Defendants in July 2016 and dismissed in September 2016, styled as All American Check Cashing Inc. a MS Corporation et al v. Corley et al Case: 25CH1:16-cv-001003 or in the federal court action now pending as All American v. Corley, Case 3:16-cv-00055-TSL-RHW in the U.S District Court for the Southern District of Mississippi.

7. This Agreed Order shall be enforceable via summary proceedings in this Court.