SETTLEMENT 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 Orion Bank ofNaples, Florida ("FDIC-R"), and Nason, Yeager, Gerson, White, & 

Lioce, P.A., Alan I. Annour ll, Ryan P. Alello (collectively the "Settling Defendants"), and 

Chicago Insurance Company ("Insurer") (individually, the FDIC-R, the Settling Defendants and 

the Insurer may be referred to herein as "Party .. and collectively as the "Parties''). 

RECITALS 

WHEREAS: 

Prior to November 13, 2009, Orion Bank of Naples, Florida ("Bank") was a depository 

institution organi:zed and existing under the laws of Florida; 

.... On November 13, 2009, the Florida Office of Financial Regulation closed the Bank and 

pursuant to 12 U.S.C. § 1821(c)~ the Federal Deposit Insurance 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 assets to which the FDIC-R succeeded, and currently holds, were all of the 

Bank's claims, demands, and causes of action against its former attorneys arising from the 

performance, nonperformance, and manner ofperfonnance oftheir functions, duties and acts for 

the Bank; 

On March 15, 2013, the FDIC-R filed a complaint for money damages against the 

Settling Defendants, each of whom performed legal services for the Bank. Those claims for 

damages are now pending in the United States District Court for the Middle District ofFlorida in 

FDIC as Receiver for Orion Bank of Naples Florida v. Nason, Yeager, Gerson, White, & Lioce, 
P.A., et al., case number 2:13-cv-00208-CM-SPC ("Lawsuit"). The Settling Defendants have 

denied any liability in the Lawsmt. 

Insurer issued an errors and omissions liability policy nwnbered No. L WB I --lf0r-~ ll } 

the period Aprill2, 2010 through Aprill2, 2011 ( .. Policy''), which insured Settling Defendants 

according to the tenns. provisions, and conditions of the Policy. The Settling Defendants 

asserted claims for coverage Wtder the Policy. The undersigned Parties deem it in their best 

interests to enter into this Agreement to avoid the uncertainty of trial and expense of further 

litigation. 

NOW, TiffiREFORE, 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 foUows: 

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 the FDIC-R executes this Agreement and provides the 

designated account number to the Settling Defendants (as described in the follo"Wing paragraph), 

the Insurer agrees to pay the FDIC-R the sum of $2,495,000 (''the Settlement Payment"). 

B. The Insurer shall deliver the Settlement Payment to the FDIC-R by direct wire 

transfer into an account designated by PDIC-R by notice to the attorneys for the Settling 

Defendants and Insurer. In the event that the Settlement Payment is not delivered to the FDIC·R 

by required date, interest shall accrue on all unpaid amounts at the rate of S% por annum from 

the due 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 1hc FDIC-R, in its sole discretion, shall have the 

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right at any time prior to receipt of the Settlement Payment in full (including 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. § 6621(a)(3); or 

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

to jurisdiction in United States District Court in the Middle District of Florida and to pay all of 

the FDIC-R's reasonable attorney's fees and costs expended in enforcing the terms ofthis 

Agreement; or 

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

Settling Defendants and Insurer agree to consent, and continue the Lawsuit on the FDlC-R's 

claims. The Settling Defendants and Insurer further agree to waive any defense based on any 

statute oflimitations that would bar any of the FDIC-R's claims and waive all objections, 

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

claims or counterclaims that did not exist or were otherwise unavailable as of the date this 

Agreement was fully exe"-u.ted; and/or 

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

Any extension of time under Section I.C.l for delivery of the Settlement Payment or acceptance 

of a portion of the Settlement Payment shall not prejudice the FDIC-R's rights to take any of the 

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

(including all accrued interest) in full. 

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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 the FDIC-R and 

the Settling Defendants, in the form attached hereto as Exhibit A, in the Lawsuit. 

SECTION IH: Releases 

A. The FDIC-R's Releases. 

Upon receipt of the Settlement Payment in full and except as provided in Section IILD., 

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

1. The Settling Defendants and their respective heirs, executors, trustees, 

administrators, representatives, successors, assigns, insurers, agents, incorporators, owners, 

officers, directors, former and current employees, from any and all claims, demands, obligations, 

damages, actions, and causes of action, of whatsoever kind or nature, direct or indirect, in law or 

in equity, belonging to the FDIC-R, whether known or unknown, that arise from or relate to, the 

performance, nonperformance, or manner of performance of the Settling Defendants' respective 

functions, duties and actions as attorneys for the Bank including without limitation to the causes 

of action and facts alleged in the Lawsuit including, but not limited to, legal malpractice, 

professional negligence and breach of fiduciary duty, as well as for any other claims not asserted 

in the Lawsuit relating to legal services rende:red by Settling Defendants to Bank. 

2. Insurer, its parents, subsidiaries, affiliates and reinsurers, and their 

respective employees, officers, directors, agents, representatives, successors and assigns, from 

any and all claims, demands, obligations, damages, actions and causes of action, ofwhatsocver 

kind or nature, direct or indirect, in law or in equity, whether known or unknown, that arise from 

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or relate to the causes of action and facts alleged in the Lawsuit. As part of this release of the 

Insurer, the FDIC-R agrees that any interest it may have under the Policy is extinguished. 

B. The Settling Defendants' Release. 

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

Defendants, on behalf of themselves individually, and their respective heirs, executors, trustees, 

administratOis, 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 aU claims, demands, obligations, damages, actions, and 

causes of action, direct or indirect, in law or in equity, that arise from or relate to, the Bank or 

Orion Bancorp, Inc. or to tbeperformanct; nonperformance, or manner ofperfonnance ofthe 

Settling Defendants' respective fimctions, duties and actions as attorneys for the Bank including 

without limitation the causes of action alleged in the Lawsuit. 

C. The Insurer's Release. 

Effective simultaneously with the releases granted in Section liLA. above, Insurer, for 

itself and its successors and assigns, and on behalf of its parents, subsidiaries, affiliates and 

reinsurers, and their successors and assigns, hereby releases and discharges the FDIC-R, and its 

employees, officers, directors, agents, 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 re]ate to the Lawsuit. 

D. Exceptions from Releases by FDIC-R. 

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

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: 

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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 FD IC-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 interest 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 shaH 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 

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 FDIC-R specifically reserves the right to seek court-ordered restitution 

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

and 3663 et. ~ if appropriate. 

SECTION IV: Waiver of Dividends aad Proceeds from Litigation 

To the extent, if any, that 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 

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distribution upon resolution of the 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 distn"butions, or proceeds. 

SECTION V: Representations and Acknowledgements 

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 aclmowledges 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. 

SECfiON VI: Reasonable Cooperation 

A. The 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 Lawsuit and to otherwise perform the 

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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 defensest 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 Countemarts. 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. ChoiceofLaw. This Agreement shall be interpreted, construed and enforced 

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

0. 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: 

Dennis Klein 

Hughes, Hubbard & Reed. LLP 

201 South Biscayne Boulevard 

Miami, Florida 33131 

305.379.5564 

(b )(6) m• - ""000.,.,0 .• o• ••••L-1°00000-

000000000

•-•••••••• ••- •••••••••· ____ ___. 

If to the Settling Defendants or Insurer: 

Jonathan Vine 

Cole, Scott & Kissane. P.A. 

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---- , . ....... ........ 
1645 Palm Beach Lakes Boulevard, 2nd Floor 

West Palm Beach, FL 33401 

305.383.9200 

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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 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 undersjgned 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. 

H. Severability. If any section or part of Agreement is held to be invalid by a court 

oflaw, the remaining portions of the Agreement shall continue to be in full force and effect. 

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. 

---.. ~·-·-· -:--~-

FEDERAl,· EPOSIT lNSURANCE CORPORATION AS 

RECEIVER •OR,ORION BANK 

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TITLE: C.c-, \\ : ... ,{ 

NAME: I.: .A-/ · ~·... r r . . \.: / ' ~ '- f. • . \/.. . ) ~• I. r··· j. \ 

Date: NASON YEAGER GERSON WHITE & LIOCE, P.A 

BY: 

TIT! .I ~: 

NAME: 

Date: ALAN I. ARMOUR II 

Date: RYAN P. A IELLO 

Date: CHICAGO INSURANCE COMPANY 

BY: 

TITLE: 

PRINT NAME: 

10 
TITLE: 

NAME: 

Date: ~,-l.f NASO~ YEAGER GERSON WHITE & LIOCE, P.A. 

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BY:_ 

TITLEL:---=P~~~~--------' 

NAME: ~1..1.1 ~ ~ 

ALAN I. ARMOUR ll 

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Date: RYAN P. AIELLO 

Date: __ CHICAGO INSURANCE COMPANY 

BY: 

TITLE: 

PRINT NAME: 

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........ -·············---- ··•······· 
TITLE: 

NAME: 

Date: NASON YEAGER GERSON WHITE & LIOCE, P.A. 

BY: 

TITLE: 

NAME: 

Date: ALAN I. ARMOUR II 

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Date: J/!df Z,OfL{ RYAN P.AIELLO 

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Date: __ CHICAGO INSURANCE COMPANY 

BY: 

TITLE: 

PRINT NAME; 

10 [])(~) 
TITLE: 

NAME: 

Date:_ NASON YEAGER GERSON WIDTE & LIOCE, P.A. 

BY: 

TITLE: 

NAME: 

Date:_ ALAN I. ARMOUR II 

Date:_ RYAN P. AIELLO 

CHICAGO INSURANCE COMPANY 

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