SETTLEMENT AND RELRASE AGREEMENT 

~.p--­

This Settlement and Release Agreement ("Agreement") is made as of this~ day of n~t-4...__~-

~r, 2013, by, between, and among the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation ("FDIC"), as receiver of Florida 

Community Bank ("FDIC-R"), and Beauford DavidsonJ Patrick Langford, Jon R. Olliff: James 

O'Quinn, Hcmard Rasmussen, and Daniel Rosbough (collectively the "Settling DeJendants"). 

(Individually, the FDIC-R and the Settling Defendants may be referred to herein as "Party'' and 

collectively as the ".Parties"). 

RECITALS 

WHEREAS: 

Prior to January 29, 2010, Florida Community Bank ("Bank") was a depository 

institution organized and existing under the laws of Florida; 

On January 29, 2010, the Bank was dosed by the Florida Office ofFinancial Regulation 

and pursuant to 12 U.S.C. § 1821(c), the Fl)lC-R was appointed. In accordance with 12 U.S.C. 

§ 1 821(d), the FDIC-R succeeded to all rights, tit]es, powers and privileges of the Bank, 

including those with respect to its assets. 

Among the assets to which the FDIC-R succeeded were any and all of the Bank's claims, 

demands, and causes of actions against its former directors, officers and employees arising from 

the pcrfonnance, nonperformance and mrumer of performance of their respective functions, 

duties and acts as directors and/or officers of the Bank; 

On March 12, 2012, the FDIC-R ii1ed a complaint for money damages against the 

Settling Defendants, who had each served as directors of the Bank. Those claim f(Jr damages are 

now pending in the United States District Court for the Middle ofFiorida jn FDIC as Receiver 

for Florida Community Bank v. Price, No. 2:12-cv-148-FTM-99DNF ("D&O Action'} The 

I ,E(;J\1 ,Q2/34382907vl 
Settling Defendants have denied any and all allegations of negligence, gross negligence) breach 

of .fiduciary duty or \\o'fongdoing and/or any liability for the FDIC-Rs claims in the D&O Action. 

The Wldersigned 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, Wldertakings. payments, and 

releases stated herein, the sufficiency of which consideration is hereby acknowledged, the 

undersigned Parties agree, each with the other, as follows: 

SECTION I: l,ayment 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 $3 million ("Settlement Funds"), on or before 

February 23) 2014 ("Payment Due Date"). 

B. The Settlement Funds shall be delivered to FDIC-R by direct wire transfer into an 

account designated by FDIC-R or by certified or cashier's check drawn upon a depository 

institution acceptable to FDIC-R. 

C. Without waiving any other rights that the FDIC-R may have, in the event that the 

Settlement Funds are not received by the FDIC-R on or before the Payment Due Date (February 

23, 2014), then, the FDJC-R, in its sole discretion, shall have the right at any time after the 

Payment Due Date but prior to receipt of the Settlement Funds to declare this Agreement null 

and void and proceed with the D&O Action. The FDIC further shall have the right to extend this 

Agreement for any period of time until it receives all Settlement Funds with interest at 6 percent 

per annwn from August 23, 2013 and such date shall become the Payment Due Date. Any 

decision by the FDfC-R to extend the terms of this Agreement shall not prejudice its rights to 

declare this Agreement null and void at any time after the Payment Due Date but prior to receipt 

of all Settlement funds (including all accrued interest). 

2 

J.EGAI .02/34382907vl 
SECTION II: Stipulation and Dismissal 

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

Settlement Funds, plus any accrued interest that may be owed, the FDIC-R shall dismiss the 

D&O Action, in its entirety and against all named Settling Defendants and Defendant Stephen 

Price, with prejudice in accordance with Rule 41 of the Federal Rules of Civil Procedure, with 

each party to bear their own costs, 

Slt:CTION Ill: Releases 

A. Release of Individual Settling Defendants by FDIC-R. 

Effective upon receipt in full of the Settlement Funds plus any accrued interest and 

dismissal costs (including attorneys' fees) described in SECTION(S) I and II above, and except 

as provided in PARAGRAPH(S) III.C., the FDIC-R, for itself and its successors and assigns, 

hereby releases and discharges each of the Settling Defendants, and their respective heirs, 

executors, administrators, 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, belonging to the FDIC-R, that arise from or relate to, the Bank or to the performance, 

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

duties and actions as officers and/or directors of the Hank including without limitation the causes 

of action alleged in the D&O Action. 

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

Effective simultaneously with the release granted in PARAGRAPH liLA. above, the 

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

administrators, agents, representatives, successors and assib'lls, hereby release and discharge 

FDJC-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 it·om or relate to, the Bank or to the performance, nonperformance, or 

manner of perfom1ance of the Settling Defendants' respective functions, duties and actions as 

3 

I ,E<i/\1 ,02/34382907v I 
officers and/or directors of the Bank including without limitation the causes of action alleged in 

the D&O Action. 

C. Express Reservations From Releases By FDIC-R. 

1. Notwithstanding any other provision, by this Agreement, the FDIC-R does not 

release, and expressly preserves fully and to the same extent as if the 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 

interest to the Hank or any person or entity other than Bank; 

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

c. which arc not expressly released in Paragraphs III.A above. 

2. Notwithstanding any other provision, nothing in this Agreement shall be 

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

authority ofthc 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. 

3. Nonvithstanding 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 FDI.C-R specifically reserves the right to 

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

Protection Act, lS U.S.C. § 3663, ct. seq., if appropriate. 

4 

LEGAL02/343X2907v I 
SECTION IV: Waiver of Dividends 

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

by virtue thereof are or may have heen entitled to a dividend, payment, or other prorata 

distribution upon resolution of the receivership ofthe Hank, they 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 pro rata distributions. 

SECTION V: Representations and Acknowledgements 

A. No Admission of Liabi]ity. The undersigned Parties each acknowledge 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. 

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. 

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

they arc a party 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, administrators, representatives, 

successors and assigns. 

D. Choice of Law. 'Ibis Agreement shall be interpreted, construed and enforced 

according to applicable federal Jaw, or in its absence, the laws ofthe State ofl<'lorida. 

5 

LEGAIJl2/34382907vl 
E. Entire Agreement and Amendments. This Agreement constitutes the entire 

agreement and tmdcrstanding between and among the undersigned parties concerning the matters 

set forth herein. This Agreement may not be amended or modified except by another VvTitten 

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

attomey(s) or other representative(s). 

F. Specific Representations Warranties and Disclaimer. The Settling Defendants 

expressly acknowledge that in determining to settle the claims released here, the FDIC-R has 

reasonably and justifiably relied upon the accuracy of the financial information they previously 

submitted to the FDIC-R. If, a Settling Defendant failed to disclose any material interest, legal, 

equitable, or beneilcial, in any asset, the FDIC-R in its sole discretion, may exercise the 

following remedies: (a) the FDJC-R may declare the releases granted to the individual Settling 

Defendant as null and void; (b) the FDIC-R may retain the Settlement Funds; (c) the FDIC-R 

may sue the Settling Defendant for damages, an injunction, and specific performance for the 

breach of this Agreement; and/or (d) the FDIC-R may seek to vacate any dismissal order and 

reinstate the D&O Action against the Settling Defendant. Each Settling Deftmdant agrees that if 

he has failed to disclose any material interest, legal, equitable, or beneficial, in any asset, the he 

consents to the reinstatement of the D&O Action and waives any statute of limitations that would 

otherwise bar the D&O Action. 

G. Reasonable Cooperation. 

1. The Settling Defendants 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 etTectuate the signing, delivery, execution, filing, 

recording, and entry, of any. documents necessary to conclude the D&O Action, and to otherwise 

perform the terms of this Agreement. 

2. Further, the Settling Defendants agree to cooperate fully 'With the FDIC-R in 

connection with any action required under this Agreement. Any such cooperation that involves 

6 

LEGAL02/34382907v I 
any out of pocket costs is subject to reasonable reimbursement by the FDlC-R pursuant to its 

internal guidelines and policy for such reimhurscr:ncnt. Such cooperation shall consist of: 

a. producing all documents requested by the FDIC-R, without the 

necessity of subpoena, as determined by the FDIC-R, in its sole disc.retion, to be relevant to the 

Bank; 

b. making themselves available upon request by the FDIC-R at reasonable 

times and places for interviews regarding facts, as determined by the FDIC-R in its sole 

discretion, to be relevant to the Bank; 

c. appearing to testify, upon request by the FDIC-R, in any matter 

detetmined by the FDIC-R in its sole discretion, to be related to the Bank, without the necessity 

of subpoena; 

d. signing truthful affidavits upon request by the FDIC-R, regarding any 

matter, as determined by the FDIC-R in its sole discretion, to be relevant to the Bank. 

H. Advice of Counsel. Each part)• 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. 

7 

LEGAI-02/34382907v I 
L---··········-···········-··········-···········_,~········1········································· ············· p •... a(Pl(9.) 

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 DEP¢SIT INSURANCE CORPOR.\TION 

PRINT NAME: Steven E. Smith 

BEAUFORD DAVIDSON. as an Individual 

(b)~)-------------E~---~p---------~-

Date: __ _ PATRICK LANGFORD, as an Individual 

Date:_~- JON R OLLIFF, as an Individual 

Date: __ _ JAlvfES O'QUJNN, as an Individual 

8 
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 DEPOSIT INSURANCE CORPORATION 

Date: --- BY: 

TITLE: Counsel 

PRINT NAME: Steven E. Smith 

Date: ---- BEAUFORD DA VlDSON, as an Individual 

Date: /p1~ PATRICK LANGFORD, as an Individual 

" (b)(6) ···························-······· 

Date: ___ _ JON R. OLLIFF, as an Individual 

Date: ___ _ JAMES O'QUil\TN, as an Individual 

8 

LEG/\L02/343S2907vl 
(b)(6) 

fN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed 

by t!ach of them or their duly authorized representatives on the dates hereinafter subscribed. 

FEDERAL DEPOSIT INSURANCE CORPORATION 

Date: __ _ BY: 

TITLE: Counsel 

PRINT NAME: Steven E. Smith 

Date: BEAUFORD DA VlDSON, as an Individual 

Date: __ _ PATRICK LANGFORD, as an Individual 

--· ----··· ----

Date: ~~c7)~ JON R. OLLIFF, as an Individual 

Date: __ _ JAMES O'QUINN, as an Individual 

l.EGAI.02/34382907vl 
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. 

FEDERAL DEPOSIT INSURANCE CORPORATION 

Date: __ _ BY: 

TITLE: Counsel 

PRINT NAME: Steven E. Smith 

Date: ___ _ BEAUFORD DAVIDSON, as an Individual 

Date: __ _ PATRICK LANGFORD, as an Individual 

--·-····· ...... ··- .. ···-· ·-···--·--·--·---

Date: __ _ JON R. OLLIFF, as an Individual 

---····-········ . -·· ......... ···-··--------

Date: /~?/ex 0 13 

(b)(6) ························································································································································································································! l ~·· 0 H 000 • 

~v~------~J~-----

JAMES O'QOIN;..J, as an Individual 

8 

LEGAL02!34382907v I 
Date: lo/Jf/;J ' 

BERNARD RASMUSSEN, as an Individual 

(b)(6)_ 

v( 

Date: __ _ pANIEL ROSBOUGH, as an Individual 

9 
Date: BEJ{t\;ARD RASMUSSEN, as an Individual 

Date: J1P-g/p DANIEL ROSBOUGH, as an Individual 

(b )(6) .................................... .................................. ..... .. .._ ................ J _ .......... _ .......... _ .......... _ .......... _ .......... ""~:"' .......... ~ .... .....----""':'J""'""--....L.. 

< 7 

9 

LEGAL02/34382907vl