SETTLEMENT AGREEMENT AND RELEASE

This Settlement Agreement and Release (hereinafter "Settlement Agreement") is entered

by; (1) the Federal Deposit Insurance Corporation as Receiver for Integrity Bank of Alpharetta,

Georgia ("FDIC-R"), (2) Andersen, Tate &Carr, P.C., ("ATC"), and (3) Chicago Title Insurance

Company ("Chicago Title") (collectively, "Parties"), all of whom agree as follows:

RECITALS

WHEREAS ATC closed a loan from Integrity Bank to Southern Lumber II, LLC on

November 19, 2Q07 ("the Closing"), the proceeds of which were to be used for (i) partial

satisfaction of a previous loan from Colonial Bank to Southern Lumber II, LLC, and (ii)

development of a residential subdivision known as Bellah Landing in Henry, County, Georgia;

and

WHEREAS Chicago Title issued a Lender's title insurance policy to Integrity Bank

("Title Policy") in connection with the Closing; and

WHEREAS the FDIC-R was appointed as Receiver of Integrity Bank following the

bank's failure in August 200$; and

WHEREAS the FDIC-R filed a lawsuit against ATC and Chicago Title arising from the

Closing and Title Policy, styled Federal Deposit Insurance Corporation, in its Capacity as

Receiver for Integrity Bank of Alpharetta. Georgia v. Andersen, Tate &Carr. P.C., and Chicago

Title Insurance CompanX, 1:10-CV-3383, N.D.Ga ("Lawsuit"); and

WHEREAS the FDIC-R alleges in the Lawsuit that in connection with the Closing, ATC

negligently failed to ensure Integrity $ank received a first priority security interest in

approximately 57 acres of green space ("Green Space") within Bellah Landing; and
WHEREAS the FDIC-R also alleges in the Lawsuit that Chicago Title is liable under the

Title Policy for losses sustained by Integrity Bank as a result of its failure to rcceive a first

priority security interest in the Green Space; and

WHEREAS the Parties deny any liability towards one another and deny any negligence,

bzeach, or wrongdoing; and

WHEREAS the Parties wish to settle the claims in the Lawsuit without the expense and

inconvenience of further litigation;

NOW THEREFORE, for and in consideration of the mutual covenants contained in this

Settlement Agreement and other good and valuable consideration, the Parties, intend'+ng to be

tegalEy bound, hereby agree as follows:

AGREEMENT

1. Payment by ATC. On behalf of ATC and Chicago Title jointly, ATC shall pay or

cause to be paid, on or before April 30, 2012, the sum of Two Hundred and Forty Thousand

Dollars ($240,000.00) to the FDIC-R, by way of check made payable to "FDIC, as Receiver of

Integrity Bank" with the following information printed clearly on the face of the check or on the attached

(b)~2) ---__... --- --check stub--"~ntegrityButlrF - f -___ _ LbIS--= — ,said check to be delivered to Steven C.

(b)(2) __.Morrison►, Counsel, 7777 Baymeadows VJay West, Ste. SS1L, Jacksonville, FL 32256. Within 14 days

after the FDIC-R receives the settlement payment, the FDIC-R shall file a notice dismissing the

Lawsuit against ATC and Chicago Title with prejudice.

2. Warranties by FDIC-R; Condition of Settlement As a material inducement for

ATC and Chicago Title to enter this Settlement Agreement, the FDIC-R represents, warrants,

and avers that (i) the FDIC-R has not transferred or assigned to any person or entity any claim

-2-
that has been or could have been asserted by FDIC-R in this Lawsuit and (ii) the FDIC-R is the

owner of the claims released in this Settlement Agreement.

The Parties agree that this Agreement is conditioned upon RES-GA, LLC (current owner

of the Security Deed securing Integrity Bank's loan to Southern Lumber II, LLC) granting a full

release of any past, present, or future claims pertaining to the Green Space.

3. Releases. In consideration of the above-referenced payment to the FDIC-R, by or on

behalf of ATC and Chicago Title jointly, the FDIC-R (on behalf of itself and Integrity Bank, and

any of their successors, assigns, or anyone acting by or through them) hereby forever fully and

finally releases, acquits and discharges: ATC and Chicago Title, along with ATC's and Chicago

Title's partners, shareholders, directors, officers, predecessors, successors, parents, subsidiaries,

affiliates, agents, attorneys, employees, and insurers (including Travelers Insurance and any of

its affiliates) from any and all claims, liabilities, demands, actions, causes of action or any other

rights or asserted rights to the payment of money or the performance of any obligation (whether

absolute or contingent, due or to become due, disputed or undisputed, liquidated or unliquidated,

known or un[cnown, express or implied, legal or equitable) that arise from or relate to any claim

asserted, or that could have been asserted, in the Lawsuit.

In consideration of the releases granted by FDIC-R herein, ATC, for itself and its

successors and assigns, and on behalf of its parents, subsidiaries, affiliates and insurers, and their

successors and assigns, hereby releases and discharges FDIC-R, and its employees, officers,

directors, agents, attorneys, 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 any claim asserted in the Lawsuit.

In consideration of the releases granted by FDIC-R herein, Chicago Title; for itself and

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

~~
their successors and assigns, hereby releases and discharges FDIC-R, and its employees, officers,

directors, agents, attorneys, 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 any claim asserted in the Lawsuit,

4.. Cost of Litieation. The Parties agree to bear their own respective costs and attorneys'

fees and agree not to make a claim against any of the other Parties relating in any way to the

Lawsuit or the negotiation of this Settlement Agreement.

5. Liability Denied 6v All Parties. The Parties expressly deny any negligence, errors,

omissions, or other wrongdoing and further deny Liability to all other undersigned Parties to this

Settlement Agreement, The Parties acknowledge that ATC's payment to the FDIC-R of

$240,000 and the FDIC-R's procurement of a release from RES-GA, LLC are actions taken as a

complete compromise of the released claims, which involve disputed issues of fact and law, and

the Parties assume the risk that the facts or law may be other than they believe. The Parties

mutually acknowledge that no party has made any representations regarding the facts or law. The

Parties further mutually acknowledge that they have read this Settlement Agreement and

understand the terms thereof.

6. Severability. The Parties agree that in the event any portion or part of this Settlement

Agreement shall be found to be invalid or unenforceable, such portions) will be stricken,

however, the remaining parts of this Settlement Agreement shall remain binding and effective.

7. Express Reservations From Releases By FDIC-R. Notwithstanding any other

provision contained in 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:

-4-
a. under the Title Po]icy which were not released in that certain RES-GA

Landing, LLC Release Agreement attached hereto as Exhibit "A"; or

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

Notwithstanding any other provision contained in this Agreement, nothing in this

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

jurisdiction and authority of the FD[C in its Corporate Capacity 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 of law, rule or regulation. FDIC-R is aware of no such claims or potential

claims against parties released herein.

Notwithstanding any other provision contained in this Agreement, this Agreement does

not purport to waive, or intend to waive, any claims which have been or could be brought by the

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

the Northern District of Georgia or any other federal judicial district. FDIC-R is aware of no

such claims or potential claims against parties released herein.

Notwithstanding any other pivvision contained in tfiis Agreement, Chicago Title does not purport to

waive or intend to waive, any claims, objections, or argumetrts that Chicago Title may have regaRling the

right, ability or standing of FDIC-R, its successors or assigns, on any future claims that may be brought under

the Title Policy,

8. Entire Aereement, Governing Law, Etc. This Settlement Agreement is an

integrated document that constitutes the entire agreement of the Parties on this subject matter,

and it supersedes any and all prior agreements, oral and written. The Parties acknowledge that

they have executed this Settlement Agreement voluntarily, knowingly, and with the benefit of

advice from legal counsel of thair own choosing. Each undersigned party further acknowledges

that he, she, or it has lawful authority to enter into this Settlement Agreement. The Parties agree

-5-
that, in the event of a dispute about the meaning, construction or interpretation of this Settlement

Agreement, no presumption shall apply regarding the construction or language of this Settlement

Agreement, either for or against any party hereto. This Settlement Agreement shall be construed

under and governed under the ]aws of the State of Georgia and is the entire agreement of the

Parties, superseding any prior, oral or written understanding and agreement. T'he terms of this

Agreement cannot be revoked, amended or altered, except in writing, signed by all Parties_

9. Execution of Orisinals, The Parties agree this Settlement Agreement may

be executed in counterpart originals and each fully executed counterpart shall be deemed an

original.

-6-

FEDERAL DEPOSIT INSURANCE

CORPORATION, AS RECEIVER FOR

INTEGRITY BANK OF

A App?CL~SR.M GMwrinn

gtmd~n'm C.Mwrliano=F➢K ~b~~s~

e~.0~~feJenilll~bYiry ~giunebl

Glmneml4uemamwnlra N~. __—__.—.___.__._-- _ —_

c~lR

$y; Steven C. Morrison

Title: Counsel

ANDERSEN, TATS & CARR, P.C.

Title:

CHICAGO TITLE INSURANCE CO.

By:

Title:
that, in the event of a dispute about the meaning, construction or interpretation of this Settlement

Agreement, rio presumption shall appl}~ regarding the construction or language of this Settlement

Agreement, either for or against any party hereto. This Settlement Agreement shall be construed

under and governed under the laws of the State of Georgia and is the entire agreement of the

Parties, superseding any prior, oral or written understanding and agreement. The terms of this

Agreement cannot be revoked, amended or altered, except in writing, signed by all Parties.

9. Execution of Ori~inais. The Parties agree this Settlement Agreement ma~~

be executed in counterpart originals and each fully executed counterpart shall be deemed an

original.

FEDERAL DEPOSIT INSURANCE

CORPORATION, AS RECEIVER FOR

INTEGRITY BANK OF

ALPHARETTA, GEORGIA

Title:

ANDERSEN, TATE & CARR, P,C.

Title ;

CHICAGO TI E INSURANCE CO.

(b)(6)

By: ~~ {~ a

Title. ~-~Larrwt l,o~w-~-e~ ~~V~
that, in the event of a dispute about the meaning, construction or interpretation of this Settlement

Agreement, no presumption shall apply regarding the construction or language of this Settlement

Agreement, either for or against any panty hereto. This Settlement Agreement shall be construed

under and governed under the laws of the- State of Georgia and is the entire agreement of the

Parties, superseding any prior, oral or written understanding and agreement. The teams of this

Agreement cannot be revoked, amended oz altered, except in writing, signed by all Patties.

9. Execution of Originals. The Parties agree this Settlement Agreement may

be executed in counterpart originals and each fully executed counterpart shall be deemed an

original.

FEDERAL DEPOSIT INSURANCE

CORPORATION, AS RECEIVER FOR

INTEGRITY BANK OF

ALPHARETTA, GEORGIA

Title:

P.C.

(b)(6)

By; 1 k ~ ~~1L ~T. T~

Title; ~ r~ S +' cj c'.i,~~

CHICAGO TITLE INSURANCE CO.

I:

Title:

-6-

3782420v.1