OBA 2GLL LLG2 PAX Page 5

been executed, any claims or cmuses of action:

3, for directors and officers lisbility oz other coverages under Financial

Institutions Blue Chip. Policy.N issued by CIC on February 5, 2007, with an
effective date of August 28, 2006.

b.against the former officers, directors and employees of Integrity or any
other person or entity for liability, if any, incurred as the maker, endorser or guarantor of any
promissory note or other evidence of indebtedness payable or owed by them or any of them to
FDIC-R, other financial institutions, or any other person or entity, including without limitation
any claims acquired by Federal Deposit Insurance Corporation in its corporate capacity (CPDIC.
C*) ox as successor in interest to the Bank or any person or entity other than the Bank: and

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

2 Notwithstanding sny other provision, nothing in this Agreement shall be
construed or interpreted as limiting, waiving, releasing or compromising the jurisdiction and
authority of the FDIC-C in the exercise of its supervisory or regulatory authority or to diminish
its ability to instkute administrative enforcement proceedings seeking removal, prohibition or
any other adminiswative enforcement action which may arise by operation of law, rule or
regulation.

3. ‘Notwithstandiug any other provision hereof, 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. In addition, the right of the
FDIC-R to seek court ordered restitution pursuant to the relevant provisions of the Victim and
Witness Protection Act, 18 U.S.C. § 3663, er seq., if appropriate, also is not waived or released,

4 The FDIC-R represents and warrants that, as of the date of this Agreement, it
has not transferred any claim, cause of action or other right that would be released hereunder if
such claim, cause or action or right had not been previeusly transferred by the FDIC-R prior to

the date of this Agreement, and to that ond the Parties agree that the release by the FDIC-R set

Boos


Case 1:10-cv-04022-CAP Dogarget 20 Filed 06/20/11 Page 1 of 1

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION

FEDERAL DEPOSIT INSURANCE
CORPORATION, as receiver for
Integrity Bank of Alpharetta,
Georgia,

Plaintiff, CIVIL ACTION
ve NO. 1:19-Cv-4022-CAP

CINCINNATI INSURANCE COMPANY,

Defendant.

ORDER ADMINISTRATIVELY CLOSIN ASE

The court having been advised by the parties that the ahove
styled action has been settled, but the formal documentation of
settlement has not been concluded. Therefore, it is not necessary
that the action remain on the court's calendar.

If IS HEREBY ORDERED that this action is DISMISSED WITHOUT
PREJUDICE to the right of any party, within the next ninety (90)
days, te reopen this action or vacate this order of dismissal.

Tf the action has not been reopened or the court has net
received a motion to vacate on or before the time permitted by this

Order, the action will be dismissed with prejudice.

SO ORDERED, this _29 day of dune, 2011.
{e/Charles A, Pannell. gr
CHARLES A, PANNELL, JR.
United States District Judge



O8/ 29/2011 11702 FAX Page 7 Boar

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

according to applicable federal law, or in ita absence, the laws of the State of Georgia.

G. Entire Agreement and Amendments, This Agreement constitutes the entire
agecement and understanding between and amang the undersigned Parties conceniing the matters
set forth herein, This Agreement may not be amended or modified except by another written
instrument signed by the Party or Parties to be bound thereby, or by their respective authorized

attorney{s) or other representative(s).

HL Advice of Counsel, Each party 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.

L Enforcement of Agreement, In the event that any Party brings suit to enforce
the terms of this Agreement, or based on the alleged breach of the terms hereof. the Parties
agree to exclusive venue in the United States District Court for the Northem District of Georgia,
Atlanta Division. In such event, the prevailing Party or Parties shall be entitled (c recover al}
costs incurred from the uon-prevailing party or parties, including reasonable attorneys’ fees.

de Lime is of the Essence. Time is of the essence in this Agreement, including

specifically, payment of the Settlement Funds on or before the due date.

SIGNATURE PAGES TO FOLLOW


06/29/2011 14:02 FAX Page 6 Hoos

forth in Paragraph A of Section Il is a full and complete release of all such claims, causes of
action and sights.
Section Hs Waiver of Subrogation/Assignment

IC hereby waives all rights of assignment and subrogation provided for in
Conditions, Section E of the Bond or otharwise.

Section 1V; Representations and Acknowledgements

A No Admission of Liability. Each of the Parties 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 of liability or of coverage by any of
them regarding any claim.

B Execution in Cowaterparts. This Agreement may be executed in counterparts
by one or more of the Parties named herein ard all such counterparts when so executed shall
together constitute the final Agreement, as if ane document had been signed by all Parties hereto;
and cach 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
Agresment,

a Binding Effect, Each of the undersigned persons represents and warrants that
they are a Party hereto or are authorized to sign this Agreement on behalf of the respective Party
for witich they are signing, and that they have the full power and authority to bind such Party to
each and every provision of this Agrecment. This Agrcement shall be binding upon and inure to
the benefit of the undersigned Parties and their respective heirs, executors, administrators,

representatives, successors and assigns.

E. Reasonable Cooperation. The undersigned parties agree to cooperate in good

faith to effectuate all the terms and conditions of this Agreement.


Page 9

Pe
| 796104172 CINTI. INSURANCE CO. ATTN: ACCT. DE 06-29 8999975.00 RECVYR 10012 as
REMARKS; PROF LIABILITY LAWSUIT 37100 DIF FUND FIDELITY BOND SET! BME Dihege sty Bas! fipee

NEF LIMS 100017297 RECVR 10012 BNY CUST RRN, ASGN 3 iH
dae tn to, 100° CORO)

ay
7

This notice was sent to:

(b)(6)



96/29/2014 11:01 FAX Page 1

SETTLEMENT AND RELEASE AGREEMENT

‘This Settlement and Release Agreeraent ("Agreement") is made as of this 2 ey of
June, 2011, by and between the following undersigned parties: The Federal Deposit Insarance
Corporation as Receiver of Integrity Bank, Alpharetta, Georgia ("FDIC-R") and Cincinnati
insurance Company (“CIC”), The FDIC-K and CIC may be referred to Rerein individually as a
“Party” and collectively ag the "Parties".

RECITALS

This Agreement is entered into in reference to the following:

] Prior to August 29, 2008, Integrity Bank ("Integricy” or the “Bank”) was a state
chartered bank operating in the State of Georgia.

2 Integrity was closed on August 29, 2008 dy the Georgia Department of Banking
aud Finance, which appointed the Federal Depoait Insurance Corporation as receiver pursuant to
V2 USC. § 1821(6), In accordance with 12 U.S.C. § 1821(d), the PDIC-R, as receiver,
succeeded to all rights, titles, powers and privileges of the Rank, including those with respect to
its assets. Among the assets to which the FDIC-R succeeded were any and all of Integrity's
Fights and/or claims under any insurance policies or bonds issued to Integrity and anv claims,
demands, and canwes of actions against CIC.

2 On February 5, 2007, CIC issued a Depository Institutions Blanket Bond bearing

Bond Numbeq the “Boud”), with an effective date of August 28, 2006. The Bond

was issued with Integrity Bancshares, Inc. as the first naraed insured.,
4, In an Order dated December 17, 2016, the United States District Court fer the

Northem District of Georgia (No. 1:09-CV-2985-R WS) ordered that the Bond be reformed to

Boor


&
OG/29/2014 14:02 FAX Page 8 lane

IN WITNESS WHEREOE, the Parties hereto have caused thig Agreement to be executed
by each of them or their duly authorized representatives on the dates hereinafter subseribed.

FEDERAL DEPOSIT INSURANCE CORPORATION

(b)(6) ib
Date 7 2B TC BY
° THLE: Tonettale, COE RC

CINCINNATI INSURANCE COMPANY

Date (2 “an 9 é/ BY: ,
TITLE: 7%
PRINT NAME: 273



08/20/2011 11:61 FAL

Page 4

unappealable judgment-that EF Jehapter 7 Trustee for Integrity Bancshures, Inc.,
not the FDIC-R, is the owner of the claims under the Bond asserted in the Lawsuit. The FDIC-

R represents that it has the sole and absolute authority to exhaust the Bond's limit of lability
with regard to the Proof of Loss and any loans issued by Integrity to ee {0.any.

entities owned or otherwise-affiliated with}

CIC’s payment of the Settlement

Funds fally discharges and exhausts the Bond’s limut of liability with regard to the Proof of Loss

and any loans.issued.by Intearity-to-
atiiated with
Section TI: Releases

A Release of CIC by FRIC-R
Effective simultaneously with the releases granted in Paragraph B of this Section Il, the

jor to any entities owned or otherwise

FDIC-R, for itself and its successors and assigns, hereby releases and discharges CIC, its
parents, subsidiaries, affiliates and reinsurers, and their respective employees, officers, directors,
agents, representatives, guccessors 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 under the Bond asserted in or which could have been asserted in the Lawsuit.
The FDIC-R agrees that any interest it may have under the Bond is extinguished.

BL Release of FDIC-2 by ©

Effective simultaneously with the release granted in Paragraph A of this Section I, CIC,
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 FDIC-R, and its
employees, officers, directors, agents, attomeys, representatives, successors and assigns, from
apy and all claims, demands, obligations, damages, actions, and causes of aotion, direct or
indirect, in law or in equity, that arise from or relate to the Bond,

c Express Reservations From Releases By FDIC-R

L 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

Boos


O8/29/2011 14:01 PAX

Page 3

sum of NINE MILLION DOLLARS ($9,000,000.00), by way ef wire wansfer to: “Federal Home Loan

Bank of New York, RoutingNo[-——— J for credit io FDIC National Receivership Account,

Account No, FOBT” Line: Keoeiver No. 10012; LIMS 100017297, Atm:

Professional Liability lawsuit (37100); DIF Fund; fidelity bond setlement” The

settlement payment by CIC is referred to herein as the “Settlement Funds.”

B The Settlement Funds shal] be delivered by direct wire transfer as described in.
Paragraph A within five (5) business days of CIC's receipt of this Agreement executed by the
EDIC-R, (the due date”). in the event that the Settement Funds are not delivered by the duc
date, interest shall accrue on all unpaid amounts at the rate of 7% per annum from: the due date
until the date of payment, said date of payment shall in no event be later than July 31, 2011, as
described more fully in paragraph J.C. below.

C. If all Settlement Funds and accrued interest are not received by July 31,2011,
this Agreement shall be deemed null and void, having no legal validity or binding affect
whatsoever upon the Parties,

Dd. The Settlement Funds shall be repaid to CIC by FDIC-R if and only if Plaintiff.
Appellant, Jordan E, Lubin, Chapter 7 Trustee for Integrity Bancshares, Inc., shall prevail in the
matter of Jordan & Lubin v, Cincinnati insurance Company, Case No. 1-09-cve2985.R WS,
U.S. District Court for the Northem District of Georgia, curently pending before the United
States Court of Appeals for the fleventh Ciecuit, and it shal! be determined in a final,
unappealable judgment that Jordan &. Lubin, Chapter ? Trustee for Integrity Bancshares, Inc.,
not the FDIC-R, is the owner of the claims under the Bond asserted in the Lawsuit. In the event
that repayment of the Semlement Funds is required under this Agreement, the FDIC-R shall not
owe any interest or other additional amounts in connection therewith, and this Agreement shall
be null and void once the Settlement Funds are repaid to CIC. In the event that repayment of
the Seitiement Funds is requited under this Agreement, the FDIC-R’s repayment of the
Settlement Funds shal! occur within thisty (30) days of it being deterrnined in a final,

Bao3

(b)(6)


88/29/2011 1i:01 FAX Page 2 @ovz

include the Bank as an additional named insured, The December 17, 2010 Order is currently on
appeal before the Eleventh Circuit Court of Appeals.
3. On November 30, 2007, the Bank submitted sworn Proof of Losa seeking

coverage under the Bond.

6. On December 10, 2010, the FOHC-R filed a complaint against CIC in the United
States District Court for the Northem District of Georgia, Case No, 10-ov-4022 (the * Lawsuit"),

7. The Parties deem it in their best interests te enter into this Agreement ( avoid the
uncertainty, trouble, and expense of further litigation. Among other things, the Parties have
agreed that the Agreement shall be a settlement and release of all claims under the Bond now or
hereafter held by the FDIC-R, including its agents, successors and agsigns against ciel,
including any claims asserted In the Lawsuit. The Parties further agree that this Agreement

shall not release or otherwise affect any claims for directors and officers’ liability or other

coverages under Financial Institutions Blue Chip Policy No, issued by CIC on

February 5, 2007, with an effective date of August 28, 2008. Nothing herein expands the FDIC.

R's rights under Financial Institutions Blue Chip Policy No. and-CiG-expressly.

reserves all rights and defenses with regard to Financial Institutions Blue Chip Policy No. L-} oe
(BA) fT
NOW, THEREFORE, in consideration of the promises, undertakings, payments, and
releases stated herein, the sufficiency and receipt of which consideration is hereby

acknowledged, the Parties agree as follows:

Section 1: Payment by CIC to FDIC-R

A A$ an essential covenant and condition io this Agreement, CIC stud! pay to FDIC-R the

w

(b)(4)

(b)(4)
(b)(4)