SETTLEMENT AND RELEASE AGREEMENT 

This Settlement and Release Agreement ("Agreement") is made July ~ 2015 by, 

between, and among the following undersigned parties: 

The Plaintiff Federal Deposit Insurance Corporation as Receiver for Orion Bank ("FDIC- · 

R"), and Crowe Horwath LLP ("Crowe") (individually, the FDIC-R and Crowe may be referred 

to herein as "Party" and collectively as the "Parties"). 

RECITALS 

WHEREAS: 

Prior to November 13, ·2009, Orion Bank ("Bank") was a depository institution organized 

and existing under the laws of Florida; 

On November 13, 2009, the Florida Office of Financial Regula6on 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. § 182l(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 were all of the Bank's claims, 

demands, and causes of action against professionals retained by the Bank: arising from the 

alleged performance, nonperformance, and manner of performance of their respective functions, 

duties and acts as professionals related to the Bank; 

On October 15,2012, the FDIC-R entered into a tolling agreement with Crowe to extend 

the time to file litigation to assert claims against Crowe. Crowe denies any liability to the FDICR· , 

The Parties engaged in a settlement discussion and mediation process and agreed to a 

resolution of the disputed claims; and 

The undersigned Parties deem it in their best interests to enter into this Agreement to 

avoid the uncertainty and expense of fiuther litigation. 
NOW, TIIEREFORE, 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 follows: 

SECTION 1: Payment to :FDIC-R 

A. As an essential covenant and condition to this Agreement, on or before ten (tO) 

business days following the date the Agreement is executed by all Parties, Crowe shall pay the 

FDIC-R the sum of $2 milJion ("the Settlement Payment"). 

B. Crowe shall deliver the Settlement Payment to the FDIC-R by direct wire transfer 

into an account designated by FDIC-R by written notice to Crowe. 

C. If the FDIC-R does not receive the Settlement Payment in full on or before the 

date determined by subsection A above, then the FDIC-R, in its sole discretion, shall have the 

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)(2); or 

2. Enforce this Agreement, in which event Crowe agrees to jurisdiction in 

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

FDIC-R's reasonable attorney's fees and costs expended in enforcingthetenns ofthis 

Agreement, or 

3. Tenninate the Agreement, and proceed to prosecute the FDIC-R's claim. 

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

acceptance of a portion of the Sett.Jement Payment shall not prejudice the FDIC-R's rights to take 

any of the actions set forth in Section l.C.2 through I.C.3 at any time prior to receipt of 

Settlement Payment (including all accrued interest) in full. 

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SECTION II: Releases 

A. The FDIC·R's Release. 

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

FDIC-R, for itself and for the Bank, and for its and their successors and assigns, hereby releases 

and discharges Crowe and its respective heirs, parents, subsidiaries, affiliates, partners, 

principals, employees, officers, directors, agents, attorneys, executors, trustees, administrators, 

representatives, insurers, 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 perfonnance, nonperformance, or manner 

ofperfonnance of any and/or all of Crowe's services, functions, duties and actions for the Bank. 

· B. Crowe's Release. 

Effective simultaneously with the release granted in Section II.A. above, Crowe, on 

behalf of itself, and its respective heirs, parents, subsidiaries, affiliates, partners, principals, 

employees, officers, directors, agents, attorneys, executors, trustees, administrators, agents, 

representatives, attorneys, successors, and assigns, hereby releases and discharges the FDIC-R, 

and its employees, officers, directors, 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 relate to, the Bank or to the performance, 

nonperformance, or manner of performance of any and/or all of Crowe's services, functions, 

duties and actions for the Bank. 

C. Exceptions from Release 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: 

a. Against Crowe for liability, if any, for claims asserted by the 

Federal Deposit Insurance Corporation as Receiver for any bank other than the Bank and/or 

incurred as the maker,_ endorser or guarantor of any promissory note or indebtedness payable or 

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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 FDJC-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 shall 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. 

SECTION III: Waiver of Dividends and Proceeds from Litigation 

To the extent, if any, that Crowe may be entitled to a dividend, payment, or other 

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, Crowe hereby knowingly assigns 

to the FDIC~R any and all rights, titles, and interest in and to any and all such dividends, 

payments, or other distributions, or proceeds. 

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SECTION IV: Representations and Acknowledgements 

A. Authorized Signatories. AU 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, parents, subsidiaries, affiliates, partners, 

principals, employees, officers, directors, agents, attorneys, executors, trustees, administrators, 

representatives, successors and assigns. 

B. Advice of CoWlSel. Each Party hereby ackoowledges that it has consulted with 

and obtwned the advice of counsel prior to executing this Agreement, and that this Agreement 

has been explained to that Party by its counsel. 

SECTION V: Reasonable Cooperation 

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, and execution, of any documents 

necessary to perform the terms of this Agreement, including termination of mediation number 

32-20-1300-0244 pending with the American Arbitration Association. 

SECTION VI: Other Matters 

A No Admission of Liability. The Parties each acknowledge and agree that the 

matters set forth in this Agreement constitute the settlement and compromise of disputed claims 

and defenses, 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 Countetparts. 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 docmnent had been signed by all Parties; and each such 

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counterpart, upon execution and delivery, shall be deemed a complete original, binding the 

Parties subscnbed thereto upon the execution by all Parties to this Agreement. 

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

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

D. Notices. Any notices required hereunder shall be sent by registered mail, first 

class, return receipt requested, and also by email, to the following: 

If to the FDIC·R: 

Steven E. Smith 

Federal Deposit Insurance Corporation 

1601 Bryan Street, #35020 

Dallas, TX 75201 

(b )(6)............ ······ ............... . "'t;;;;;;,l ..........._ ........ _ ......... ___ __. 

If to Crowe: 

Attn: Legal Department 

Crowe Horwath LLP 

One Mid America Plaza, Suite 700 

Oak Brook, Illinois 60522-3697 

(630) 574-7878 

(b )(6 ~~--I;;:; J = -:=.;;;;;;;;::::::__--_- _ -_ · ____ __. 

E. Entire Agreement and Amendments. This Agreement constitutes the entire 

agreement and understanding between and among the Parties concerning the matters set forth 

herein and supersedes any prior agreements or understandings. This Agreement may not be 

ainended 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 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. Similarly, Crowe 

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(b)(6) .................................. 

may disclose its investigation and/or this Agreement as required by law or as it deems 

appropriate in its sole discretion. 

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 AS 

REC • ". 

. ......................................................... . 

Date: ····"' . ; . : •'! • 

: :' / . ·.···!·. 

BY: 

TIT~----~----------~ 

PRINT NAME: 

CROWE HORWATH LLP 

Date: July 7, 2015 --L_ ___ ............. _ _ ........... ............ _ _ .... _ ... _Jl= ::..:-. _@(Ql 

BY: 

TITLE: _____ C=hi=·..:JefwRi~·~ sk~O=ffi~c~er 

PRINT NAME Fred J. Bauters 

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