Plaintiff moves for Court approval of the proposed settlement of this class action and of counsel's application for fees and reimbursements of expenses.

Background:

On July 12, 2006, corporate defendant MortgageIT Holdings, Inc. (MortgageIT) announced that it would be merged into Titan Acquisition Corp. (Titan). Titan is a wholly-owned subsidiary of DB Structured Products, Inc., itself a wholly-owned subsidiary of Deutsche Bank AG. The individual defendants are directors of MortgageIT.

Under the terms of the merger agreement, Deutsche Bank would acquire all of the outstanding shares of MortgageIT common stock for $14.75 per share.

Plaintiff is a stockholder of MortgageIT. He filed this class action against MortgageIT and its directors on July 13, 2006. In the action, Plaintiff challenges the propriety of various aspects of the merger, including that MortgageIT's disclosure materials failed to disclose certain material information about the merger and related payments to Defendant Naidus.

On September 15, 2006, Plaintiff amended the complaint to seek declaratory and injunctive relief, including enjoining the merger.

Also on September 15, 2006, Defendants agreed to provide Plaintiff with the material that MortgageIT's financial advisor for the merger, Lehman Brothers presented to MortgageIT's board of directors.

On September 25, 2006, the parties entered into a Memorandum of Understanding to settle the action.

On October 6, 2006, the parties signed a stipulation, pursuant to which MortgageIT agreed to include additional information in the Definitive Proxy Statement. [*2]

The parties agreed that the disclosure materials would include additional information relating to: (1) the 2006 incentive payments to be made to Defendant Naidus, and that the payments will be made to him even if the merger does not close until 2007; (2) Naidus' new employment agreement which superceded his old employment agreement; (3) Naidus' termination benefits in the amount of approximately $2,800,000, in connection with equity awarded to him if the merger is consummated, which is a change from the $5,900,000 payout specified in his old employment agreement in which the payment was not tied to the consummation of the merger; and (4) that Naidus' new employment agreement was signed subsequent to the merger agreement.

Additionally, and unsurprisingly, the parties also agreed to a release of claims. The release applied to any and all claims relating to the merger and specific allegations contained in the complaint. However, the release also covered claims far beyond the scope of the original or amended complaint.

On October 17, 2006, the Court granted preliminary approval of the settlement and directed that Notice be sent to the class.^[FN1]

Discussion:

Plaintiff argues that his investigation and the resulting additional disclosures made by MortgageIT to its shareholders are highly beneficial to the class. Defendants support Plaintiff's motion. Defendants acknowledge that the decision to disclose the additional information in the Definitive Proxy was a direct result of the action, and the subsequent negotiations. The parties also agree that the settlement is a "fair, adequate and reasonable consideration which were raised or could have been raised by Plaintiff or any member of the proposed Class in the Action." Nespole Aff ¶ 29.

The Notice of the Settlement mailed to the MortgageIT stockholders enumerated the terms of the settlement, that Plaintiff's counsel would apply for the requested fees, and that any stockholder could object to the fee application. No member of the class objected to any aspect of the settlement, including the request for attorneys' fees. Pl Br at 25.

The Standard:

The Court "has broad powers to control the course of class action litigation." Matter of Colt Indus. Shareholder Litig., 155 AD2d 154, 159 (1st Dep't 1990).

While CPLR 908 does not prescribe specific guidelines for a court to follow in determining the merits of a proposed class action settlement case law suggests the components which should be [*3]considered in reviewing a settlement: the likelihood of success, the extent of support from the parties, the judgment of counsel, the presence of bargaining in good faith, and the nature of the issues of law and fact.'

Id. at 160 (internal citations omitted).^[FN2]

At bottom, as the United States Supreme Court noted, "Courts judge the fairness of a proposed compromise by weighing the plaintiff's likelihood of success on the merits against the amount and form of the relief offered in the settlement." Carson v American Brands, 450 US 79, 88, n 14 (1981).

In view of the fact that the proposed settlement was arrived at by the parties who are represented by able counsel, and since there has been no objection to the propose settlement and to the broad release that the class is giving, the settlement is approved.

The Benefits Obtained by the Class:

The gains that comprise the benefit to the potential class members, and are described above, are limited in their scope. The single term that is probably most important to the members of the class is the price per share to be paid for their shares, and this has not changed from the original offer by one penny.

The Court is not determining that no benefit was provided to the class. Defendant Naidus' new employment contract potentially lowered the payout to him which certainly may be regarded as a benefit. The other benefits to the class are wholly non-monetary. Here, those benefits are basically additional disclosures regarding one particular executive's employment agreement.

A hearing, on the amount of attorney's fees reasonably incurred herein, should be held. The Court refers the issue of the amount of attorneys' fees reasonably earned, to a Special Referee to hear and report.

Accordingly, it is

ORDERED that the motion is granted with regard to approval of the proposed settlement; and it is further

ORDERED that the issue of the amount of attorney's fees reasonably earned by plaintiff's counsel is respectfully referred to a Special Referee to hear and report. [*4]

Dated:May 29, 2007

E N T E R :

/s/

J. S. C.

At bottom, as the United States Supreme Court noted, "Courts judge the fairness of a proposed compromise by weighing the plaintiff's likelihood of success on the merits against the amount and form of the relief offered in the settlement." Carson v American Brands, 450 US 79, 88, n 14 (1981).

In view of the fact that the proposed settlement was arrived at by the parties who are represented by able counsel, and since there has been no objection to the propose settlement and to the broad release that the class is giving, the settlement is approved.

The Benefits Obtained by the Class:

The gains that comprise the benefit to the potential class members, and are described above, are limited in their scope. The single term that is probably most important to the members of the class is the price per share to be paid for their shares, and this has not changed from the original offer by one penny.

The Court is not determining that no benefit was provided to the class. Defendant Naidus' new employment contract potentially lowered the payout to him which certainly may be regarded as a benefit. The other benefits to the class are wholly non-monetary. Here, those benefits are basically additional disclosures regarding one particular executive's employment agreement.

A hearing, on the amount of attorney's fees reasonably incurred herein, should be held. The Court refers the issue of the amount of attorneys' fees reasonably earned, to a Special Referee to hear and report.

Accordingly, it is

ORDERED that the motion is granted with regard to approval of the proposed settlement; and it is further

ORDERED that the issue of the amount of attorney's fees reasonably earned by plaintiff's counsel is respectfully referred to a Special Referee to hear and report. [*5]

Dated:May 29, 2007

E N T E R :

/s/

J. S. C.