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SETTLit:Mfl:NT AGRI~fl:MRNTAND RELEASE 

This Settlement Agreement and Release ('•Agreement") is made as ofthis ... _day of 

____ , 2013, by, between, and among the Federal Deposit Insurance Corporation as Receiver 

for AmTrust Hank, Cleveland, Ohio ("FDIC-R"), on the one hand, and TitleNexus, I J ,C 

("TitleNexus"), on the other hand, (individually, the FDIC-R and TitleNcxus may be referred to 

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

WIII~RF-AS: 

Prior to December 4, 2009, Am Trust Bank, Cleveland, Ohio, previously known as Ohio 

Savings Bank ("flank"), was a depository institution organized and existing under the laws of the 

United States. 

On December 4, 2009, the Office of Thrift Supervision closed the Bank and appointed 

the Federal Deposit Insurance Corporation as its receiver. In accordance with 12 O.S.C. § 

1821(d), the FDIC-R succeeded to all rights, titles, powers, and privileges of the Bank, including 

those with respect to the claims which are subject to this Agreement. 

Between May and June, 2007, AmTrust funded a series of mortgage loan transactions 

involving the following named borrowers: 

Borrower I Subicct Proncrties I Loan I Closint! 

TitlcNexus performed title, closing, and escrow services in connection with these transactions 

(collectively, the "Transactions)." 

A dispute has arisen between the Parties with respect to claims by the FDIC-R related to 

TitlcNexus's actions in the Transactions (hereinafter any and all present and future claims by the 
FDIC-R against TitleNexus in connection with the Transactions arc referred to as tht! "Claims»). 

The Claims are tht! subject of a lawsuit filt!d in the United States District Court for the District of 

Minnesota styled: Federal Deposit Insurance Corporation, as Receiver for AmTrust Rank v. 

TitleNexus, LLC, No 12-cv-03023 (the "Litigation"). The l•'DIC-R did not allege in the Litigation 

that TitleNcxus was a knowing participant in a fraudulent scheme. The Patties engagt!d in 

settlement negotiations as a result of the Claims. The Parties now deem it in their best interests 

to enter into this Agret!ment to avoid the uncertainty, trouble, and expense of litigation. 

NOW, TJ IEREFORE, in consideration of the promises, undertakings, payments, and 

releases stated herein, the suf1icicncy of which consideration is hereby acknowledged, the 

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

SECTION 1: Payment to FDIC-I~. 

A. As an essential covenant and condition to this Agreement, on or before thirty (30) 

days following the date the FDIC-R executes this agreement, TitleNexus shall pay the FDIC-R 

the total sum ofTwo llundrcd Thousand Dollars ($200,000) (the "Settlement Payment"). The 

Settlement Payment shall be in the form of a check made payable to "RJ Landau Partners Client 

Trust Account," mailed to RJ Landau Partners I

1LLC, Attn: Richard J. Landau, Esq. 5340 

Plymouth Rd., Suite 200, Ann Arbor, Michigan 48105, Reference: AmTrust/TitleNexus 

Settlement. Upon receipt of the Settlement Payment FDIC-R agrees to promptly file a notice of 

dismissal of the Litigation, without costs or attomey's fees payable by either party. 

B. If the FDIC-R docs not receive the Settlement Payment in full on or before the date 

detennined by subparagraph A above ("Settlement Payment Due Date"), then th~ FDIC-R, in its 

sole discretion, shall have the right to: 

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1. extend the period of time for payment, including interest accruing from the 

Settlement Payment Due Date through th~ date of payment at a rate calculated in 

accordance with 26 U.S.C. § 6621(b)(3); or 

2. ~nforcc this Agreement and, in such event, TitleNexus agrees to 

jurisdiction in Federal District Court for the District of Minnesota and to pay all of the 

FDIC-R's r~asonable attomey's fees and costs expended in enforcing the terms of this 

Agreement; or 

3. declare this Agreement null and void, move to vacate any dismissal order, 

to which TitleNcxus agrees to consent, and institute an action on the FDIC-R's claims, as 

to which TitleNexus waives any and a11 objections and defenses and covenant and agree 

not to assert any objections and defenses; and/or 

4. seck any other relief available to it in law or equity. 

Any extension of time for delivery ofthc Settlement Payment shall not prejudice the FDIC-R's 

right to take other action or seek any relief after the expiration of such period of extension if the 

FDIC-R does not receive the Settlement Payment in full, including the right to bring an action to 

enforce the Agreement, or declare the Agreement null and void. 

SECTION II: Releases. 

Each Party acknowledges that this Agreement applies to all claims for injuries, damages, 

or losses of any type or nature (whether those injuries, damages, or losses are known or 

unknown, foreseen or unforeseen, patent or latent) which that Patty may have against another 

Party arising from the Claims. 

A. The FDIC-R's Release. 

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Upon receipt of the Settlement Payment, plus any accrued interest, and except as 

provided in PARAGRAPH II. C., the FDIC-R, for itself and its successors and assigns, hereby 

releases and discharges TitleNexus and its respective employees, officers, directors, 

representatives, heirs, executors, administrators, members, managers, govemors, predecessors, 

successors and assigns, from any and all claims, demands, contracts, obligations, damages, 

actions, and causes of action, direct or indirect, in law or in equity belonging to the FDIC-R, 

arising out of or relating to the Claims. 

B. TitleNexus's Release. 

Effective simultaneously with the release in PARAORAPI I I I.A. above, TitleNexus, on 

behalf of itself, and its respective employees, officers, directors, representatives, heirs, executors, 

administrators, predecessors, successors and assigns, hereby releases and discharges the FDIC-R, 

and its employees, officers, directors, representatives, successors and assigns, from any and all 

claims belonging to TitleNexus, arising out of or relating to the Claims. 

C. Exceptions to Release by FDIC-R. 

I. Notwithstanding any other provision ofthis Agreement, the FDIC-R docs 

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 TitlcNcxus, or any other person or entity for liability, if 

any, incuned 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 claims acquired by FDIC-R as successor in interest to 

the Bank or any person or entity other than Bank; 

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h. against any person or entity not expressly released by the FDIC-R 

in this Agreement; or 

c. which arc not expressly released in PARAGRAPH I I.A. above. 

2. Notwithstanding any other provision of this Agreement, nothing herein 

limits, waives, releases, diminishes or compromises the jurisdiction and authority of the Federal 

Deposit Insurance Corporation in the exercise of its supervisory or regulatory authority to 

institute administrative enforcement or other proceedings seeking removal, prohibition, civil 

penalties, restitution or other relief it is authorized to seek pursuant to its supervisory or 

regulatory authority against any person, or which may arise hy operation of law, rule, or 

regulation. 

3. Notwithstanding any other provision of this Agreement, this Agreement 

docs not waive any claims brought on behalf of another tailed institution or any claims which 

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 governmental entity. In addition, 

the FDIC-R spcciiically reserves the right to seck court ordered restitution pursuant to the 

relevant provisions of the Victim and Witness Protection Act, 18 U.S.C. § 3663, ct. seq., if 

appropriate. 

Sl~CTION III: Insolvency. 

A. In~olv~n~ 

TitlcNexus warrants as to payments made by or on its behalf that at the time of such 

payment, it is not insolvent nor will the payment made by or on its behalf render it insolvent 

within the meaning and/or for the purposes of the United States Bankruptcy Code. This warranty 

is made hy TitlcNcxus and not by its counsel. 

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(b)(6) 

In the event that the FDIC-R is required to return any portion of the Settlement Payment 

due to a final order by a court that the transfer of the Settlement Payment or any portion thereof 

constituted a preference, voidable preference, fraudulent transfer or similar transaction, then, in 

its sole discretion, the FDIC-R may, without waiver of any other rights it may have in law or 

equity, pursue any ofthe rights and remedies set forth in paragraph I(C) above, and/or otherwise 

permitted by law. 

SECTION IV: Termination. 

In the event the FDIC-R exercises its right to declare this Agreement null and void as 

provided herein, then, for the purposes of any statute of limitations or other time-based defense 

to any of the claims ofthe FDIC-R, the parties to this Agreement shall he deemed to have 

reverted to their respective status as of 5:00p.m. Eastern Time, October 30, 2013. 

SECTION V: Notices. 

Any notices required hereunder shall be sent by registered mail, first class, return receipt 

requested, and may also he sent by email, to the following: 

If to the FDIC-R: 

Richard J. Landau 

IU Landau Pa11ners PIJ,C 

5340 Plymouth Rd., Suite 200 

Ann Arbor, MI 48105 

(734) 865-1 585 

I ...................... ______ ······-····················· ......... ____. 

If to TitleNexus: 

Gregory Simpson 

Meagher & Gccr P.L.L.P. 

33 S. 6th Street Suite 4400 

Minneapolis, MN 55402 

6 
(612) 337-9672 

(b)(6) ....................... 1......... ············ .............. ... . 

SECTION VI: Other Matters. 

A. No _!.\dmission of Liability. 

The undersigned 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 ofliability 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 hereto, except to enforce its terms. 

B. .Execution in C:ountcrparts. 

This Agreement may be executed in countcrpatts 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 Effec,;j. 

All of the undersigned persons represent and warrant that they are a Party hereto or arc 

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, attomcys, successors and assigns. 

D. Entire Agreement. 

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This Agreement constitutes the entire agreement and understanding between and among 

the undersigned Parties concerning the matters set forth herein and supersedes any prior 

agreements or understandings. No representations, warranties or inducements have been made to 

or relied on by any Party concerning this Agreement and its exhibits other than those contained 

therein. 

E. Amendments. 

This Agreement may not be amended or modified, nor may any of its provisions be 

waived, except in writing by the Party or Patties bound thereby, or by their respective authorized 

attomey(s) or other representativc(s). 

F. Reasonable G.qQperation. 

I. The undersigned Parties agree to cooperate in good faith to e11eetuate 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, execution, 

filing, recording, and entry, of any documents necessary to perform the terms of this Agreement. 

2. further, TitleNexus agrees to cooperate fully with the FDIC-R in 

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

any out of pocket costs is subject to reasonable reimbursement by the FDIC-R pursuant to its 

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

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

necessity of subpoena, as determined by the FD.IC-R, in its sole discretion, to be relevant to the 

Hank; 

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

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

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sole discretion, to bt! relevant to the Bank; 

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

determined by the FDJC~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. 

G. .{;_hoice .. Q..f Law. 

This Agreement shall be interpreted, construed and enforced according to applicable 

federal law, or in its absence, the internal laws of the State of Minnesota, without regard to its 

conflicts oflaws. 

H. Advice of Counsel. 

Each Party hereby acknowledges that he or 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 its counsel. 

J. Title and Captions. 

All section titles and captions contained in this Agreement arc for convenience only and 

shall not affect the interpretation of this Agreement. 

K. Authorship/Construction. 

This Agreement sets forth terms and agreements jointly negotiated by the Parties. It is 

expressly agreed that this Agreement shall not be construed for or against any party by reason of 

which party drafted it. 

IN WITNESS WI IEREOF, the parties hereto have caused this Agreement to be executed 

by each of them or their duly authorized representatives on the dates hereinafter subscribed. 

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DATE: i////1] 

APPROVED AS TO FORM 

DATE: 

DATE: 

APPROVED AS TO FORM 

DATE: 

By: 

By: 

MEAGHER & GEER P.L.L.P 

GREGOR SI PSON 

Attorney fo ml'cndant TITLEI\EXCS, LI,C 

TITLENEXUS, LLC 

Prin Name and Title 

RJLANDAUPARTNERSPLLC 

-R~I~C=H~A=RD~J.~L-A~N=D~A~U~------------

Attorney for Defendant FEDERAL DEPOSIT 

INSURANCE CORPORATION AS 

RECEIVER FOR AMTRUST BANK 

FEDERAL DEPOSIT 11\SURANCE 

CORPPORATION AS RECEIVER FOR 

AMTRUST BANK 

------------------------------- Signature 

Print Name and Title 

10 

(b)(6) 
DATE: 

APPROVED AS TO FORM 

DATE: 

DATE: \ ij 2. S/ i:3 

APPROVED AS TO FORM 

. DATE: \\/2.0 /f"S 

MEAGHER & GEER P.L.L.P 

By:-=~----~------------------ GREGORY SIMPSON 

Attorney for Defendant TITLENEXUS, LLC 

TITLENEXUS, LLC 

By: __________________________ __ 

Signature 

Print Name and Title 

By:~-------------------------- RlCHARD J. LANDAU 

Attorney for Defendant FEDERAL DEPOSIT 

INSURANCE CORPORATION AS 

RECEIVER FOR AMTRUST BANK 

FEDERAL DEPOSIT INSURANCE 

CORPPORA TION AS RECEIVER FOR 

AMTRUST BANK 

(b)(6) ~;,..bl!!"""' ------=====r====:!..-

Signarure 

I?A~·?k &.Jtrc.& .. -i_. Cc)vJ?f>P( Prinr Ncr me mJd Title I 1 

JO 

(b)(6)