29551036 v3

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

JAMES W. WILLIAMS, IV, )INDIVIDUALLY AND )DERIVATIVELY ON BEHALF OF )THE PENINSULA COMMUNITY )ASSOCIATION, INC., )

)Plaintiff, ) Civil Action No. 10228-VCS

)v. )

)REDUS PENINSULA )MILLSBORO, LLC, REDUS )PROPERTIES, INC. AND WELLS )FARGO BANK, N.A., )

)Defendants. )

___________________________________________

REDUS PENINSULA MILLSBORO, )LLC and WELLS FARGO BANK, N.A., )

)Plaintiffs, )

)v. )

)NEAL M. MAYER, JOHN GEE, ) Civil Action No. 8835-VCSDON DIERINGER, DAVID HARROD, )JOHN SHANAPHY, MARC STANLEY, )CHUCK BURRALL AND DEB PUTT, )

)Defendants. )

___________________________________))

NEAL M. MAYER, JOHN GEE, )DON DIERINGER, DAVID HARROD, )JOHN SHANAPHY, MARC STANLEY, )

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CHUCK BURRALL AND DEB PUTT, )INDIVIDUALLY AND AS CLASS )REPRESENTATIVES, )

)Counterclaim Plaintiffs, )

)v. )

)REDUS PENINSULA MILLSBORO, )LLC and WELLS FARGO BANK, N.A., )

)Counterclaim Defendants. )

STIPULATION OF COMPROMISE AND SETTLEMENT

This Stipulation of Compromise and Settlement ("Stipulation") is made and

entered into as of May 1, 2017. The parties to this litigation (each a "Party" and,

collectively, the "Parties"), by and through their undersigned attorneys, have

reached an agreement for the settlement of the above-captioned matters styled

REDUS Peninsula Millsboro, LLC v. Mayer, C.A. No. 8835-VCS (the "Class

Action") and Williams v. REDUS Peninsula Millsboro, LLC C.A. No. 10228-VCS

(individually, the "Derivative Action", and together with the Class Action, the

"Actions"), both filed in the Court of Chancery of the State of Delaware (the

"Court") and related matters on the terms set forth below and subject to Court

approval pursuant to Court of Chancery Rules 23 and 23.1. This Stipulation is

intended to fully, finally, and forever resolve, discharge, and settle all claims

asserted in the Actions.

The Parties to this Stipulation are:

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Lead Plaintiff in the Derivative Action, James W. Williams, IV ("Williams" or

"Derivative Plaintiff"), a homeowner and member of the Peninsula Community

Association, Inc. (the "PCA"), who has prosecuted the Derivative Action by and on

behalf of the PCA pursuant to Court of Chancery Rule 23.1;

Lead Counterclaim Plaintiffs in the Class Action, Neal Mayer ("Mayer"), John

Shanaphy ("Shanaphy"), Deb Putt ("Putt"), Charles Burrall ("Burrall"), Don

Dieringer ("Dieringer"), John Gee ("Gee"), David Harrod ("Harrod"), and Marc

Stanley (individually, "Stanley", and together with the other plaintiffs in the Class

Action, the "Representative Plaintiffs"), all homeowners and members of the PCA,

who have prosecuted the counterclaims in the Class Action on behalf of the Class

(as defined below) pursuant to Court of Chancery Rule 23;

REDUS Peninsula Millsboro, LLC ("REDUS"), REDUS Properties, Inc. ("REDUS

Properties"), Wells Fargo Bank, National Association (individually, "Wells Fargo"

and together with REDUS and REDUS Properties, the "Bank Parties").

WHEREAS,

I. The Peninsula & The Peninsula Community Association

1. The Peninsula is a large master-planned community constructed and

located in Sussex County, Delaware.

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2. Originally, The Peninsula was owned and developed by Peninsula at

Longneck, LLC, ("Peninsula LLC" or the "Original Declarant"), which was in

turned controlled by Sandler & Son, Inc. (the "Original Developers").

3. To construct and operate The Peninsula, Peninsula LLC obtained a

development loan and an acquisition loan (the "Peninsula Loans"), which exceeded

$60,000,000 in financing, from Wachovia Bank, National Association

("Wachovia"). The Peninsula Loans were secured by multiple mortgage and

security agreements, as well as multiple assignments, which, when aggregated,

provided Wachovia with a security interest in both the real and personal property

of Peninsula LLC.

4. The development plan for The Peninsula is comprised of numerous

governing documents, chief among which is the Declaration of Covenants,

Conditions, and Restrictions for The Peninsula, executed August 12, 2004 (the

"Declaration").

5. Article XV of the Declaration provides for Peninsula LLC or a

designee, affiliate, joint venture including Peninsula LLC, or a subsidiary of

Peninsula LLC (any of which to be referred to as the "Declarant Infrastructure

Entity") to, at its sole discretion, install and provide a private infrastructure

throughout The Peninsula (the "Telecommunications Infrastructure") for the

provision of any combination of telephone, cable, video, telecommunications,

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Internet, or security (the "Telecommunications Services") and to allow the

provision of Telecommunications Services throughout The Peninsula through the

Telecommunications Infrastructure.

6. Peninsula Infrastructure Management, LLC ("PIM") was formed in

Virginia on December 14, 2004, and was the initial Declarant Infrastructure Entity.

Larry Goldstein ("Goldstein") controlled a 25 percent interest in PIM, while the

Original Developers controlled the remaining 75 percent interest.

7. PIM and the PCA, the latter under the authority granted by Article XV

of the Declaration, entered into that certain Agreement to Obtain Communications

Services (the "Contract") dated as of December 24, 2004 (the "Contract Date").

The Contract was for a 25 year term, and was renewable at PIM's option for an

additional 40 years.

8. On the Contract Date, the Original Developers were the controlling

interest holders in PIM, and had appointed all members of the Board of Directors

of the PCA (the "Board"). Similarly, Goldstein controlled a minority interest in

PIM and was the acting President of the PCA. The Contract was signed by Nathan

Benson, an employee of the Original Developers, as manager for PIM, and

Goldstein, as President of the PCA.

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II. The Contract

9. PIM was established for the purposes of managing and coordinating:

(1) the implementation and maintenance of the Telecommunications Infrastructure;

and (2) the provision of Telecommunications Services at The Peninsula.

10. The Contract obligated PIM to coordinate or arrange for the design,

installation, and operation of the Telecommunications Infrastructure and to provide

Telecommunications Services under the terms set forth in the Contract.

11. PIM was further obligated to arrange marketing for

Telecommunication Services, to negotiate and enter into service agreements with

service providers, as well as to terminate any designated service provider and

replace it in the case this became necessary.

III. The Bulk Services Agreement and the Marketing Agreement

12. On May 17, 2005, PIM entered into the Bulk Services Agreement and

the Marketing Agreement with Verizon Services Corp. ("Verizon"), the latter for a

term of 25 years.

13. Through the Bulk Services Agreement, PIM granted Verizon an

easement under and throughout The Peninsula. Through this easement, Verizon

constructed, installed, and maintains a fiber-optic infrastructure that serves as the

Telecommunications Infrastructure through which the Telecommunications

Services are provided throughout The Peninsula. To make this grant possible,

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Peninsula LLC granted to PIM the Private Easement for the Exclusive Provision of

Communications Services for The Peninsula on Indian River Bay (the "Private

Easement").

14. In consideration for Verizon's obligations under the Bulk Services

Agreement, PIM agreed to a bulk payment arrangement. The bulk payment

arrangement was alleged to provide economic justification for the otherwise cost-

prohibitive construction of the Fiber-to-the-Home network ("FTTH") that was built

at The Peninsula. In return for receiving a 100% service penetration rate, Verizon

agreed to charge PIM $58.95 (the "Bulk Services Fee") on a monthly term based

on the number of constructed homes. The Bulk Services Fee is comprised of a

$25.00 payment for Bulk Video Services and a $33.95 payment for Bulk Internet

Services.

15. In exchange for the Telecommunication Services provided under the

Contract, the residents of The Peninsula (the "Homeowners"), were required to

pay, and have paid, $90.00 per month (the "Contract Price") assessed quarterly.

The entire Contract Price is paid to the PCA, and, until Wells Fargo assumed

control of the Contract, was passed-through to PIM.

16. The difference between the Contract Price and the Bulk Services Fee

is $31.05 (the "Price Differential"). Prior to Wells Fargo assuming control over

The Peninsula, the Price Differential was retained by PIM for the sole benefit of

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the Original Developers and Goldstein. The Contract provides for compensation to

PIM from the Contract Price.

IV. Peninsula LLC Faces Insolvency

17. In 2009, Peninsula LLC was in default on its loan obligations to

Wachovia. Wells Fargo, successor in interest to Wachovia, exercised its remedies

against Peninsula LLC, by seeking the appointment of a receiver. No receiver was

sought or appointed for PIM. PIM was not part of the receivership assets. The

Receivership Complaint was granted by an order dated October 14, 2009 (the

"Receivership Date").

18. On May 4, 2012, following the appointment of the receiver, Wells

Fargo foreclosed on PIM's telecommunication and other rights that PIM pledged as

security for the indebtedness owed to Wells Fargo (the "Foreclosure Sale").

19. At the Foreclosure Sale, REDUS, a wholly-owned indirect subsidiary

of Wells Fargo, was the high bidder and purchased PIM's rights for a bid of

$1,000,000. The documentation included the Foreclosure Bill of Sale and

Assignment (the "Assignment"). By virtue of the Foreclosure Sale, REDUS owns

PIM's rights in the Contract, the Bulk Services Agreement and the Marketing

Agreement.

20. Wells Fargo gained the status of declarant through its separate and

later foreclosure of the real property of Peninsula LLC. Through this control, Wells

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Fargo had the right to nominate a majority of the Board. As both declarant and the

owner of PIM's rights, Wells Fargo had the power to cancel or amend the Contract.

Wells Fargo took no such action.

V. The Class Action Litigation

21. On June 28, 2013, the Representative Plaintiffs filed an initial demand

for arbitration (the "Initial Arbitration Demand") against REDUS and Wells Fargo

before the American Arbitration Association (“AAA”). Wells Fargo responded to

the Initial Arbitration Demand with a request for the Representative Plaintiffs to

recast their demand to state a claim within the scope of the arbitration clause

included in the Contract (the "Contract Arbitration Clause").

22. The Contract Arbitration Clause limits the scope of arbitration to

whether the pricing of Telecommunications Services exceeds the price set by

providers of residential telecommunications services in the Sussex County,

Delaware area.

23. After receiving Wells Fargo's request, the Representative Plaintiffs

filed an amended complaint with AAA (the “Amended Complaint”). In the

Amended Complaint, the Representative Plaintiffs sought: (a) a refund of the Price

Differential for each month paid extending back to January 2013; and (b) an order

from the arbitrator directing Wells Fargo and REDUS to cease collecting the Price

Differential, or any amount in excess of the Bulk Services Fee.

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24. On August 23, 2013, Wells Fargo and REDUS filed a Verified

Complaint (the "Verified Complaint") seeking, amongst other relief, a declaratory

judgment that the Representative Plaintiffs had no right to pursue their Amended

Complaint in arbitration, alleging the complaint in arbitration was outside the

scope of the arbitration clause. That same day, Wells Fargo and REDUS filed a

Motion for Preliminary Injunction (the "Preliminary Injunction") in this Court

seeking to enjoin the Representative Plaintiffs from pursuing the Amended

Complaint before AAA.

25. On September 27, 2013, the Representative Plaintiffs filed the Answer

and Counterclaim against REDUS and Wells Fargo (the "Class Counterclaim").

The Class Counterclaim as filed did not expressly seek class certification. The

Class Counterclaim alleges, and the Bank Parties deny, that the Original

Developers breached the fiduciary duty of loyalty, and that this breach should be

imputed to REDUS and Wells Fargo (the "Imputation Claim"). The Representative

Plaintiffs also alleged a host of contract claims in relation to the Contract,

including that the Contract was unlawful, unconscionable, void as against public

policy, and that REDUS and Wells Fargo had been unjustly enriched through

receipt of the Price Differential following the Foreclosure Sale (individually, the

"Contract Claims", and together with the Imputation Claim, the "Class Claims").

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26. The Bank Parties vigorously defended against the Class Claims, and

moved to dismiss those Claims. Substantial briefing was undertaken by the

Parties, and the Court of Chancery heard the oral arguments of the Parties.

27. By Order dated August 29, 2014, the Court granted in part and denied

in part the Bank Parties' motion to dismiss the Class Claims. The Court’s Order

granted the request to dismiss the Class Counterclaim with respect to the claims

that the Contract was both an unlawful contract and void against public policy. The

Court’s Order denied the Bank Parties' motion to dismiss the Class Counterclaim

with respect to the Class Claims of unconscionability, unjust enrichment, and the

Imputation Claim (the "Remaining Class Claims").

VI. The Derivative Litigation

28. On October 13, 2014, Derivative Plaintiff James W. Williams, IV

filed a complaint (the "Derivative Complaint") in Delaware Court of Chancery

asserting a single derivative claim on behalf the PCA against the Bank Parties. The

Derivative Complaint seeks derivative and direct relief against the Bank Parties

with respect to the Contract. Lead Plaintiffs' Counsel in the Class Action, Robert J.

Valihura, Jr., Esquire, also represents Plaintiff James W. Williams, IV in the

Derivative Action. Among other things, the Derivative Complaint alleges, and the

Bank Parties deny, that the Bank Parties breached their fiduciary duties by failing

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to reduce the Contract Price to the amount of the Bulk Services Fee when the Bank

Parties were in a position to do so (the "Derivative Claim").

29. Lead Plaintiffs’ Counsel undertook and agreed to represent the

Derivative Plaintiff on the Derivative Claim on a contingent fee basis, with

payment for legal fees, costs and expenses, including deposition transcript costs,

court costs, travel costs and those costs incurred in connection with retaining and

working with or deposing expert witnesses, being awarded to Lead Plaintiffs’

Counsel solely upon (i) pursuit of the litigation and achieving a benefit for the

PCA, and thereby the Homeowners, and (ii) upon application to the Court of

Chancery, following the conclusion of the case, based on the factors set forth under

well-established Delaware case law.

30. Shortly following the filing of the Derivative Action, the parties’

attorneys negotiated an agreement, which was memorialized as an Order of the

Court of Chancery, that all discovery taken in the Class Action could be used in the

Derivative Action.

31. The Bank Parties vigorously defended the Derivative Action and the

Derivative Claims, and moved to dismiss the Derivative Action. Discovery in the

Derivative and the Class Actions continued during the briefing and the outcome on

the motion to dismiss. The parties submitted substantial briefing, and following

oral argument before the Court of Chancery, the Court issued an Opinion and

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Order dated July 13, 2015, in which the Court denied the Bank Parties’ motion to

dismiss the Derivative Action finding that the Derivative Claim stated a cause of

action under Delaware law sufficient to allow the matter to proceed.

VII. Discovery in the Class and Derivative Actions

32. The Parties in the Class and Derivative Actions engaged in

substantial discovery, including multiple sets of interrogatories and requests for

admission. The Bank Parties, on behalf of themselves and the PCA, produced

boxes of documents containing thousands of pages of documents concerning

matters relating to the Class Claims and the Derivative Claims, including

documents exchanged between the Original Developers, PIM, Goldstein, Verizon

and the Bank Parties concerning the Contract, the Bulk Services Agreement, the

Marketing Agreement as well as the Contract Price, Bulk Services Fee and the

Price Differential. The Receiver and Verizon also engaged in substantial

document production relating to those Claims and matters. Substantial additional

effort by counsel, including many emails, demand letters and verbal requests, went

into ensuring that all documents relevant to the pending matters were produced by

the Bank Parties and their affiliates.

33. The Homeowner Parties and the Derivative Representative, in turn,

produced documents in their possession which related to the Class and Derivative

Claims, and to meet demands by counsel for the Bank Parties, substantial effort

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went into ensuring that thousands of pages of documents relevant to the matters

were produced by them. Several sets of contention interrogatories were

propounded and responded to during the course of the litigation.

34. Following review and consideration of the documents and discovery

responses, the parties undertook depositions of the critical witnesses relevant for

both the Class and Derivative Claims. Counsel for the Bank Parties took the

deposition of the eight (8) Homeowner Parties, the Derivative Representative and

several Homeowners and other witnesses, including a representative of PIM, which

had been identified by counsel as being knowledgeable about the Class and

Derivative Claims and who might be called at trials of the matters. Counsel in the

Class and Derivative Actions prepared for, attended and defended each of those

depositions, including those at The Peninsula and in Virginia Beach, Virginia.

35. Lead Plaintiffs’ Counsel in the Class and Derivative Actions took the

all-day depositions of two (2) representatives of the Bank Parties in North

Carolina, and one (1) additional representative of the Bank Parties in Delaware,

and half-day depositions each of three (3) representatives of the Receiver, all in

North Carolina, all of whom had been identified by counsel for the Bank Parties as

being knowledgeable about the Class and Derivative Claims and all of whom

might be called at trials of those matters.

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36. The Parties each also designated expert witnesses, and counsel

assisted in the preparation and production of documents and expert reports, and in

the taking and defending of the depositions of those two (2) expert witnesses, one

of which was taken in Florida.

37. All of this discovery, deposition, document production and

interrogatory responses, was available for use in both the Class and Derivative

Actions.

VIII. Dispositive Motion Practice in the Class Action

38. In the Class Action, the Bank Parties moved for summary judgment

on their Verified Complaint (the "Arbitration Summary Judgment Motion") on

December 8, 2014. Following the filing of multiple and substantial briefs by the

Parties, and after oral argument before the Court of Chancery, the Court denied the

Arbitration Summary Judgment Motion on July 13, 2015.

39. Thereafter, on September 18, 2015, following the closing of

discovery in the Class Action, the Bank Parties moved for summary judgment on

the Class Counterclaim (the "Class Action Summary Judgment Motion"). Briefing

on that Motion consisted of multiple and substantial briefs by the Parties, including

multiple detailed affidavits and voluminous exhibits, and following that briefing,

oral argument was held before Vice Chancellor John Noble.

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40. While the Class Action Summary Judgment motion was under

submission, the Vice Chancellor retired. His successor, Vice Chancellor Joseph R.

Slights, III, was thereupon assigned to both the Class and Derivative Actions. On

March 29, 2016, Vice Chancellor Slights requested supplemental briefing on

several issues he identified in the Class Action Summary Judgment Motion.

41. Following discussions among counsel for the Parties, on April 5,

2016, at the request of the Parties, the Court entered the Order Staying Litigation in

both the Class and Derivative Actions to allow the Parties to engage in settlement

negotiations.

IX. Settlement of the Class Action and Derivative Litigation

42. In connection with efforts to settle the Actions, the Parties have

engaged in arm's-length discussions and negotiations regarding a potential

resolution of the claims asserted in the Actions. These negotiations included two

(2) sets of all-day mediation sessions in both May and December, 2016 with The

Honorable Donald Parsons, former Vice Chancellor of the Court of Chancery.

43. After the initial mediation session concluded on May 24, 2016,

counsel for the Parties reached an agreement-in-principle set forth in a Term Sheet

(the "Term Sheet"). The Term Sheet provided, among other things, that once the

contemplated settlement agreement was to be executed, the Contract, Bulk

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Services Contract, Marketing Agreement, and the Private Easement would be

assigned to the PCA.

44. Following the final mediation session held on December 13, 2016, the

Parties agreed to a settlement (the "Settlement ") pending the Court's approval of

the Stipulation and the settlement procedures included herein.

45. The Parties believe that the Settlement is in the best interests of the

Parties, the Class, the PCA and the PCA's current and former members, and that

the Stipulation which reflects the Settlement confers substantial benefits upon the

PCA and the Class and that the interests of the Parties, the PCA, and the Class

would best be served by settlement of the Actions on the terms and conditions set

forth herein.

X. Class and Derivative Claims and the Benefits of Settlement

46. Both the Representative Plaintiffs and the Derivative Plaintiff

(collectively, the "Plaintiffs") believe that the claims asserted in the Actions have

merit, but also believe that the settlement set forth below provides substantial and

immediate benefits for the Class, the PCA, and the members of the PCA. In

addition to these substantial benefits, the Plaintiffs and their counsel have

considered: (i) the attendant risks of continued litigation and the uncertainty of the

outcome of the Actions; (ii) the probability of success on the merits; (iii) the

inherent problems of proof associated with, and possible defenses to, the claims

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asserted in the Actions; (iv) the desirability of permitting the settlement to be

consummated according to its terms; (v) the expense and length of continued

proceedings necessary to prosecute the Actions against the Bank Parties through

trial and appeals; and (vi) the conclusion of the Plaintiffs and their counsel that the

terms and conditions of the Stipulation are fair, reasonable, and adequate, and that

it is in the best interests of the Class, the PCA, and the members of the PCA to

settle the action on the terms set forth herein.

47. Based on Lead Plaintiffs' Counsel's thorough review and analysis of

the relevant facts, allegations, defenses, and controlling legal principles, Lead

Plaintiffs' Counsel believes that the settlement set forth in this Stipulation is fair,

reasonable, and adequate, and confers substantial benefits upon the Class, the PCA,

and the members of the PCA.

48. Among the substantial benefits provided by this Settlement and

considered by the counsel for Plaintiffs is that (i) the Contract and the related

Telecommunications Services agreements will be transferred to the control of the

PCA, the entity charged with managing the business and affairs of the community

on behalf of the homeowners and other land holders at The Peninsula, (ii) an

Advisory Committee of the Board of Directors of the PCA will be created that will

provide advice to the Board concerning the provision of Telecommunication

Services to the residents at The Peninsula and (iii) following the implementation of

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the Settlement, there will be a reduction of the quarterly Telecommunications

Services assessment by the PCA from $270.00 to $176.85 per homeowner, or a

total savings of over $250,000.00 a year from all the current owners of homes at

The Peninsula. Those terms would have remained in effect for another 13 years.

49. Based upon Lead Plaintiffs' Counsel's evaluation, as well as the

Plaintiffs' own evaluation, the Plaintiffs have determined that the settlement is in

the best interests of the Class, the PCA, and the members of the PCA, and have

agreed to settle the Actions upon the terms and subject to the conditions set forth

herein.

NOW THEREFORE, IT IS HEREBY STIPULATED AND AGREED,

BY AND AMONG THE PARTIES TO THIS STIPULATION, subject to the

approval of the Court pursuant to Court of Chancery Rules 23 and 23.1, that the

Actions shall be fully and finally compromised and settled, the Released Claims

shall be released, and the Actions shall be dismissed with prejudice, upon and

subject to the following terms and conditions of the Settlement, as follows:

1. The Parties have executed and agree to be bound by the terms of the

Settlement Agreement dated May 1, 2017 (the “Settlement Agreement”). A copy

of the Settlement Agreement is attached hereto and incorporated herein by

reference as Exhibit A to this Stipulation.

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2. As soon as practicable after the Stipulation is executed, the Parties

will jointly apply to the Court for an order in substantially the form attached hereto

as Exhibit B (the "Scheduling Order"). The Scheduling Order provides for, and the

Parties similarly request, the approval of the: notice (the "Notice"), in the form

attached as Exhibit B1; the summary notice (the "Summary Notice"), in the form

attached as Exhibit B2; the final order (the "Final Judgment and Order"), in the

form attached as Exhibit B3.

3. The “Effective Date” of the Settlement proposed by this Stipulation

shall be the date on which the Final Judgment and Order dismissing all claims

against all the Bank Parties becomes final in that it is no longer subject to further

appeal or reargument, either because the time for an appeal or reargument has

expired with no appeal or reargument being sought, or an appeal has been taken

but has been dismissed with no further right of appeal or reargument, or it has been

finally affirmed with no further right of appeal or reargument, or it has otherwise

become final; provided, however that the Effective Date shall not be conditioned

upon or subject to resolution of any appeal from the Court of Chancery's entry of

the Final Order and Judgment if any such appeal relates solely to an award of

attorneys' fees or reimbursement of expenses.

4. In accordance with the Scheduling Order, the Bank Parties shall mail,

or cause to be mailed, by first class U.S. mail or other mail service if mailed

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outside the U.S., postage prepaid, the Notice to all members of the Class (defined

below) at their last known address appearing in the records maintained by or on

behalf of the PCA. Further, the Summary Notice will be published in the News

Journal, or another newspaper of general circulation in Delaware. In addition, this

Stipulation with Exhibits, including the full Settlement Agreement, will be

available for review at http://www.burr.com/peninsula-telecommunications-

litigation/.

5. All costs of preparing, delivering, serving and/or publishing the

Notice and the Summary Notice, or any additional notice the Court of Chancery

may order, shall be shared equally by the Parties and shall be paid in the manner

set forth in the Settlement Agreement.

6. Solely for the purposes of this settlement, the Parties stipulate and

agree (i) to certification of the action captioned Mayer v. REDUS Peninsula

Millsboro, LLC, C.A. No. 8835-VCS as a class action on behalf of the Class

(defined below), pursuant to Rules 23(a), 23(b)(1) and 23(b)(2), as a non-opt-out

class; (ii) that plaintiffs Mayer, Shanaphy, Putt, Burrall, Dieringer, Gee, Harrod,

and Stanley have acted and shall continue to act as representatives of the Class;

(iii) that the Lead Plaintiffs' Counsel, Robert J. Valihura, Jr. of The Law Office of

Robert J. Valihura, Jr., has acted and shall continue to act as Class Counsel; and

(iv) to a finding (a) that the Class is so numerous that joinder of all members

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thereof is impracticable, (b) that there are questions of law or fact common to the

Class, (c) that the claims of the Representative Plaintiffs are typical of the claims

of the Class, (d) that the Representative Plaintiffs and Class Counsel will fairly and

adequately represent the interests of the Class, (e) that prosecution of separate

actions would create a risk of inconsistent adjudications, (f) that the Bank Parties

have acted or refused to act on grounds generally applicable to the Class, thereby

making appropriate final injunctive relief with respect to the Class as a whole, and

(g) a class action is superior to individual litigation as a method for the fair and

efficient adjudication of the Class Action.

7. The Class shall be composed of any and all record owners of property

at The Peninsula or members of the PCA who held such property or membership at

any time between December 24, 2004 and April 30, 2017, and their respective

successors-in-interest, successors, predecessors-in-interest, predecessors,

representatives, trustees, executors, administrators, heirs, assigns or transferees,

immediate and remote, and any person or entity acting for or on behalf of, or

claiming under, any of them, and each of them, together with their predecessors

and successors and assigns, but excluding the Bank Parties and/or any of their

family members, parent entities, associates, affiliates or subsidiaries and the

Original Developers and Goldstein and/or any of their members, associates,

affiliates or subsidiaries (the "Class").

29551036 v3 23

8. At the Settlement Hearing the Parties will jointly request the approval

of the Settlement and the Settlement Agreement, the entry of the Final Judgment

and Order and the approval of the award of fees, costs and expenses for Lead

Plaintiffs’ Counsel, so long as the total amount sought does not exceed

$200,000.00.

9. In the event this Settlement Agreement is not fully approved and

consummated, the certification of the Class and appointment of the Representative

Plaintiffs and Class Counsel shall automatically be vacated, and the Action shall

proceed as though the Class had never been certified and the Representative

Plaintiffs and Class Counsel had never been appointed. All other statements in any

and all pleadings and other papers related to this settlement shall not be binding on

any party if the Settlement Agreement is not consummated. However, this

paragraph shall survive the termination of this Stipulation of Settlement.

10. Upon the Final Judgment and Order becoming final and subject to

Section 5 of the Settlement Agreement, any and all past, present or future claims,

actions, rights, damages, losses, equities, debts, notes, contracts, agreements,

obligations, duties, causes of action, suits, demands, costs, expenses, matters or

issues (whether known or unknown, contingent or absolute, accrued or unaccrued,

apparent or unapparent) that have been or could have been asserted by the

Derivative Plaintiff, the Class, the Class' beneficiaries, agents, representatives, or

29551036 v3 24

any other person acting or purporting to act on and member of the a Class

Plaintiff's behalf, whether representative or absent, or by the PCA, or by any

officer, director and/or member of the PCA acting or purporting to act on the

PCA's behalf, against Wells Fargo, REDUS, REDUS Properties, LandTech

Receiver Services, LLC, Peninsula LLC, PIM, OA-BP Marina Bay-Lakeside, LLC

("OA"), their present and former affiliates, subsidiaries, associates, agents,

employees, attorneys, insurers, advisors, heirs, executors, administrators,

successors and assigns, whether or not served with process and whether or not such

person(s) appeared in these Actions, that have arisen or could have arisen from any

of the acts, facts, transactions, occurrences, representations or omissions set forth,

alleged, or otherwise asserted in these Actions (the "Released Plaintiffs Claims"),

shall be individually and collectively compromised, settled, released, discharged

and dismissed with prejudice. Notwithstanding the foregoing, the following claims

are unconditionally preserved and are not in any way compromised, settled,

released, indemnified, discharged, dismissed and/or in any way otherwise affected:

any claims to enforce the terms and conditions of the Stipulation,

the Settlement itself, the Settlement Agreement executed simultaneously with this

Stipulation, any agreement relating to the Settlement and/or any claims, rights or

defenses in connection with any note, mortgage, security interest, or the like, in

any fashion, held by Wells Fargo, REDUS, REDUS Properties, their beneficiaries,

29551036 v3 25

agents, representatives, or any other person acting or purporting to act on their

behalf.

11. Upon the Final Judgment and Order becoming final and subject to

Section 5 of the Settlement Agreement, any and all past, present or future claims,

actions, rights, damages, losses, equities, debts, notes, contracts, agreements,

obligations, duties, causes of action, suits, demands, costs, expenses, matters or

issues (whether known or unknown, contingent or absolute, accrued or unaccrued,

apparent or unapparent) that have been or could have been asserted by the Bank

Parties, their beneficiaries, agents, representatives, or any other person acting or

purporting to act on their behalf against the PCA, the Class, or the Derivative

Plaintiff, and/or their respective present and former affiliates, associates, agents,

directors, officers, employees, attorneys, insurers, advisors, heirs, executors,

administrators, successors and assigns whether or not served with process and

whether or not such person(s) appeared in this Action, that have arisen or could

have arisen from any of the acts, facts, transactions, occurrences, representations or

omissions set forth, alleged, or otherwise asserted in this Action (individually, the

"Released Defendants' Claims", and together with the Released Plaintiffs Claims,

the "Released Claims"), shall be individually and collectively compromised,

settled, released, discharged and dismissed with prejudice. Notwithstanding the

foregoing, the following claims are unconditionally preserved and are in not any

29551036 v3 26

way compromised, settled, released, indemnified, discharged, dismissed and/or in

any way otherwise affected: any claims to enforce the terms and conditions of any

note, mortgage, security interest, or the like, in any fashion, held by Wells Fargo,

REDUS, REDUS Properties, their beneficiaries, agents, representatives, or any

other person acting or purporting to act on their behalf.

12. Neither this Stipulation nor any of the negotiations, statements,

transactions, or proceedings in connection with this Settlement shall constitute or

be construed as an admission by any of the Bank Parties of any fault, wrongdoing,

or liability whatsoever, or as an admission that the Representative Plaintiffs or the

Derivative Plaintiff, the PCA, or any member of the PCA has suffered any

damages, or as an admission by either the Representative Plaintiffs or the

Derivative Plaintiff of any lack of merit of their claims.

13. If the Court does not approve the Settlement or an appellate court

reverses, vacates or modifies the order approving the Settlement, then: (a) all

provisions of this Stipulation shall become null and void for all purposes, and all

negotiations, transactions and proceedings connected with it (i) shall be without

prejudice to the rights of any party to assert any claim or defense in these Actions,

(ii) shall not be deemed or construed as evidence or an admission by any party of

any fact, matter, or thing, (iii) shall not be admissible in evidence or used in any

subsequent proceedings in these Actions or any other action or proceeding; (b) no

29551036 v3 27

party shall be entitled to reimbursement from any other party for notification costs;

and (c) nothing herein shall be deemed to foreclose any argument or claim that any

member of the Class might assert if the Settlement is not approved.

14. The obligations of the Bank Parties under this Stipulation, other than

the Bank Parties' obligation to pay all costs incurred with providing notice of the

proposed Settlement in the first instance, are conditioned upon the entry of the

Final Judgment and Order and all transactions preparatory or incident thereto.

Notwithstanding anything in this Stipulation to the contrary, the effectiveness of

the releases relating to the settled claims and the other obligations of the

Representative Plaintiffs, the Derivative Plaintiffs, and the Bank Parties under the

Settlement shall not be conditioned upon or subject to the resolution of any appeal

from the Court of Chancery's entry of the Final Order and Judgment that relates

solely to the issue of Lead Plaintiffs' Counsel's application for an award of

attorneys' fees and/or reimbursement of costs and expenses.

15. The Court may consider and rule upon the fairness, reasonableness,

and adequacy of the Settlement independently of any award of attorneys' fees or

expenses requested by Lead Plaintiffs' Counsel.

16. The Stipulation and its exhibits shall be deemed to have been

mutually prepared by the settling parties and shall not be construed against any of

them by reason of authorship.

29551036 v3 28

17. The determination of all disputed questions of law and fact relating to

the Settlement shall be under the authority of the Court.

18. Without further order of the Court, the parties may agree to reasonable

extensions of time to carry out any of the provisions of this Stipulation.

19. This Stipulation shall be deemed effective only (a) upon execution by

all parties to this Stipulation, and (b) the simultaneous execution of

the Settlement Agreement by all parties to such agreement. This Stipulation may

be amended or any of its provisions waived only by a writing executed by all

parties hereto, or their lawful successors or assigns.

20. Any failure by any party to insist upon the strict performance by any

other party of any of the provisions of this Stipulation shall not be deemed a waiver

of any of the provisions hereof, and such party, notwithstanding such failure, shall

have the right thereafter to insist upon the strict performance of any and all of the

provisions of this Stipulation.

21. This Stipulation shall be construed and enforced in accordance with

the laws of the State of Delaware, without regard to the conflicts of law provisions

thereof. Any action to enforce, construe or challenge any provision of this

Stipulation shall be filed exclusively in the Delaware Court of Chancery.

22. The parties and their attorneys agree to cooperate fully with one

another in seeking the Court's approval of this Stipulation and Settlement, and to

29551036 v3 29

use their best efforts to effect, as promptly as practicable, the consummation of the

Settlement and the dismissal of the Action. All parties shall execute any documents

reasonably necessary and required to effectuate the terms of

this Stipulation and Settlement.

23. This Stipulation may be executed in counterparts and all counterparts

so executed shall together be deemed to constitute one complete agreement, and

each such counterpart shall be deemed to be an original. Facsimile copies of this

Stipulation and the signatures of the parties hereto shall be deemed to be originals.

24. The exhibits to this Stipulation constitute an integral part of the

Stipulation.

25. This Stipulation shall be binding upon and inure to the benefit of the

parties hereto and their respective successors and assigns.

26. The Representative Plaintiffs, the Derivative Plaintiff, and their

counsel agree they will not either among themselves or in concert with anyone

else, issue any press release or affirmatively seek any publicity relating to this

Settlement (except to the extent necessary to give binding effect to the settlement).

Moreover, if any party (or their representatives) receives any inquiry from any

third party or the media or press relating to this Stipulation or the Settlement, they

shall disclose only that the Action has settled and refer such third party to counsel

for the Representative Plaintiffs and counsel may respond to such third party

29551036 v3 30

inquiries and/or refer the third party to the Court file and/or the Stipulation, but not

in a way that encourages publicity to the general public. The parties acknowledge

and agree that there is no adequate remedy at law with respect to the enforcement

of this anti-publicity provision. Therefore, the parties agree that upon the unlikely

violation of such provision, the non-violating party is entitled to immediate and

permanent injunctive relief to enforce the provisions of this paragraph.

27. Each of the attorneys executing this Stipulation on behalf of one or

more parties hereto (“Client(s)”) warrants and represents that he or she has (a)

reviewed the contents of this Stipulation with their respective Client(s) and such

Client(s) fully understand the terms of this Stipulation and their Client(s) agree to

be bound by all terms of this Stipulation and (b) been duly authorized and

empowered to execute this Stipulation on behalf of each such Client(s).

DATED: May 12, 2017 Respectfully submitted,

The Law Office of Robert J. Valihura, Jr.

/s/ Robert J. Valihura, Jr.Robert J. Valihura, Jr. (#2638)3704 Kennett Pike, Suite 200Greenville, DE 19807

Counsel for James W. Williams, IV andDefendants/Counterclaim Plaintiffs Deb Putt,Neal Mayer and Charles Burrall

and

McCarter & English LLP

/s/ David WhiteDavid White (# 2644)Renaissance Centre405 N. King Street8th FloorWilmington, DE 19801(302) 984-6300

and

Michael Leo Hall

29551036 v3 31

Marks, O'Neill, O'Brien, Doherty & Kelly, P.C.

/s/ Michael F. DugganMichael F. Duggan (#3269)300 Delaware Ave, Suite 900Wilmington, DE 19801

Counsel for Defendants/Counterclaim PlaintiffJohn Shanaphy

and

Whiteford, Taylor & Preston, LLC

/s/ Chad J. TomsChad J. Toms, Esq. (#4155)The Renaissance Centre405 N. King St., Suite 500Wilmington, DE 19801-3700

Attorneys for Defendants/CounterclaimPlaintiffs Don Dieringer, John Gee, DavidHarrod and Marc Stanley

Burr & Forman LLP420 North 20th StreetSuite 3100Birmingham, AL 35203(205) 251-3000

Attorney for Plaintiffs, CounterclaimDefendants, and Derivative Defendants