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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-VCS DON 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, )

EFiled: May 12 2017 03:03PM EDT Transaction ID 60597270

Case No. Multi-Case

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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.

II. The Contract

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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 with

Verizon Services Corp. ("Verizon"), is 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,

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

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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 the

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

from the Contract Price.

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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 Fargo

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

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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 to reduce the Contract

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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 Order dated

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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 went

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

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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.

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

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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.

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

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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 Services

Contract, Marketing Agreement, and the Private Easement would be assigned to the

PCA.

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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 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

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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

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

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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.

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

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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 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

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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 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

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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").

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.

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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 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

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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, 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

29551036 v3 25

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 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.

29551036 v3 26

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

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

29551036 v3 27

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.

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.

29551036 v3 28

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 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.

29551036 v3 29

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 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

29551036 v3 30

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 200 Greenville, DE 19807 Counsel for James W. Williams, IV and Defendants/Counterclaim Plaintiffs Deb Putt, Neal Mayer and Charles Burrall

and

McCarter & English LLP /s/ David White David White (# 2644) Renaissance Centre 405 N. King Street 8th Floor Wilmington, DE 19801 (302) 984-6300 and Michael Leo Hall Burr & Forman LLP 420 North 20th Street Suite 3100 Birmingham, AL 35203 (205) 251-3000

29551036 v3 31

Marks, O'Neill, O'Brien, Doherty & Kelly, P.C. /s/ Michael F. Duggan Michael F. Duggan (#3269) 300 Delaware Ave, Suite 900 Wilmington, DE 19801 Counsel for Defendants/Counterclaim Plaintiff John Shanaphy and Whiteford, Taylor & Preston, LLC /s/ Chad J. Toms Chad J. Toms, Esq. (#4155) The Renaissance Centre 405 N. King St., Suite 500 Wilmington, DE 19801-3700 Attorneys for Defendants/Counterclaim Plaintiffs Don Dieringer, John Gee, David Harrod and Marc Stanley

Attorney for Plaintiffs, Counterclaim Defendants, and Derivative Defendants