Class Action Settlement Agreement

CLASS ACTION SETTLEMENT AGREEMENT

This Class Action Settlement Agreement (“Agreement”) is entered into as of March 9, 2020 (the “Execution Date”) by and among the Class Action Settling Parties as defined below. Capitalized terms used herein are defined in Section II of this Agreement or indicated in parentheses elsewhere in this Agreement.

I. FACTUAL REPRESENTATIONS

1.1 On or about July 21, 2017, Maui Peaks Corporation filed the Class Action against Transbay Joint Powers Authority (“TJPA”), Mission Street Development LLC (“MSD”), and Mission Street Holding LLC (“MSH”) on behalf of themselves and other owners of residential units in the Millennium Tower alleging causes of action relating to Plaintiffs’ allegations concerning, inter alia, the movement and tilt of Millennium Tower;

1.2 On September 14, 2017 Maui Peaks Corporation and NGMII LLC filed a First Amended Class Action Complaint in the Class Action against MSD, MSH and TJPA;

1.3 On or about January 5, 2018, Maui Peaks Corporation and NGMII LLC filed a Second Amended Class Action Complaint in the Class Action against MSD, MSH and TJPA;

1.4 On or about July 17, 2019, NGMII LLC and Ian Kao filed a Third Amended Class Action Complaint in the Class Action alleging causes of action for failure to disclose and for deceptive business practices against MSD and MSH, and causes of action for, inter alia, express indemnity, specific performance, and declaratory relief against TJPA, and Maui Peaks Corporation asserted those same causes of action against the same defendants on its own behalf;

1.5 TJPA, MSD, and MSH have each denied liability for all causes of actions Plaintiffs have asserted against them in the Class Action and deny that Plaintiffs are entitled to any relief whatsoever as a result of those causes of action;

1.6 Beginning in the summer of 2016, various plaintiffs other than Plaintiffs filed complaints asserting causes of action against numerous defendants related to certain alleged construction defects associated with the Millennium Tower and movement and tilt of the Millennium Tower, complaints which, along with the Class Action, have been coordinated and/or consolidated under the case entitled, Laura S. Lehman v. Transbay Joint Powers Authority, et al., Case Number CGC- 16-553758 in the Superior Court of San Francisco;

1.7 In the Class Action and other cases that have been coordinated under the case entitled, Laura S. Lehman v. Transbay Joint Powers Authority, et al., Case Number CGC-16-553758, various defendants and cross-defendants have initiated cross-complaints regarding the Millennium Tower and Adjacent Properties, and various other parties have appeared as cross-defendants and cross-complainants;

1.8 All Settling Parties have been participating in a global mediation before a mediation team led by the Honorable Daniel Weinstein (Retired) that also includes the Honorable Ronald Sabraw (Retired), Gerald Kurland, Gard Holby, and Peter Kamminga to address all disputes between and among the Settling Parties concerning the Subject Action, including the Class Action;

1.9 These global mediation efforts have included numerous sessions with the mediation team, presentations by various parties and their experts, and extensive work between and among the Settling Parties;

1.10 The Settling Parties engaged in extensive discovery and the exchange of significant data and information necessary for the Class Action Settling Parties to evaluate Plaintiffs’ Claims and Plaintiffs have considered the possibility that they will be unable to prevail in the Class Action because they cannot establish a litigation class and/or prove liability, damages, or entitlement to equitable relief at trial on a class wide or individual basis;

1.11 As a result of the mediation efforts, the Class Action Settling Parties’ evaluation of information exchanged in connection with the mediation, and during discovery, and in order to avoid the risks and costs of continued litigation, the Class Action Settling Parties desire to resolve the Class Action between and among them finally and forever pursuant to the terms of this Agreement and the Global Settlement Agreement that together will result in the dismissal, with prejudice, of the Subject Action (except the Class Action), and entry of a final judgment in the Class Action providing for the Court to retain jurisdiction to enforce the terms of the judgment pursuant to California Rule of Court 3.769(h); and

1.12 The Class Action Settling Parties intend this Agreement to finalize the terms of their settlement and to resolve (a) the Subject Action; (b) the Released Matters that are the subject of the releases set forth in this Agreement and the Global Settlement Agreement; and (c) all of the Claims that have been brought or which could have been brought by the Settlement Class Members in this Class Action.

NOW THEREFORE, in consideration of the factual representations set forth above and the definitions, mutual promises and covenants set forth herein, the Class Action Settling Parties agree as follows:

II. DEFINITIONS

As used in this Agreement and the exhibits attached to this Agreement (which are an integral part of the Agreement and are incorporated into this Agreement by reference as if restated in full herein, including the Global Settlement Agreement, a copy of which is attached hereto as Exhibit A), the following terms shall have the meanings set forth below, unless this Agreement specifically provides otherwise. Other capitalized terms used in this Agreement but not defined in this Section II shall have the meanings ascribed to them elsewhere in this Agreement or in the Global Settlement Agreement. In the event of any conflict between this Agreement and the Global Settlement Agreement, the definitions provided in the Global Settlement Agreement shall control.

2.1 “Adjacent Properties” means each of the following properties and improvements thereon: (i) the Transbay Transit Center property (now known as the Salesforce Transit Center); (ii) the Salesforce Tower property located at 415 Mission Street; and (iii) the property located at 350 Mission Street (now known as Salesforce East) (collectively the “Adjacent Properties”).

2.2 “Administration Expenses” means reasonable fees and expenses the Class Action Settlement Administrator incurs performing the tasks outlined in this Agreement and the agreement retaining the Class Action Settlement Administrator’s services for this Agreement.

2.3 “Agreement” means this Class Action Settlement Agreement containing all terms, conditions, and exhibits which constitute the entire agreement between the Settlement Class Members and Settling Defendants.

2.4 “Application” means an application to be filed by Class Counsel by which they will seek a Final Approval Order approving this Agreement, as well as a Fee and Expense Award.

2.5 “Attorneys’ Fees and Expenses” means all attorneys’ fees and costs, expert fees and costs, investigative costs, and witness fees related to: (i) the Upgrade Plan; (ii) repairs of the Subject Property; (iii) the Subject Action; (iv) the mediation of the Subject Action (including fees and costs paid to the mediation team); (v) the negotiation and implementation of this Agreement, the Global Settlement Agreement, the Proceeds Agreement and other settlement documents; and (vi) any effort to obtain the Final Approval Order or to satisfy other conditions to settlement in this Agreement or the Global Settlement Agreement.

2.6 “CCSF” means the City and County of San Francisco, each of which is a Settling Party.

2.7 “City Conditions” means each of the following events that are express conditions precedent to the validity and enforceability of this Agreement and the Global Settlement Agreement: (a) Completion by the CCSF of its environmental review as required by CEQA, the completion of which occurred thorough the publication by the San Francisco Planning Commission of that certain written Mitigated Negative Declaration (“MND”) on December 27, 2019; (b) Approval of the Agreement and the Global Settlement Agreement by the CCSF Board of Supervisors (“CCSFBS”) by formal adoption of an Ordinance authorizing the Agreement and the Global Settlement Agreement followed by approval by the Mayor; (c) Approval by the CCSFBS by formal adoption of the Street Vacation Ordinance; (d) Approval by the CCSFBS by formal adoption of legislation, which, at the MTA’s request, will condition the conveyance of the City Easement on issuance of a final and effective building permit, authorizing the City Easement in substantially the same form as set forth in Exhibit 2 to the Global Settlement Agreement (“the City Easement”); and (e) Approval by the CCSFBS of the Trust Exchange Resolution.

2.8 “City Easement” means the easement agreement identified in Section 2.7 above. CCSF shall cause the City Easement to be recorded no later than five (5) calendar days after CCSF is dismissed from all Subject Actions to which it is a Party.

2.9 “Claim” or “Claims” means any and all past, present, and future rights, claims, cross- claims, class claims, suits, demands, liabilities, damages, losses, debts, obligations, dues, liens, actions, and causes of action of every kind or nature whatsoever, whether known or unknown, whether foreseen or unforeseen, whether vested or contingent, whether accrued or unaccrued, whether based on direct or secondary liability (including, without limitation, agency or alter ego), whether subrogated or unsubrogated, including, but not limited to: claims in law, equity, tort, by statute, in contract, warranty, equity, extra-contractual, and for breach of the duty of good faith and fair dealing, unfair settlement practices, strict liability, negligence (including, without limitation, gross and professional negligence), breach of contract, inverse condemnation, inconvenience, interference, nuisance, express indemnity, equitable indemnity, apportionment, contribution, subrogation, defense costs, alleged duties to provide insurance, punitive or exemplary damages, intentional conduct, malice, libel, slander, defamation, mental anguish, fraud,

3 misrepresentation, conspiracy to commit fraud, diminution in value, stigma, loss of use, loss of enjoyment, loss of business opportunity, damage to business reputation, lost profits or goodwill, consequential damages, special damages, general damages, personal property damage, real property damages, economic and non-economic damages, restitution, rescission, compensatory damages, interest, Attorney’s Fees and Expenses, other attorneys’ fees and expenses, costs of court, tax liabilities, penalties, and claims under any statute, state or federal constitution, common law or any other theory of recovery.

2.10 “Class Action” means the putative class action lawsuit styled as Maui Peaks Corporation, et al. v. Mission Street Development LLC, et al., Case No. CGC-17-560322, pending in the Superior Court of the State of California in and for the County of San Francisco, which is part of the “Subject Action,” and which is the subject of this Agreement.

2.11 “Class Action Escrow Agreement” means the agreement establishing the escrow account into which the Global Settlement Administrator shall deposit the Gross Class Settlement Proceeds for distribution by the Class Action Settlement Administrator.

2.12 “Class Action Settlement Administrator” means EPIQ Class Action and Claims Solutions, Inc. (“Epiq”), which, subject to Court approval, will perform those tasks as outlined in this Agreement and the separate agreement retaining the Class Action Settlement Administrator’s services for this Agreement.

2.13 “Class Counsel” means Daniel L. Rottinghaus of Berding & Weil LLP and Allan Steyer and D. Scott Macrae of Steyer Lowenthal Boodrookas Alvarez & Smith LLP.

2.14 “Class Notice” means, collectively, the notices of this Agreement in substantially the same form as set forth in Exhibit B (Long Form Notice) and Exhibit C (Short Form Notice) attached hereto, which, subject to approval by the Court, shall be disseminated to the Settlement Class Members in accordance with Section VII of this Agreement.

2.15 “Class Representatives” means Plaintiffs Maui Peaks Corporation, Ian Kao and NGMII LLC.

2.16 “Class Representative Service Award” means any award of money requested by the Class Representatives and approved by the Court to be paid to the Class Representatives as compensation for their service as Class Representatives.

2.17 “Class Action Settling Parties” means all Settlement Class Members and the Settling Defendants. “Class Action Settling Party” shall refer to any one of the Class Action Settling Parties.

2.18 “Class Settlement Payments” has the meaning set forth in Section 6.7.

2.19 “Court” means the Superior Court of the State of California for the County of San Francisco.

2.20 “Defendants” mean Transbay Joint Powers Authority (“TJPA”), Mission Street Development LLC (“MSD”), and Mission Street Holdings LLC (“MSH”).

2.21 “Effective Date” means the day all of the conditions in Section 6.2 below are satisfied. In no event, shall the Effective Date be earlier than May 31, 2020.

2.22 “Environmental Review” means environmental review of the Upgrade Plan under the California Environmental Quality Act (“CEQA”) (California Public Resources Code Sections 21000 et seq.), the CEQA Guidelines (California Code of Regulations, Title 14, Sections 15000 et seq.), and Chapter 31 of the San Francisco Administrative Code.

2.23 “Fee and Expense Award” means the attorneys’ fees and reimbursement of expenses, awarded by the Court to Class Counsel for all the past, present, and future attorneys’ fees, expenses (including court costs), and disbursements, inclusive of Attorneys’ Fees and Expenses, incurred by Class Counsel and their experts, staff, and consultants in connection with the Class Action.

2.24 “Final Approval Hearing” means the final hearing(s) to be conducted by the Court on such date(s) as the Court may order to determine the fairness, adequacy, and reasonableness of the settlement contemplated by this Agreement in accordance with applicable jurisprudence, to be held after notice has been provided to the Settlement Class Members in accordance with this Agreement and any Court order, and where the Court will: (a) determine whether to grant final approval to the certification of the settlement class; (b) determine whether to issue a Final Approval Order approving the Agreement; (c) rule on Class Counsel’s application for a Fee and Expense Award; (d) consider whether to enter the Final Approval Order; and (e) rule on other matters that are necessary to effectuate this Agreement.

2.25 “Final Approval Order” means an order to be entered by the Court, providing, among other things, (a) certification of the class; (b) final approval of the Agreement, including settlement of the Claims and cross-claims and approval of the Releases contained herein and the releases contained in the Global Settlement Agreement; (c)dismissal with prejudice of the cross-complaints which any Settling Defendants have asserted arising from the Class Action; and (d) entry of final judgment with respect thereto for which the Court will retain jurisdiction to enforce the terms of the judgment under California Rule of Court 3.769(h).

2.26 “Global Settlement Administrator” means CitiBank, N.A., who will perform certain tasks as outlined in the Global Settlement Agreement.

2.27 “Global Settlement Agreement” means the Global Settlement Agreement set forth as Exhibit A.

2.28 “Gross Class Settlement Proceeds” means the total amount of $29,844,000 from which the Class Action Settlement Administrator will distribute to the Settlement Class Members, as provided herein, to settle this Class Action, inclusive of any Fee and Expense Award, any other award of Attorney’s Fees and Expenses, any Class Representative Service Award, and Administrative Expenses. Gross Class Settlement Proceeds are a subset of the Global Settlement Proceeds, and shall be funded exclusively from the Global Settlement Proceeds. The existence of any Fee and Expense Award, other award of Attorney’s Fees and Expenses, Class Representative Service Award, or Administrative Expenses shall not increase in any way the amount of Gross Class Settlement Proceeds payable under this Agreement and all expenses of the Class Action Settlement Administrator shall be paid from the Gross Class Settlement Proceeds.

2.29 “Motion for Preliminary Approval of Settlement” means the motion, to be filed by the Class Representatives, seeking entry by the Court of the Preliminary Approval Order, and includes all supporting papers.

2.30 “MTA” means the Millennium Tower Association, a Settling Party herein.

2.31 “Notice Date” means the date on which the Class Action Settlement Administrator disseminates the Class Notice consistent with the Preliminary Approval Order. The Notice Date shall be no later than seven (7) calendar days after the Court’s entry of the Preliminary Approval Order.

2.32 “Notice Plan” means the notice plan, developed by the Class Action Settlement Administrator and approved by the Court, to notify the Settlement Class Members of the Class Notice and to command the Settlement Class Members’ attention to their rights under the Agreement as provided in Section VII and elsewhere in this Agreement.

2.33 “Objection” means an objection properly filed with the Court in conformance with the terms of the Preliminary Approval Order by a Settlement Class Member, objecting to any aspect of the Agreement.

2.34 “Objection Deadline” means the last date on which a Settlement Class Member may submit a written objection to the Agreement or any aspect thereof, and/or the request of Class Counsel for fees and reimbursement of their costs and expenses. The Objection Deadline will be forty-five (45) calendar days after the Notice Date, or such other date as the Court may set. Any written objection must be mailed to the Class Action Settlement Administrator and postmarked no later than the Objection Deadline.

2.35 “Opt Out(s)” means a request by a Class Member to be excluded from the settlement class by following the procedures set forth in the Preliminary Approval Order and the Class Notice.

2.36 “Opt Out Deadline” means forty-five (45) calendar days after the Notice Date, or such other date as the Court may set. Any Request for Exclusion under Section 9.3 must be postmarked no later than the Opt Out Deadline.

2.37 “Opt Out Limit” means a numerical limit on the number of Opt Outs permitted, which has been separately agreed to by the Class Action Settling Parties in accordance with this Agreement upon which such number being exceeded each Settling Defendant’s termination rights under Section 9.5 below and Section 4.3 of the Global Settlement Agreement shall vest. The Opt Out Limit will be confidentially disclosed to the Court should it be exceeded or should the Court request it as part of the Class Action Settlement Approval process.

2.38 “Parties” (or “Party” individually) means Plaintiffs and Settling Defendants.

2.39 “Person” means any natural person, corporation, partnership, business organization or association, or other type of legal entity.

2.40 “Plaintiffs” means Maui Peaks Corporation, Ian Kao, and NGMII LLC.

2.41 “Preliminary Approval Order” means an order to be issued by the Court granting, among other things, preliminary approval of the Agreement. A proposed order is attached as Exhibit D.

2.42 “Related Persons and Entities” shall refer to a Settling Party’s past, present and future: parent companies, divisions, subsidiaries, affiliates, related corporations and entities, alter egos, members, managers, directors, officers, board members, contract professionals, employees, agents, insurers of every type (including but not limited to primary, excess, and umbrella, comprehensive general liability, professional liability, and other types of insurers, risk financing entities, carriers, sureties, reinsurers, or retrocessionaires), attorneys, experts, lenders, designers, lienholders, mortgagees, predecessors, partners, joint venturers, legal representatives, heirs, administrators, trustors, trustees, beneficiaries, assigns, successors, legal and/or equitable owners, or any other successors in interest of any type or character whatsoever, transferees, future unit owners, contractors, subcontractors, architects, engineers, subconsultants and suppliers of any tier including but not limited to any person or entity insured under one or more of the contractor controlled insurance program (“CCIP”) policies procured in connection with construction of the Subject Property and/or any person or entity insured under one or more of the CCIP policies procured in connection with construction of the Salesforce Tower project (including, but not limited to, the enrollees identified in Exhibit 4 to the Global Settlement Agreement incorporated herein). For former and current owners of units in the Subject Property, Related Persons and Entities shall also include co-owners, and any person with a legal and/or equitable ownership in a unit, spouses and other family members of owners, family trusts, tenants (including but not limited to, sub-tenants, co-tenants, and tenants in common) licensees, and occupants of a Settling Party. Notwithstanding anything in this Global Settlement Agreement to the contrary, the Upgrade Contractor and Upgrade Design Professional are not a Settling Party or a Related Person or Entity for or with respect to any act or omission with respect to the Upgrade. For avoidance of doubt, any future: contractors, subcontractors, architects, engineers, consultants, subconsultants, and suppliers of any tier retained by or on behalf of MTA or MSD, with respect to the Upgrade, Upgrade Construction Activities or the Upgrade Plan do not fall within the definition of Related Persons or Entities with respect to that work. For avoidance of doubt, any future: contractors, subcontractors, architects, engineers, consultants, subconsultants, and suppliers of any tier retained by or on behalf of MTA or Unit Holders with respect to Non-Upgrade Repairs, or other maintenance, repair, or construction activities at the Subject Property do not fall within the definition of Related Persons or Entities with respect to that work.

2.43 “Release” means collectively all releases included in this Agreement and the incorporated Global Settlement Agreement.

2.44 “Released Matters” means the Subject Action Claims and the Upgrade-Related Claims but not including:

(1) any subsequent Claims to enforce the terms of this Agreement or the Global Settlement Agreement;

(2) any Claims relating to the indemnity obligations set forth in this Agreement or Section 7.12 and 7.16 of the Global Settlement Agreement;

(3) the Assigned Claims, as defined in Section 11.4 of this Agreement and Section 7.4 of the Global Settlement Agreement;

(4) Claims that the MTA retains as provided for in Section 11.5 of this Agreement and Section 7.5 of the Global Settlement Agreement;

(5) Claims that the Unit Holders retain as provided for in Section 11.6 of this Agreement and Section 7.6 of the Global Settlement Agreement;

(6) Claims that the Adjacent Property Owners retain, as provided for in Section 11.7 of this Agreement and Section 7.7 of the Global Settlement Agreement;

(7) Claims that are within the Exception as to Governmental Functions, as provided for in Section 11.8 of this Class Action Settlement Agreement and Section 7.8 of the Global Settlement Agreement;

(8) Any claims for reimbursement of defense fees and costs, against an insurance company or risk financing entity allegedly owed pursuant to additional insured coverage. This exception does not include claims for reimbursement of any portion of the Global Settlement Proceeds against an insurance company or risk financing entity allegedly owed pursuant to additional insured obligations, which are satisfied and released pursuant to the Agreement. Further, this exception does not apply to any claims for defense fees and costs by or against a CCIP;

(9) Any claims for reimbursement solely regarding payments toward the Global Settlement Proceeds made by insurers or risk financing entities of a named insured for equitable indemnity, equitable contribution, or equitable subrogation against other insurers of the same insured. This exception does not include claims for additional insured indemnity obligations or payments from Millennium Tower CCIP insurers; and

(10) Claims that are provided for in Section 11.17 of this Class Action Settlement Agreement or Section 7.17 of the Global Settlement Agreement.

The exceptions set forth in 2.44(8) and 2.44(9) above shall not apply to TJPA’s carriers or risk financing entities, SDRMA and Evanston, as to which such claims are fully released, which release concerns solely the obligations under those policies or liability coverage agreements, including additional insured and additional covered party endorsements and certificates, issued by SDRMA and Evanston to TJPA and MSD. Likewise, SDRMA and Evanston, fully release all insurers and Parties to this Class Action Settlement Agreement for any claims relating to or arising out of any settlement payment made by SDRMA and Evanston for any monies paid on behalf of TJPA.

The exclusion of any matter from the Released Matters does not suggest that any carved-out claim has merit and all parties retain their rights and defenses as to those claims.

2.45 “Released Parties” means the Settling Parties and the Related Persons and Entities.

2.46 “Request for Exclusion” means the form attached hereto as Exhibit E.

2.47 “Settlement Class Members” means the proposed Class Representatives and all individuals and entities who (1) own one or more condominium units in The Millennium Tower, that they purchased prior to May 10, 2016; (2) purchased one or more condominium units in The Millennium Tower prior to May 10, 2016 and sold such unit or units after May 10, 2016; or (3) as of [the Notice Date], own one or more condominium units in The Millennium Tower, that they purchased after May 10, 2016, who have not filed an individual action against one or more of the Defendants regarding The Millennium Tower and who do not exclude themselves from the Settlement Class in the manner and time prescribed by the Court in the Preliminary Approval Order. All Settlement Class Members are Class Action Settling Parties subject to all the terms and conditions of this Agreement, including, but not limited to, the Releases. Settlement Class Members excludes the Developer Defendants, TJPA, and the officers and directors and employees of the Developer Defendants and TJPA, as well as their families and also excludes the named plaintiffs named in the cases within the Subject Actions (excluding this Class Action) who have asserted causes of action against TJPA and/or the Developer Defendants.

2.48 “Settling Defendants” means all defendants, cross-defendants, and signatories to the Global Settlement Agreement as shown on Exhibit 1.b to the Global Settlement Agreement. The Settling Defendants are also signatories to this Agreement.

2.49 “Settling Parties” shall have the same definition as provided in the Global Settlement Agreement.

2.50 “Street Vacation Ordinance” means a CCSFBS ordinance ordering the vacation of the sidewalk portion of streets on the south side of Mission Street at the intersection of Mission and Fremont Streets and on the east side of Fremont Street at the same intersection in substantially the same form as Exhibit 8 to the Global Settlement Agreement.

2.51 “Subject Action(s)” means collectively each and every action listed in Exhibit 5 to the Global Settlement Agreement, be they actions in the Superior Court, federal court, or any other alternative dispute resolution forum.

2.52 “Subject Action Claims” means any and all Claims that any Settling Party and Related Persons and Entities may have, ever had, now has, or may hereafter have related to or arising out of: (a) movement (including, but not limited to, vertical settlement and tilt) of the Subject Property; (b) the performance, original design or construction of the Subject Property including the design or manufacture of any component parts, or any damage, defects, conditions or loss to or use of the Subject Property, whether patent or latent, including, without limitation, any claimed non- conforming or defective conditions or repairs or violations of statutory standards for residential construction; (c) the sale, lease, or transfer of any rights in the Subject Property, including, but not limited to, the sale, lease, or transfer of any units in the Subject Property; and/or (d) all Claims and cross-claims that have been or could have been asserted in the Subject Action related to the Subject Property. Notwithstanding the foregoing or anything else in this Agreement or the Global Settlement Agreement, Subject Action Claims do not include Claims preserved by Sections 1.30, 7.4, 7.5, 7.6, 7.7, and 7.17 of the Global Settlement Agreement or corresponding provisions of this Agreement.

2.53 “Subject Property” means the entire Millennium Tower development, including, but not limited to, the real property located at 301 Mission Street, San Francisco, California 94105, and all improvements thereon and appurtenant thereto and thereunder; the Millennium Tower (i.e., the tower itself); the podium structure; the basement; the piles; the mid-rise structure; the parking areas (including the parking garage); common areas; fixtures; personal property that at any time was located at the Subject Property; commercial areas; utilities; individual residential units; and all land.

2.54 “Third Amended Class Action Complaint” means the Third Amended Class Action Complaint filed by Plaintiffs in this Action on or about July 17, 2019.

2.55 “Trust Exchange Resolution” means a CCSFBS resolution approving the removal of the Public Trust for commerce, navigation, and fisheries imposed by the Burton Act on portions of streets on the south side of Mission Street at the intersection of Mission and Fremont Streets and on the east side of Fremont Street at the same intersection as well as other areas on Mission, Fremont, and Beale Streets and the addition of the Public Trust on certain streets near Fisherman’s Wharf, as set forth in substantially the same form as Exhibit 9 to the Global Settlement Agreement.

2.56 “Upgrade” means work that has been performed, and is to be performed, as part of the Upgrade Plan.

2.57 “Upgrade Related Claim(s)” means except as provided below, (a) any and all Claims that any Settling Party or Related Persons and Entities may have, ever had, now has, or may hereafter have which allegedly arise out of or relate to the design, engineering, construction, or performance or non-performance of the Upgrade, the Upgrade Plan and the Upgrade Construction Activities including, but not limited to, claims for economic damages, non-economic damages, property damage, diminution in value, stigma, loss of use, distress, bad faith, attorneys’ fees, expert fees, repair costs, investigative costs, and any other acts or omissions, conduct or damage of every kind and nature whatsoever; and (b) any and all Claims related to inconvenience, interference, nuisance, or other claims based on alleged impacts on use or enjoyment of the Subject Property. Notwithstanding the foregoing or anything else in this Agreement or the Global Settlement Agreement, certain Upgrade-Related Claims are not released by this Agreement, and are instead expressly reserved by Sections 2.44, 11.4, 11.5, 11.6 and 11.7 of this Agreement and Sections 1.30, 7.4, 7.5, 7.6, and 7.7 of the Global Settlement Agreement.

2.58 “Upgrade Construction Activities” means and is limited to action taken by any person or entity in connection with designing, planning, coordinating, constructing, providing material or services for, or otherwise participating in implementing the Upgrade Plan.

2.59 “Upgrade Plan” means the plan for the perimeter pile upgrade being undertaken on behalf of the MTA as a voluntary seismic upgrade and foundation stabilization for the Subject Property (City and County of San Francisco, Department of Building Inspection (“SFDBI”) Permit No. 2018.12.04.7402), and the associated shoring and excavation design (SFDBI Permit No. 2018.12.07.7819) and indicator pile program (SFDBI Permit No. 2018.12.07.7828), and includes all designs, drawings, and plans prepared for the Upgrade and available with SFDBI.

2.60 “Unit Holder” means (1) the owner of any individual unit or combination of units in the Subject Property that is a plaintiff, cross-complainant, or a Settlement Class Member in any case within the Subject Action; and (2) any other person or entity who, as of the Execution Date of the Global Settlement Agreement , claims any interest, whether legal or equitable, in the title of one or more residential or commercial unit in the Subject Property owned by another, including, but not limited to, predecessors, successors, assigns, lessees, sublessees, trustees, beneficiaries, or devisees of such person or entity. For the avoidance of any doubt, Unit Holder does not include the MTA.

III. GLOBAL SETTLEMENT AGREEMENT

3.1 The Class Action Settling Parties intend to incorporate by reference as if restated in full herein the Global Settlement Agreement. By doing so, the Class Action Settling Parties intend to make the terms of the Global Settlement Agreement terms of this Agreement and binding to the same degree. The Class Action Settling Parties further acknowledge that the Global Settlement Agreement includes certain conditions that must be satisfied before the rights and obligations of the Settling Parties vest and which, if unsatisfied, may void the Global Settlement Agreement. The Class Action Settling Parties acknowledge that those incorporated conditions apply in equal effect to this Agreement such that those conditions must be satisfied before the rights and obligations of the Parties to this Agreement vest and which, if unsatisfied, may void this Agreement.

IV. CONDITIONAL CERTIFICATION OF THE SETTLEMENT CLASS

4.1 The Settling Defendants hereby consent, solely for the purposes of the Agreement set forth herein, to the certification of the settlement class and the appointment of Daniel L. Rottinghaus of Berding & Weil LLP and Allan Steyer and D. Scott Macrae of Steyer Lowenthal Boodrookas Alvarez & Smith LLP as counsel for the Settlement Class Members, and Maui Peaks Corporation, Ian Kao and NGMII LLC as representatives of the Settlement Class Members. If, however, (a) this Agreement fails to receive Court approval or otherwise fails to become effective, including, but not limited to, the judgment not becoming final as provided for in this Agreement, (b) one or more conditions to the Global Settlement Agreement or this Agreement are not satisfied (c) this Agreement or the Global Settlement Agreement is terminated by right by any Class Action Settling Party or Settling Party or (d) fails for any other reason, then, the Settling Parties shall return to their positions as of June 27, 2019, to object to the propriety of class certification in all other contexts and for all other purposes, and the Class Action will continue as if the settlement class had never been certified, with all Settling Parties maintaining any and all rights and defenses they had before the Execution Date. The settlement of this Class Action, or the fact that the Settling Defendants conditionally consent herein to certification of the settlement class shall not be used against the Settling Defendants by any Settling Party or non-party for any purpose in this Class Action or any other action, litigation, lawsuit, or proceeding of any kind whatsoever.

V. REQUIRED EVENTS

5.1 The Class Representatives shall file in the Class Action this Agreement and a motion seeking entry of the Preliminary Approval Order, which order shall by its terms accomplish all the following:

(a) Preliminarily approve this Agreement as fair, reasonable and adequate to Class Members;

(b) Conditionally certify this putative Class Action as a class action for Class Members for purposes of effectuating the Agreement;

(d) Designate Class Counsel as counsel for the Settlement Class Members;

(e) Approve the retention of the Class Action Settlement Administrator and require the Class Representatives and the MTA to provide the Class Action Settlement Administrator with each Class Members’ last known mailing address and email address and instruct the Class Action Settlement Administrator to perform the following functions:

(i) Process Opt Out requests in accordance with Section IX of this Agreement;

(ii) Process Objections to the Agreement in accordance with Section IX of this Agreement;

(iii) Work with the Global Settlement Administrator to ensure (a) the escrow account established by the Class Action Escrow Agreement receives the Gross Class Settlement Proceeds, (b) the Class Settlement Payments to the Settlement Class Members are processed and distributed in accordance with this Agreement, and (c) any other payments required under this Agreement are made in accordance with this Agreement; and

(iv) Report on IRS Form 1099 or other appropriate tax reporting forms: (a) all amounts paid to Settlement Class Members and the Class Representatives; and (b) the Fee and Expense Award, if any, and any other attorneys’ fees award described herein and paid to Class Counsel, in accordance with Section VIII.

(f) Approve the form, contents, and method of notice to be given to Settlement Class Members as set forth in Section VII of this Agreement, and direct the Class Action Settlement Administrator to provide, and cause to be provided, such notice and to file with the Court a declaration of compliance with those notice requirements, as set forth in Section VII of this Agreement.

(g) Set a date for the Final Approval Hearing.

VI. SETTLEMENT CONSIDERATION

6.1 Gross Class Settlement Proceeds.

(a) In accordance with the Global Settlement Agreement, the Paying Settling Parties, TJPA, and/or their insurers or risk financing entities, shall contribute the Global Settlement Proceeds to the Global Settlement Administrator within thirty (30) calendar days after the Effective Date. Upon the full funding of the Global Settlement Proceeds, the Global Settlement Administrator shall then pay the Gross Class Settlement Proceeds to the Class Action Settlement Administrator as soon as reasonably practicable. The Gross Class Settlement Proceeds shall be deposited by the Class Action Settlement Administrator into the escrow account established by the Class Action Escrow Agreement.

(b) The Class Action Settling Parties agree to treat the Gross Class Settlement Proceeds as being at all times a “qualified settlement fund” within the meaning of Treas. Reg. § 1.468B-1 and to refrain from taking any action inconsistent with such treatment. For the purpose of § 486B of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, the “administrator” shall be the Class Action Settlement Administrator and shall promptly take all steps necessary so that the Gross Class Settlement Proceeds qualify as a “qualified settlement fund” within the meaning of Treas. Reg. § 1,468B-1.

(c) The Paying Settling Parties and TJPA shall have no obligation to distribute the Gross Class Settlement Proceeds to Settlement Class Members. The Settlement Class Members acknowledge that each Paying Settling Party or TJPA satisfy each of its respective obligations once each Paying Settling Party, TJPA, and/or their insurers or risk financing makes its full payment to the escrow account managed by the Global Settlement Administrator. The Class Action Settlement Administrator shall be solely responsible for making any disbursements to Settlement Class Members as required by the Court or this Agreement.

6.2 Conditions To Settlement. The Class Action Settling Parties agree that this Agreement, and the settlement releases and waivers contemplated thereunder, will be contingent upon, and no Settling Party or any contributing insurer or risk financing entity shall be obligated to make any payments unless and until each and every one of the following conditions are satisfied:

(a) all Parties identified in Exhibit F of this Agreement have signed this Agreement, and all Parties identified in Exhibits 1.a and 1.b to the Global Settlement Agreement have executed the Global Settlement Agreement, and as necessary, the Proceeds Agreement, other agreements referenced herein or in the Global Settlement Agreement, and the Services and Funding Agreement within forty-two (42) calendar days of the Execution Date. All parties shall provide notice of their signatures pursuant to Section 14.16 of this Agreement and Section 11.18 of the Global Settlement Agreement. For purposes of this condition Section 6.2(a) only, TJPA’s and CCSF’s signature as to form to present this Agreement and the Global Settlement Agreement to their respective boards shall be deemed to satisfy this condition, but such signatures shall not satisfy Sections 6.2(g) or Section 6.2(h);

(b) the Court in the Class Action enters the Preliminary Approval Order;

(c) the Opt Out Limit is not reached or is reached and no Settling Defendant timely exercises its termination rights under Section 9.5 of this Agreement or Section 4.3 of the Global Settlement Agreement;

(d) the Court in the Class Action enters the Final Approval Order and enters final judgement in the Class Action;

(e) expiration of the time;

(i) to appeal or seek review in California appellate court of last resort of the Final Approval Order or a judgment entered in the Class Action; and

(ii) to bring a motion under California Code of Civil Procedure Section 663 challenging the class judgment resulting from Final Approval Order and/or an appeal from any denial of any such Section 663 motion;

(f) should an appeal be taken, a petition for review sought, or a California Code of Civil Procedure Section 663 motion be filed challenging the Final Approval Order and/or class judgment within the times required by condition (e), then (i) when the California court of last resort either dismisses such appeal, petition, or motion and/or rules on such appeal, petition, or motion in a manner that affirms or validates the Final Approval Order and class judgment and that ruling becomes final, or (ii) should no appeal be taken, no petition for review sought, and no California Code of Civil Procedure Section 663 motion be filed challenging the Final Approval Order and/or judgment entered in the Class Action within the times required by condition (e), this condition will be deemed satisfied;

(g) completion and satisfaction of each of the City Conditions listed in Section 2.7 of this Agreement and Section 1.6 of the Global Settlement Agreement;

(h) approval of this Agreement and the Global Settlement Agreement by the Board of Directors for the TJPA followed by execution by an authorized representative;

(i) no Settling Party exercises any contractually provided termination rights as set forth in this Agreement, the Proceeds Agreement or the Global Settlement Agreement, as applicable, within the time allowed to do so;

(j) all conditions in Section 2.42 of the Global Settlement Agreement have been satisfied and the Services and Funding Agreement and the Construction Contract have been executed;

(k) no new litigation is commenced against any Settling Defendant regarding the Millennium Tower before all other conditions under this Section 6.2 and Section 3.3 of the Global Settlement Agreement are satisfied.

If any of these conditions fails to be satisfied, this Agreement and the Global Settlement Agreement and any agreement it is incorporated into shall be terminated and the terms of Sections 9.5 of this

Agreement and Sections 4.3, 4.4 and 11.2 of the Global Settlement Agreement shall apply. A challenge solely to fees or expense reimbursements to Class Counsel shall not affect the finality of this Agreement or the Global Settlement Agreement and the settlement contemplated hereunder. The Parties agree to expedite any appeals taken from the judgment or Final Approval Order, including, but not limited to, filing a motion immediately but not more than ten (10) calendar days after service of notice of the appeal asking the Court of Appeal to expedite the appeal.

6.3 Hernandez Occurrence. In the event that: (1) all other conditions in Section 6.2 excluding Sections 6.2(e), 6.2(f) and 6.2(k) are satisfied, and (2) no person or entity has formally intervened in the trial court prior to the entry of the Final Approval Order and class judgment, and (3) no person or entity has brought a timely motion under California Code of Civil Procedure Section 663 to challenge the Final Approval Order or class judgment (collectively the “Hernandez Occurrence”), then for the funding obligations of Section 3.1 of the Global Settlement Agreement and Section 6.1 of this Agreement as to the Paying Settling Parties, TJPA, and/or their respective insurers or risk financing entities on their respective behalves, the Effective Date will be deemed to have occurred as of the expiration of time to bring a motion under California Code of Civil Procedure Section 663 challenging the Final Approval Order or judgment in the Class Action provided such date is not on or before May 31, 2020.

Notwithstanding anything provided in the Global Settlement Agreement, this Agreement, or the Proceeds Agreement, in the event there is a Hernandez Occurrence, any moneys paid pursuant to Section 3.1 of the Global Settlement Agreement or Section 6.1 of this Agreement shall be held by the Global Settlement Administrator in an interest bearing account and not distributed until no earlier than either the satisfaction of conditions in Sections 3.3(e), 3.3(f), and 3.3(k) of the Global Settlement Agreement and Section 6.2(e), 6.2(f) and 6.2(k) of this Agreement or the termination of this Agreement or the Global Settlement Agreement. Thereafter, distribution or return of funds shall occur pursuant to the terms of this Agreement and the Global Settlement Agreement, or the Proceeds Agreement, as appropriate, provided, however that the Plaintiffs Groups and the MTA shall have the right to any interest earned on the monies held during this Hernandez Occurrence if the result that led to the distribution was the satisfaction of all of the conditions in Section 3.3 of the Global Settlement Agreement and 6.2 of this Agreement, including Sections 3.3(e), 3.3(f) and 3.3(k) of the Global Settlement Agreement and Sections 6.2(e), 6.2(f) and 6.2(k) of this Agreement, and the Paying Settling Parties, TJPA, CCSF, as appropriate, and/or their respective insurers or risk financing entities, shall have the right to the interest in the event that there has been a termination of the Global Settlement Agreement or this Agreement or a failure to satisfy condition Sections 3.3(f) and 3.3(k) of the Global Settlement Agreement or Sections 6.2(f) and 6.2(k) of this Agreement.

In the event there is a Hernandez Occurrence, the Effective Date for the settlements, releases, dismissals, and waivers in the Global Settlement Agreement other than provided for by Section 3.1 of the Global Settlement Agreement and Section 6.1 of this Agreement, shall not be deemed to have occurred until the satisfaction of all conditions in Section 3.3 of the Global Settlement Agreement, including Sections 3.3(e), 3.3(f), and 3.3(k) and Section 6.2 of this Agreement, including Sections 6.2(e), 6.2(f) and 6.2(k). The Hernandez Occurrence shall in no way limit any rights of termination provided in this Agreement, the Global Settlement Agreement or in any agreement they are incorporated into. Instead, subject to the terms of this Section, the Hernandez Occurrence shall only impact the timing of the funding obligations as provided in Section 3.1 of

15 the Global Settlement Agreement or Section 6.1 of this Agreement and have no other impact on the terms of this Agreement or the Global Settlement Agreement or any agreement it is incorporated into. In the event there is no Hernandez Occurrence, the terms of this subsection shall not apply.

6.4 No Joint and Several Liability Regarding Payment Obligations. Notwithstanding anything to the contrary in this Agreement or the Global Settlement Agreement, each Settling Defendant is only severally responsible for its contribution to the Global Settlement Proceeds, if any. No Settling Party is liable for another Settling Party’s or any insurer’s or any risk financing entity’s failure to meet its payment obligation.

6.5 No guarantee of payments by Insurers or Risk Financing Entities. In the event that one or more insurers or risk financing entities for a Settling Party fails to make the payment for which such insurers or risk financing entities committed that it will make on behalf of such Settling Party, then such Settling Party shall not be liable for breach or be in default of this Agreement or the Global Settlement Agreement. Nonetheless, in that event, the Setting Plaintiffs shall have the right to elect to terminate this Agreement and the Global Settlement Agreement pursuant to the terms of the Proceeds Agreement (as to a non-payment by an insurer for a Paying Settling Party) or as set forth in the Global Settlement Agreement (as to a non-payment by an insurer or risk- financing entity for TJPA).

Should a Paying Settling Party or TJPA, as distinct from its insurer or risk financing entity, not make a payment to which it has committed pursuant to the Proceeds Agreement (as to the Paying Settling Parties) or the Global Settlement Agreement (as to TJPA), then the Settling Plaintiffs shall also have the right to terminate this Agreement and the Global Settlement Agreement pursuant to the terms of the Proceeds Agreement (as to the Paying Settling Parties) or as set forth in the Global Settlement Agreement (as to TJPA).

A Settling Plaintiff may exercise any termination rights that vest from a TJPA non-payment (inclusive of any non-payment by one of its insurers or risk financing entities), should it occur, by first providing written notice to all Settling Parties within 10 calendar days after notice from the Global Settlement Administrator of a TJPA non-payment. Not less than eleven (11) calendar days and not more than twenty (20) calendar days after the Settling Plaintiff provides such notice, the Settling Plaintiff may terminate the Global Settlement Agreement by filing a document in the Lehman matter stating that the Global Settlement Proceeds did not achieve the total confirmed amount, and that it thereby terminates the entire Global Settlement Agreement and this Agreement.

In the event a Settling Plaintiff does not terminate the Global Settlement Agreement pursuant to termination rights that vest from a non-payment by a Settling Party, including TJPA, the Settling Plaintiffs who took less than their certified amounts shall be entitled to obtain a judgment in the amount of the defaulted payment or portion thereof pursuant to California Civil Procedure Code Section 664.6 against the defaulting Settling Party, provided that the sum of the judgments so obtained, excluding costs and attorneys’ fees, do not exceed the amount of the default.

6.6 Allocation of Net Settlement Proceeds Among Settlement Class Members. After deducting the Class Action Settlement Administrator expenses, the Class Representative Service Awards, and the Attorneys Fees and Expenses awarded by the Court from the Gross Class

Settlement Proceeds, the remaining settlement proceeds (“Net Class Settlement Proceeds”) will be allocated among the Settlement Class Members as follows: (1) each of the Settlement Class Members who purchased a unit or units after May 10, 2016, when the sinking and tilting of the Millennium Tower was publicly disclosed, who still own the unit(s), and who submit a valid claim will be paid $10,000 per unit; (2) each of the Settlement Class Members who purchased a unit or units prior to May 10, 2016 and either sold after May 10, 2016 or still own their unit(s) and who submit a valid claim shall receive a pro rata share of the remaining Net Settlement Proceeds based on the total purchase price of all the units (e.g., such a Settlement Class Member who paid $1 million for their unit will be paid twice as much as such a Settlement Class Member who paid $500,000 for their unit). If any Settlement Class Member(s) fails to file either a valid claim or a request for exclusion for their unit(s), the amount that would have been allocated to their unit(s) will be shared among all Settlement Class Members who submit valid claims in proportion to the respective amounts they would have received for their unit(s) had valid claims for the units of all the Settlement Class Members been received.

6.7 Claims and Distribution of Class Settlement Payments to Settlement Class Members. Any Settlement Class Member that seeks to recover a portion of the Gross Class Settlement Proceeds shall file a claim with the Class Action Settlement Administrator which shall be postmarked no later than sixty (60) calendar days after the Notice Date setting forth the information required on the claim form and any additional verifying information requested by the Class Action Settlement Administrator. A form of the claim is attached hereto as Exhibit G. The Class Action Settlement Administrator shall take reasonable steps to follow up with Settlement Class Members who have not returned a claim form within thirty (30) calendar days of the Notice Date. For all claim forms received by the Class Action Settlement Administrator and which are postmarked no later than 60 calendar days after the Notice Date, the Class Action Settlement Administrator shall then confirm eligibility of the Settlement Class Member and the amount of the payment to be made from the Net Class Settlement Proceeds (“Class Settlement Payment”). Settling Defendants shall not be responsible for distributing Class Settlement Payments to the Settlement Class Members and shall not be required to make additional payments to resolve any disputes between the Settlement Class Members regarding the amounts allocated among them. The claim form shall provide that each Person who submits a claim as a Settlement Class Member and who receives a check from the Class Action Settlement Administration shall, to the maximum extent permitted by law, indemnify, protect, defend, and hold harmless all Settling Parties and their Related Persons and Entities from and against any and all Claims asserting that that claimant should not have received the Class Settlement Payment it received (whether in whole or part). Should a Settlement Class Member to whom the Settlement Class Administrator has issued a check fail to cash that check within twenty (20) calendar days of it being mailed by the Class Settlement Administrator, the Settlement Class Administrator shall mail them a postcard reminding them to cash their check. If that Settlement Class Member has not cashed their check 15 calendar days after the mailing of the reminder postcard, the Settlement Claims Administrator shall email a reminder to that Class Member. If that Settlement Class Member has not cashed their check 30 calendar days after the mailing of the reminder postcard, the Settlement Claims Administrator shall email another reminder to that Class Member. Should any settlement check remain uncashed after ninety (90) calendar days of the mailing of that check, that check shall be deemed stale, the Settlement Class Member’s claim shall be deemed abandoned and any resulting residue shall be redistributed proportionately to the Settlement Class Members who made a valid claim. If after ninety (90) calendar days of the mailing of those redistributed checks, should any of those redistributed checks

17 not be cashed they shall be deemed stale, and any resulting residue shall be paid to the Millennium Tower Association, as the cy pres recipient, for its use in furtherance of the Millennium Tower.

6.8 Validation Procedures and Procedures for resolving disputes related to distribution of funding to individual Settlement Class Members. The Class Action Settlement Administrator shall give notice of any claim form that is rejected in whole or in part within fifteen (15) calendar days of receipt of the claim form. If any Claimant (defined to include a Settlement Class Member who submits a claim) whose claim form has been rejected in whole or in part by the Class Action Settlement Administrator, or who disputes either the specific award determination as to that Claimant or distribution method as to a particular Claimant, desires to contest such determination, the Claimant must mail a notice and statement of reasons to the Class Action Settlement Administrator indicating the Claimant’s grounds for contesting the determination as to that Claimant along with any supporting documentation, which must be postmarked within thirty (30) calendar days after the date of mailing of the final claim determination. The Class Action Settlement Administrator shall review the information provided by a Claimant and respond to the Claimant within fifteen (15) calendar days of receipt of such a notice. If a dispute concerning a claim form cannot be otherwise resolved, Class Counsel shall thereafter present the request for review to the Court before distribution of checks to other Settlement Class Members and after written notice to the Claimant of submission of the dispute to the Court and the date and time of the hearing set by the Court, if any.

6.9 Gross Settlement Proceeds Reduction for Opt Outs. In the event a Class Member or Class Members Opt Out of this Agreement, and the Opt Out Limit is not reached or the Opt Out Limit is reached and no Settling Defendant exercises its termination rights under Section 9.5 of this Agreement or Section 4.3 of the Global Settlement Agreement, the Gross Class Settlement Proceeds otherwise due pursuant to this Agreement, (see Section 2.28), shall be reduced by the maximum amount any opting-out Class Member would have received pursuant to Section 6.6 had any Class Member not opted-out of this Agreement.

6.10 Stay of Subject Action. Notwithstanding Section 6.2 above and Section 3.3 of the Global Settlement Agreement, upon the satisfaction of condition 6.2(d) above and 3.3(d) of the Global Settlement Agreement, the currently set trial date shall be vacated. The Settling Parties further agree that upon the Global Settlement Agreement being sent out for signature the current stay of the Subject Action shall be revived and shall continue until the conditions in this Agreement and Sections 3.3 and 3.4 of the Global Settlement Agreement are satisfied or this Agreement or the Global Settlement Agreement terminates according to its terms. Notwithstanding anything to the contrary in this Agreement or the Global Settlement, in the event that this Agreement, the Global Settlement Agreement, or the Proceeds Agreement is terminated for any reason, the Settling Parties agree that they shall request to have not less than 8 months and not more than 12 months to prepare for the Phase One trial after the date of the termination of this Agreement, the Global Settlement Agreement, or the Proceeds Agreement.

VII. SETTLEMENT ADMINISTRATION, CLASS NOTICE, AND PROCEDURES FOR PROVIDING BENEFITS TO SETTLEMENT CLASS MEMBERS

7.1 Class Action Settlement Administrator. Class Counsel shall ask the Court to approve EPIQ as the Class Action Settlement Administrator, to which the Settling Defendants will not

18 object. Class Counsel will obtain a “not to exceed” commitment from the Class Action Settlement Administrator regarding all Administrative Expenses. The Administrative Expenses shall be paid from the Gross Class Settlement Proceeds before the Class Settlement Payments are distributed to Settlement Class Members. The Class Action Settlement Administrator shall maintain reasonably detailed records of its activities under this Agreement. The Class Action Settlement Administrator shall maintain all such records as are required by applicable law and in accordance with its normal business practices, and such records will be made available to Class Counsel, Defendants’ counsel, the Parties, and the Class Action Settling Parties and Settling Parties. The Class Action Settlement Administrator shall, subject to the supervision of the Court, administer the relief provided by this Agreement by providing Class Notice to Class Members in accordance with the Notice Plan; process Opt Out requests and Objections in accordance with Section IX of this Agreement; set up and operate a toll-free telephone number and a website through which Class Members can access information about the Class Action, this Agreement, and the Global Settlement Agreement, and provide Class Members notice of entry of final judgment. The Class Action Settlement Administrator shall validate claims submitted by Settlement Class Members and distribute payments as set forth herein to the Settlement Class Members who submit valid claims. The Class Action Settlement Administrator shall also provide reports and other information to the Court as the Court may require. In addition to the requirements of Sections 7.5 and 7.6 below, the Class Action Settlement Administrator shall promptly provide Class Counsel and counsel for the Settling Parties with information concerning Class Notice and the administration and implementation of this Agreement. Should the Court request or should it be reasonably advisable to do so, the Parties, in conjunction with the Class Action Settlement Administrator, shall submit a timely report to the Court summarizing the work performed by the Class Action Settlement Administrator. The Class Action Settling Parties and the Settling Parties and their counsel shall not have any liability whatsoever for any act or omission of the Class Action Settlement Administrator. For purposes of completeness and clarification, the Class Action Settlement Administrator shall also do all of the tasks identified in paragraphs 12-14, 17-24, 26-29, and 31-34 of the Azari Declaration submitted to the Court on April 8, 2020, with those tasks being incorporated by reference herein. It shall be Class Counsel’s obligation to ensure that the Class Action Settlement Administrator fulfills these tasks and the other tasks identified in this Class Action Settlement Agreement

7.2 Payment of Class Action Settlement Administrator’s Fees and Expenses. The Class Action Settlement Administrator’s fees and expenses for complying with its duties and obligations under the Agreement, including the costs of preparing and disseminating the Class Notice and expenses incurred in administration of the Agreement, will be paid from the Gross Class Settlement Proceeds.

7.3 Class List. Upon the Execution Date and in no event no later than two (2) calendar days after the filing of the Motion for Preliminary Approval of Settlement, the Class Representatives and MTA shall send and/or cause to be sent to the Class Action Settlement Administrator, a list of the Settlement Class Members, including their last known mailing address and email address.

7.4 Dissemination of Notice. Subject to Court approval, the Parties agree that EPIQ shall cause the Class Notice of the proposed Agreement to be provided to the Class Members as follows:

(a) Settlement Notice. As soon as practicable, but no later than seven (7) calendar days after the Court’s entry of the Preliminary Approval Order, the Class

Action Settlement Administrator shall disseminate the Class Notices attached hereto as Exhibit B and Exhibit C, or a Class Notice consistent with the Preliminary Approval Order, to the Class Members. The Long Form Notice (Exhibit B) shall also include the claim form (Ex. G).. The Parties will request the Court to approve the Class Notice in the Preliminary Approval Order.

(b) First Class Mail and Email. The Class Action Settlement Administrator shall cause the Class Notice to be sent to Class Members at their last known mailing address via first class mail and to their last known email address, to the extent one is available. The Class Action Settlement Administrator shall use standard skip- tracing methods to obtain forwarding addresses of Class Members if any of the mailed Class Notices are returned as undeliverable. If the Class Action Settlement Administrator obtains a forwarding address for any Class Member whose Class Notice was returned as undeliverable, the Class Action Settlement Administrator shall send the Class Notice to the forwarded address via first class mail. The Class Action Settlement Administrator shall make all reasonable efforts to ensure the Class Notice is mailed to all Class Members. It will be conclusively presumed that a Class Notice was received by a Class Member to whom the Class Notice was sent if the Class Notice has not been returned within thirty (30) calendar days of the original mailing of the Class Notice. If a Class Notice is returned as undeliverable within thirty (30) calendar days of it being sent, then Class Counsel and the Class Action Settlement Administrator shall take all commercially reasonable steps to identify a correct address for such Class Member and reissue Class Notice. They shall include any such steps within the declarations and reports provided in Sections 7.5 and 7.6 of this Agreement.

7.5 Declaration of Compliance. The Class Action Settlement Administrator shall prepare a declaration attesting to compliance with the Class Notice requirements set forth above. Such declaration shall be provided to the Class Action Settling Parties to this Agreement and Global Settlement Agreement and filed with the Court no later than fourteen (14) calendar days prior to the Final Approval Hearing.

7.6 Report on Requests for Exclusion and Objections. Not later than fifty-five (55) calendar days after the Notice Date, the Class Action Settlement Administrator shall prepare and deliver to Class Counsel, the Class Action Settling Parties, the Settling Parties, and the Global Settlement Administrator a report stating the identity, contact information and total number of Class Members who have submitted timely and valid Opt Out requests and/or Objections to the Agreement, and the names of such Class Members. Class Counsel shall be responsible for filing this report concerning Opt Outs and Objections with the Court.

VIII. CLASS COUNSEL’S APPLICATION FOR AN AWARD OF ATTORNEYS’ FEES AND REIMBURSEMENT OF COSTS

8.1 Fees and Expense and Class Representative Service Awards. Settling Defendants agree and will not object that Class Counsel is entitled to a Fee and Expense Award in the amount of $3,625,000 from the Gross Class Settlement Proceeds to compensate them for their professional time, risk, and past and future work securing the Class Settlement Payments for the benefit of the

Class Members. The Class Representatives will also apply for Class Representative Service Awards totaling $7,500 per Class Representative. Should the Court approve an amount less than $3,625,000 of the Gross Class Settlement Proceeds as a Fee and Expense Award or an amount less than $7,500 per Class Representative of the Gross Class Settlement Proceeds in total for Class Representative Service Awards, the difference shall remain part of the Gross Class Settlement Proceeds for distribution to the Settlement Class Members who do not Opt Out. Within seven (7) calendar days after the Class Action Administrator receives the Gross Class Settlement Proceeds, the Class Action Settlement Administrator shall pay any Fee and Expense Award to Class Counsel by sending checks to the law firms of Berding & Weil LLP, attention Daniel L. Rottinghaus and Steyer Lowenthal Boodrookas Alvarez and Smith, attention Allan Steyer, with such Fee and Expense Award being deducted from the Gross Class Settlement Proceeds. Class counsel is solely responsible for allocating any Fee and Expense Award among themselves and agree to mediate any dispute regarding allocation at JAMS in San Francisco. In no event shall the Fee and Expense Award or the Class Representative Service Award approved by the Court increase the Gross Class Settlement Proceeds. If the Court denies, in whole or part, Class Counsel’s Fee and Expense Award, including awarding less than $3,625,000 of the Gross Class Settlement Proceeds, the remainder of this Agreement shall remain in effect, including, but not limited to, the Releases. The payment of $3,625,000 to Class Counsel as a Fee and Expense Award is not a condition of this Agreement. The payment of $22,500 to Class Representatives in total as a Class Representative Service Awards is not a condition of this Agreement.

8.2 Accounting and Tax Information. Class Counsel and the Class Representatives shall provide the Class Action Settlement Administrator with all necessary accounting and tax information, including W-9 forms, within fifteen (15) calendar days after submittal of all claims by Settlement Class Members to allow the Class Action Settlement Administrator to pay any Fee and Expense Award and/or Class Representatives Service Awards after the Effective Date.

IX. OBJECTIONS AND REQUESTS FOR EXCLUSION

9.1 Objections. Any Class Member who intends to object in writing to the Agreement must do so by mailing an objection to Class Action Settlement Administrator which must be postmarked no later than forty-five (45) calendar days after the Notice Date (the “Objection Deadline”). The Class Action Settlement Administrator shall distribute any written objections to the Settling Parties and include the written objections in the report prepared by the Class Action Settlement Administrator pursuant to Section 7.6. To object in writing, the Class Member must submit a document (“Objection”) that includes:

(a) The case name and number, Maui Peaks Corporation, et al. v. Mission Street Development LLC, et al., Case No. CGC-17-560322;

(b) The name, mailing address, telephone number, and, if available, the email address of the Person objecting;

(c) The name and mailing address of the lawyer(s), if any, who is representing the Person objecting in making the Objection;

(d) A statement of Objection(s), including the grounds for those Objection(s) and whether the person objecting is a Class Member;

(e) The signature of the Person objecting, in addition to the signature of any attorney who is then representing the Person objecting in connection with the Objection; and

All written objections postmarked by the Objection Deadline will be submitted to the Court by Class Counsel as part of the report to be filed pursuant to Section 7.6 and the Court may resolve any disputes concerning the sufficiency of a written objection. The Class Action Settlement Administrator shall also provide a Class Member who submits a timely written objection with an opportunity to cure any deficiencies identified by the Class Action Settlement Administrator in accordance with the procedures set forth in paragraph 15 of the Supplemental Azaria Declaration submitted to the Court on April 30, 2020, which are incorporated by reference herein.

9.2 Compliance with Objection Requirements. Subject to the Court issuing the Preliminary Approval Order, no written objections to the Agreement or briefs submitted in support thereof by any Settlement Class Member shall be received or considered by the Court at the Final Approval Hearing, unless the Objection and supporting material are timely filed and served as set forth in this Agreement.

9.3 Opt Outs and Exclusion. Any Class Member may Opt Out or request to be excluded from the Agreement. A Class Member who wishes to Opt Out of the Agreement must do so no later than forty-five (45) calendar days after the Notice Date (“the Opt Out Deadline”). To Opt Out, a Class Member must mail to the Class Action Settlement Administrator a fully-executed Request for Exclusion to be attached to the Class Notice, substantially similar in form in all material respects to the form attached hereto as Exhibit E. The Request for Exclusion must be postmarked no later than the Opt Out Deadline. Further revisions to Exhibit E, if any, are subject to final approval by the Parties and the Court. The Opt Out request must contain the requestor’s name, address, the words “I wish to be excluded from the Maui Peaks Corporation et al. v. Mission Street Development LLC, et al. Class Action Settlement,” or substantially equivalent language, and signature. Opt Out Requests postmarked after the Opt Out Deadline will be considered invalid and of no effect, and the Person who untimely submits an Opt Out Request will remain a Class Member, will be deemed a Settlement Class Member, and will be bound by any Orders entered by the Court, including the Final Approval Order. Except for those Class Members who have properly and timely submitted a fully-executed Opt Out Requests, all Class Members will be bound by this Agreement and the Final Approval Order, including the Releases contained herein. Each Person requesting to Opt Out from the Agreement must personally sign her/his own individual Opt Out request. No Person may Opt Out of the Agreement for any other Person, and no Person shall be deemed Opted-Out of the Agreement through any purported “mass” or “class” Opt Outs. If a Person submits an Opt Out and an Objection or presents a submission that is otherwise unclear on its face, as determined by the Class Action Settlement Administrator, the Class Action Settlement Administrator shall make reasonable efforts to contact that Person to determine whether the submission is intended as an Opt Out or Objection to the settlement. If the Class Action Settlement Administrator is unable to obtain clarification that is, in the sole discretion of the Class Action Settlement Administrator, sufficient, the submission shall be interpreted to be an Opt Out. Any Person who timely and properly submits an Opt Out request shall not (a) be bound by any orders

22 or the Final Approval Order nor by the Releases contained herein; (b) be entitled to any relief under the Agreement; (c) gain any rights by this Agreement; or (d) be entitled to object to any aspect of this Agreement.

9.4 No Encouragement. The Class Action Settling Parties, Settling Parties and their counsel agree that (a) each will not encourage any persons to Opt Out or file objections to this Agreement and (b) no Settling Party will permit work product of consultants retained on their behalf in the Subject Action to be shared with persons who Opt Out or object to this Agreement or any other non-Settling Party unless compelled by a court after noticed motion with notice provided to all Settling Parties and their counsel of record.

9.5 Termination Election. Each Settling Defendant shall have the right to terminate this Agreement and the Global Settlement Agreement prior to the Final Approval Hearing should the number of Opt Outs exceed the Opt Out Limit. A Settling Defendant shall be deemed to have exercised the termination rights under this section if: (a) such party gives notice to all signatories to this Agreement pursuant to the procedures in Section 14.16 of this Agreement of their intent to terminate within ten (10) calendar days of notice that Opt Out Limit has been exceeded by the Class Actions Settlement Administrator, and (b) on or before the date of the Final Approval Hearing, such Settling Defendant thereafter files a document in the lead Lehman matter explaining that the Opt Out Limit has been exceeded and that it intends to terminate either the Global Settlement Agreement or this Agreement. If any Settling Defendant exercises its termination rights under this section, the conditions for settlement will not have been achieved, the Global Settlement Agreement and any agreement it is incorporated into, including this Agreement, shall terminate. In the event of termination, the Settling Parties shall be returned to their respective positions as of the date of the Global Settlement Agreement. Notwithstanding the foregoing, and unless separately provided in writing by the Settling Parties, unless and until a Settling Defendant files its termination as set forth in Sub-Section b of this Section or in Section 4.3(b) of the Global Settlement Agreement, in the lead Lehman matter, the schedule for final approval of the Class Action settlement shall continue. If a termination is filed under this Section or Section 4.3(b) of the Global Settlement Agreement, notice shall be given to the Settlement Class Members by the Class Action Settlement Administrator in a form approved by the Court.

X. PROCEDURES FOR SETTLEMENT APPROVAL

10.1 Preliminary Approval. The Class Representatives shall move the Court for entry of the Preliminary Approval Order. The Class Representatives shall include with their motion for a Preliminary Approval Order a declaration executed by one or more members of the mediation team describing the settlement process and negotiations that led to this Agreement and the Global Settlement Agreement and the arms-length nature of those settlement negotiations.

10.2 Final Approval. No fewer than fourteen (14) calendar days prior to the date set by the Court for the Fairness Hearing, the Class Representatives shall apply to the Court for entry of a Final Approval Order, which the Parties will meet and confer on in advance of submitting the proposed Final Approval Order to the Court.

10.3 Applications for Fee and Expense Award. No later than thirty (30) calendar days after the Notice Date, the Class Representatives and/or Class Counsel shall file their Application(s) for

Class Counsel’s Fee and Expense Award in accordance with Section VIII above and the terms of the Agreement. Notwithstanding the foregoing, Class Counsel may file updated declarations prior to the Fairness Hearing that reflect additional work completed and which they wish the Court to consider solely for purposes of supporting the Fee and Expense Award and/or distribution of the Class Settlement Payments among the Settlement Class Members, but neither Class Counsel nor Plaintiffs shall challenge or object to this Agreement or the settlement contemplated thereby.

10.4 Fairness Hearing. At the Fairness Hearing, Class Counsel will request the Court to enter the Final Approval Order, which: (a) grants final approval of the certification of the Settlement Class; (b) designates the Class Representatives; (c) designates Class Counsel conditionally approved in the Preliminary Approval Order; (d) grants final approval to the Agreement and establishes this Agreement as fair, reasonable, and adequate; (e) provides for the Releases of all Released Matters and enjoins Settlement Class Members from asserting, filing, maintaining, or prosecuting any of the Released Matters; (f) orders the entry of judgment resolving all Claims, causes of action, and counts alleged in the Class Action, and incorporates the Releases stated in this Agreement, with each of the Parties to bear her/his/its own costs and Attorneys’ Fees and Expenses, except as provided in Section VIII; (g) authorizes the payment by Defendants of the Fee and Expense Award in accordance with Section VIII and the terms of the Agreement; and (h) preserves the Court’s continuing jurisdiction over the administration and enforcement of the Agreement.

10.5 Effect of Non-Approval or Termination Election. In the event that this Agreement is not approved by the Court, any Objection to the Agreement is sustained by the Court (except an Objection sustained as to an award of Attorneys’ Fees and Expense), any Settling Defendant exercises its termination rights under Section 9.5 of this Agreement or Section 4.3 of the Global Settlement Agreement, or the Agreement does not become final for any other reason, including, without limitation, the failure of any condition, then the terms and provisions of this Agreement as well as the Global Settlement Agreement, and any agreement the Global Settlement Agreement is incorporated into, shall have no further force and effect with respect to the Class Action Settling Parties, including the Settlement Class Members, and shall not be used in this Class Action or in any other action or proceeding for any purpose, and any order or judgment entered by the Court in accordance with the terms of this Agreement shall be treated as vacated, nunc pro tunc. In such event, this Agreement and all negotiations, proceedings, documents prepared and statements made in connection with this Agreement shall be without prejudice to any Settling Party or Settlement Class Member and shall not be admissible or offered into evidence in any action or proceeding, and shall not be deemed, asserted or construed to be an admission or confession by any Settling Party or any other Person or entity of any fact, matter or proposition of law, and shall not be used or asserted in any other manner or for any purpose, and all Settling Parties and Settlement Class Members shall stand in the same position as if this Agreement had not been negotiated, made or submitted to the Court with Class Counsel and Class representatives to pay the fees and expenses of the Class Action Settlement Administrator. The Settling Parties further acknowledge that the drafting and negotiations of this Agreement, the Global Settlement Agreement and the Proceeds Agreement was done through the mediation such that mediation protections and Section 11.2 of the Global Settlement Agreement apply to those drafts and negotiations.

XI. RELEASES

11.1 Release. Subject to the reservations that are referred to in Sections 2.44, 11.4, 11.5, 11.6, 11.7 and 11.17 all Settling Parties to the extent legally permissible, on behalf of themselves and each of their Related Persons and Entities, and on behalf of any person or entity who may claim by or through them, fully and finally mutually release, acquit, relinquish, waive, and forever discharge all known and unknown Released Matters between or among them and all other Released Parties, whether or not asserted in the Subject Action. For the avoidance of doubt, all Settlement Class Members shall be bound to this Release regardless of whether they submit a claim as provided for in Section 6.7.

11.2 Release Binding on Affiliates and Successors. For clarification purposes, and while recognizing the releases set out in this Agreement and the Global Settlement Agreement release additional parties, the Settling Parties repeat here their intent that releases set forth in Section 11.1 shall be construed to release, acquit, relinquish, waive, and forever discharge all Released Matters of any entity that is a parent, subsidiary, or affiliate of a Settling Party to the extent legally permissible or any Related Person and Entities of a Settling Party and any subsequent purchaser, successor or assignee of any interest in the Subject Property from any Released Party, including but not limited to any Settling Party or any Related Person and Entities , including, but not limited to, mortgagees and other lienholders. The releases in this Agreement and the Global Settlement Agreement are intended to extend to all persons with any past, present or future interest in the Subject Property. The Settling Parties who are owners of Adjacent Properties agree to disclose the resolution of the Subject Action and the releases herein to any future buyer of an Adjacent Property.

11.3 Section 1542 Waiver. Except as provided otherwise in this Agreement, the Settling Parties intend the releases set forth in this Agreement to be binding, notwithstanding the discovery of facts not presently known by the Settling Parties or Released Matters of which the Settling Parties are not presently aware. The Settling Parties understand and have been advised by counsel concerning the meaning of Section 1542 of the California Civil Code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

The Settlement Class Members and other Settling Parties expressly understand and acknowledge that it is possible that unknown losses or Released Matters exist or that present losses may have been underestimated in amount or severity, and the Settling Parties explicitly took that into account in determining the amount of consideration for this Agreement, and a portion of said consideration has been bargained for between the Settling Parties to this Agreement with the knowledge of the possibility of such unknown Released Matters, and was given in exchange for a full accord, satisfaction, and discharge of all such Released Matters, which Released Matters, for sake of clarity exclude those reserved claims as set forth herein in Sections 2.44, 11.4, 11.5, 11.6, 11.7 and 11.17, or in separate side agreements. The Settling Parties waive, release, and relinquish any and all rights and benefits they may have under the above provisions of Section 1542 as it may apply to

25 the Released Matters to the fullest extent the Settling Parties may lawfully waive these rights or benefits.

11.4 Assignment of Unit Owner Claims for Property Damage. Settlement Class Members who are Unit Holders hereby assign to the MTA any Claims for Catastrophic Damage to real property against the Upgrade Contractor or the Upgrade Design Professional that occur during and result from Ongoing Operations (the “Assigned Claims”). The MTA alone shall have the right and duty to prosecute any such valid diminution in value claims on behalf of the impacted Unit Holders. Except as set forth in Section 11.6 below, all other Upgrade Related Claims belonging to Settlement Class Members or Unit Holders and all other Claims by Settlement Class Members or Unit Holders arising from Non-Upgrade Repairs are included in the Released Matters.

11.5 Preserved MTA Claims Regarding Upgrade. The Claims released herein do not include the Assigned Claims, as well as Claims belonging to the MTA against: (a) the Upgrade Contractor, (b) the Upgrade Design Professional; and (c) any other claims which MTA would have under California law or equity against any other non-Settling Party providing labor materials or services related to implementation of the Upgrade, Upgrade Construction Activities, Upgrade Plan or Ongoing Operations.

11.6 Preserved Unit Owner Claims Regarding Upgrade. The Claims released herein do not include Claims for personal injury by Unit Holders against the Upgrade Contractor or Upgrade Design Professional related to Upgrade Construction.

11.7 Preserved Adjacent Property Owner Claims Regarding Upgrade. The Claims Released herein do not include any of the following belonging to any Adjacent Property Owners: (a) any Upgrade-Related Claims against the Upgrade Contractor or Upgrade Design Professional; (b) any Ongoing Operations Claims against the Upgrade Contractor or Upgrade Design Professional; (c) any Non-Upgrade Repairs Claims against the MTA and those the MTA elects to perform those repairs should it choose to do so; (d) Claims against the MTA for future damages; (e) Claims against any owners of any units in the Subject Property, residential or commercial, for future damages that arise from conduct in their units after the Execution Date; and (f) Upgrade Related Claims against MSD arising out of any acts or omissions with respect to the services it provides regarding the Upgrade, and that cause harm to an Adjacent Property. With respect to the Upgrade Related Claims reserved in Section 11.7(f), should such a claim be brought, the prevailing party shall be entitled to its reasonable attorney fees and costs.

11.8 Exception as to Governmental Functions. This Agreement shall have no impact on CCSF’s ability to perform its governmental functions. CCSF shall continue to perform its governmental functions arising out of the San Francisco Charter, San Francisco’s Municipal Codes and Ordinances, and any other applicable law. This includes, but is not limited to, levying and collecting taxes or fees owed to the CCSF and requiring compliance with applicable building code requirements. The Settling Parties acknowledge that the CCSF retains all rights to perform its governmental functions. This Agreement does not impact the rights of any Settling Party to challenge, when appropriate under applicable law, an action of the CCSF done in performing its governmental functions.

11.9 Release and Waiver of Subrogation. Except as set forth in Sections 2.44(8) and (9), The Released Matters shall include any and all subrogated Subject Action Claims and any and all rights of subrogation in Released Matters.

11.10 Memorandum of Settlement. Concurrent with the execution and delivery of this Agreement and the Global Settlement Agreement, the MTA shall execute and deliver to the Settling Parties a Memorandum of Settlement suitable for recordation in the form attached as Exhibit 6 to the Global Settlement Agreement, and incorporated herein by this reference. The Memorandum of Settlement shall be held in trust and not be filed by counsel for the MTA until the Effective Date. After the Effective Date, the MTA shall cause the Memorandum of Settlement to be recorded with the Office of Assessor/Recorder for CCSF within 5 business days. It is further understood and agreed that the unrecorded Memorandum of Settlement (prior to the Effective Date) and the recorded Memorandum of Settlement (after the Effective Date) shall be included in the package of documents that the MTA provides to all prospective purchasers and owners of residential units in the Subject Property, which package also includes the Covenants, Conditions & Restrictions (CC&R’s) for the Millennium Tower Development. It is further covenanted by the Settling Plaintiffs that the terms of Sections 11.11 and 11.12 shall apply before and after the Effective Date.

11.11 No Assignment or Transfer. Each Class Action Settling Party represents and warrants that no other person or entity has any interest in their Released Matters, and that it has not assigned or transferred, by subrogation or otherwise, and will not assign or transfer to any person or entity whatsoever, any interest in the Released Matters. For avoidance of doubt, it is understood and agreed that the mere sale of a Unit without transfer of a Claim or Claims which are the subject of the Released Matters shall not be a breach of this provision or warranty.

11.12 Indemnity Related to Non-Party Claims. Except as provided in Section 2.44(8) or (9), if any Class Action Settling Party breaches the promises and warranties made in Section 11.11 and that breach gives rise to a claim against any Released Party, the breaching party shall be obligated to defend and hold harmless the Released Party from that claim. It is understood by each Class Action Settling Party that any indemnity, if any, provided by that Class Action Settling Party pursuant to this Section 11.12 may accrue as of the execution of this Agreement or the Global Settlement Agreement but shall not become enforceable until the Effective Date.

11.13 Covenant Not To Sue. Except as otherwise permitted by this Agreement or the Global Settlement Agreement, each Class Action Settling Party covenants and agrees never to commence, institute, maintain, prosecute, continue or aid another in commencing, instituting, maintaining, or prosecuting any action, including without limitation, lawsuit, action, arbitration, right, or administrative proceeding against any Released Party based in whole, or in part, on the Released Matters, amounts previously paid or received under this Agreement or the Global Settlement Agreement, amounts paid or received to settle other claims regarding the Subject Property, defense costs related to the Released Matters, and costs arising from the duty to defend or indemnify against Released Matters. This covenant not to sue includes Subject Action Claims for subrogation. This covenant not to sue shall be deemed breached and a cause of action shall be deemed to have accrued thereon immediately upon the commencement, prosecution or continuation of any such action or proceeding, except as permitted herein, and in such event, this Agreement and the Global Settlement Agreement may be pleaded as a full and complete defense

27 thereto, as the basis for abatement or injunction against said action or other proceeding, and as the basis of a cross-complaint or other action for damages, including prevailing party attorneys’ fees and costs, to the extent recoverable for breach of the Global Settlement Agreement or this Agreement, pursuant to the terms of Section 14.19 below or Section 11.19 of the Global Settlement Agreement.

11.14 Attorneys’ Fees and Expenses. Each Class Action Settling Party to this Agreement and the Global Settlement Agreement waives its rights, except as otherwise provided herein, against the others to collect Attorneys’ Fees and Expenses. Notwithstanding the foregoing, it is expressly understood and agreed that pursuant to Code of Civil Procedure Section 1036, all claims of inverse condemnation that have been resolved pursuant to this Agreement or the Global Settlement Agreement, were settled in an amount that includes a negotiated payment of all of the Plaintiffs’ attorneys fees, expert fees, costs and expenses.

11.15 Broad Interpretation of Release Terms. The Class Action Settling Parties agree that the defined terms for “Claims,” “Released Matters,” “Subject Action Claim,” and “Upgrade-Related Claim” should be given the broadest possible meaning in any interpretation of this Agreement or the Global Settlement Agreement, consistent with the Class Action Settling Parties’ intent to achieve a complete and final resolution as to the Released Matters.

11.16 No Other Parties. Except as otherwise provided in this Agreement or the Global Settlement Agreement, each Settling Party hereby represents and warrants to each other Settling Party that it has not reserved any Claims arising out of or related to any Released Matters against any non-Settling Party. With the exception of claims preserved by Sections 2.44, 11.4, 11.5, 11.6, 11.7, and 11.17 , it is understood and agreed that any action regarding any Released Matter brought by any Settling Party against any non-Settling Party would give the non-Settling Party potential rights to make Claims against other Settling Parties. Any Settling Party who brings suit against a non-Settling Party asserting any Claims arising out of or related to any Released Matters will be deemed to have breached this Agreement and the Global Settlement Agreement immediately upon the commencement or prosecution of any such action or proceeding. Such Settling Party, hereby agrees to defend, hold harmless and indemnify any and all other Settling Parties who are sued by any such non-Settling Party, from and against all losses, costs, expenses, attorneys’ fees, obligations or liabilities arising out of or relating to the non-Settling Party’s Claims. This representation and warranty, and the indemnity set forth herein, survives the releases given above.

11.17 Indemnity Reservation. In the event that there are any Claims by past or present owners of units in the Subject Property who are not Settling Parties (that were they a Settling Party would have been a Subject Action Claim) and such Claims are not resolved or released through this Global Settlement Agreement or the Class Action Settlement Agreement, future indemnity claims as to such claims are not released by the Settling Parties as to themselves and their Related Persons and Entities. TJPA and MSD agree that as between themselves the scope of the TJPA Easement Agreement as to such Claims, including the duty to defend, remains disputed. This Section shall not apply to the claims reserved in Sections 11.4 and 11.6. This Section creates no indemnity rights against Plaintiff Unit Owners. This Section is not intended: (a) to and shall not revive any Released Matter, (b) to revive or to suggest any claim has merit, or (c) to waive any defense to such claims

XII. UPGRADE AND REPAIRS TO THE SUBJECT PROPERTY

12.1 Except to the extent provided for in written agreements, if any, between MSD and MTA, except as provided in Section 11 above, or except as a result of other Settling Defendants contracting to assume new responsibilities with respect to the Upgrade that they do not have as of the Effective Date, Settling Defendants shall have no responsibility or liability for the Upgrade or other repairs to be performed at the Subject Property and shall not be required to make any additional monetary contributions to the Upgrade, the Non-Upgrade Repairs or any other repairs, or any decisions made by the MTA regarding the Upgrade, the Upgrade Plan, or Non-Upgrade Repairs. Therefore, notwithstanding any other terms in this Agreement or the Global Settlement Agreement, all Settling Parties acknowledge and agree that all Settling Defendants are released from liability as to any Upgrade Related Claims or any Claims which arise out of Upgrade Related Claims, except as provided in Section 11 above. MTA and the Settlement Class Members who are Unit Holders (1) waive all Claims against Settling Parties for any claimed defects or damages to the Subject Property caused by design, construction, component parts or performance of the Subject Property or one or more of the Adjacent Properties, and (2) agree to the payment to be made from the Global Settlement Administrator to MTA as full and final payment for the Upgrade, all Non-Upgrade Repairs and all other repairs to the Subject Property, among other matters. No Settling Party shall be responsible for any other payments to address any claimed defects or damages to the Subject Property whether or not repaired by MTA or a Unit Holder.

12.2 This Global Settlement Agreement and the Class Action Settlement Agreement are in no way contingent on the effectiveness of the Upgrade in remedying, halting, or correcting any movement or tilt of the Subject Property, and this Global Settlement Agreement and the Class Action Settlement Agreement are enforceable and binding notwithstanding any results or outcome of the Upgrade, the Upgrade Plan, and the Non-Upgrade Repairs or any decisions made by the MTA regarding the Upgrade, or the Upgrade Plan. MTA and Settlement Class Members who are Unit Holders, on behalf of themselves and their Related Persons and Entities, covenant and agree not to sue any other Settling Parties for any Upgrade Related Claims and Non-Upgrade Repairs, including any Claims arising from the design, construction or performance of the Upgrade or Non- Upgrade Repairs or any future movement or tilt of the Subject Property or any Claims which arise from any Upgrade Related Claims. The sole remedies MTA and Settlement Class Members who are Unit Holders have with respect to any Claims arising from the design, implementation, construction or performance of the Upgrade, Non-Upgrade Repairs, or any future movement or tilt of the Subject Property are against, the Upgrade Contractor or Upgrade Design Professional, as set forth in Section 11 above. MTA promises that it shall include in its contracts with the Upgrade Contractor that in the event of a claim by the MTA, the Upgrade Contractor shall not be responsible for any claims and damages arising out of the original design and construction of the Subject Property, including but not limited to its structural and foundation design, construction, components and materials, including claims against manufacturers and suppliers, and that the MTA will not assert such claims against the Upgrade Contractor. MTA promises that it shall include in its contracts with the Upgrade Contractor that in the event of a claim by the MTA, the Upgrade contracting parties shall have no right to seek indemnity from the Adjacent Property Owners based on Claims that the MTA is releasing as against the Adjacent Property Owners in this Global Settlement Agreement. Notwithstanding anything to the contrary in the Global Settlement Agreement, should the Adjacent Property Owners assert Upgrade-Related Claims against the MTA and/or the Upgrade Contractor, the Upgrade Contractor retains all rights and

29 defenses against the Adjacent Property Owners for indemnity and contribution, and the Adjacent Property Owners retain all corresponding rights and defenses against the Upgrade Contractor and other Adjacent Property Owners.

12.3 Each Class Action Settling Party acknowledges with regard to the Upgrade, the Upgrade Plan and the Upgrade Construction Activities, and those matters only, that Shimmick, the MTA, and MSD each are separate and distinct corporate entities, and are not alter egos, joint venturers, or partners of any Settling Party.

XIII. REPRESENTATIONS AND WARRANTIES

13.1 The Class Representatives represent and warrant that they are entering into the Agreement on behalf of themselves individually and as proposed representatives of the Class Members, of their own free will and without the receipt of any consideration other than what is provided in the Agreement or disclosed to, and authorized by, the Court. The Class Representatives represent and warrant that they have reviewed the terms of the Agreement as well as the Global Settlement Agreement in consultation with Class Counsel and by signing below believes them to be fair and reasonable and that the class should be bound to the terms of this Class Action Settlement Agreement and the incorporated Global Settlement Agreement, including being bound to the representations, warranties, and terms therein.

XIV. MISCELLANEOUS PROVISIONS

14.1 Cooperation. The Class Action Settling Parties shall reasonably cooperate with each other to effectuate the purposes of this Agreement and the Global Settlement Agreement. Each Settling Party will take all steps, do all things, and sign, execute and deliver all documents reasonably necessary to give effect to this Agreement and the Global Settlement Agreement or to carry out and achieve the terms and conditions, goals, and the purposes of this Agreement and the Global Settlement Agreement. The Parties agree that they will not engage in any conduct that will or may frustrate the purpose of this Agreement or the Global Settlement Agreement.

14.2 Covenants and Representations. All Settlement Class Members who do not opt out shall be deemed to have reviewed, agreed and where applicable made the covenants, representations and warranties included in this Class Action Settlement Agreement and the Global Settlement Agreement attached to and incorporated herein.

14.3 Denial of Liability. This Agreement is the compromise of disputed Claims and nothing contained herein is to be construed as an admission of liability, obligation, or fault on the part of the Class Action Settling Parties, each of whom expressly deny any liability, obligation, or fault; nor shall it be construed as an admission of the absence of any liability, obligation, or fault on the part of the Class Action Settling Parties. This Agreement and the Global Settlement Agreement are intended merely to avoid further litigation.

14.4 Compliance with Protective Orders. After dismissal of the Subject Action (except the Class Action) and entry of a final judgment in the Class Action pursuant to California Rule of Court 3.769(h), the Class Action Settling Parties covenant and agree to not use documents produced through discovery or the mediation process by another Settling Party for any purpose that is inconsistent with the Stipulated Protective Order entered in the Subject Action on or about

July 3, 2017 or any other court orders governing the use of such documents produced in the Subject Action.

14.5 Headings. Section titles, headings, and captions herein are inserted as a matter of convenience and in no way define, limit, extend, or describe the scope of this this Agreement or any provisions contained herein.

14.6 Severability. Except for those terms concerning the modification provision in Section 14.11, Releases, Class Settlement Proceeds, and Memorandum of Settlement, if any section, sentence, clause, or phrase in this Agreement shall become illegal, null, or void for any reason, or shall be held by a court of competent jurisdiction to be illegal null, void, or against public policy, the remaining paragraphs, sections, sentences, clauses, or phrases herein shall not be affected thereby and the balance of the Agreement shall remain fully enforceable consistent with the intent of the Class Action Settling Parties as expressed herein. If any section, sentence, clause, or phrase in this Agreement affecting the scope of the modification provision, Releases, the Proceeds Agreement or the Memorandum of Settlement shall become illegal, null, or void for any reason, or shall be held by a court of competent jurisdiction to be illegal null, void, or against public policy, the Global Settlement Agreement and any agreement it is incorporated into, including this Agreement, shall be null and void, and the Settling Parties shall be returned to their respective positions as of June 27, 2019.

14.7 Independent Advice of Counsel. The Class Action Settling Parties represent and declare that in executing this Agreement, they rely solely upon their own judgment, belief, and knowledge, and the advice and recommendations of their own independently selected counsel.

14.8 Voluntary Agreement. The Class Action Settling Parties represent and declare that they have carefully read this Agreement and know the contents thereof, and that they have signed the same freely and voluntarily.

14.9 Authorization. Each person executing this Agreement represents and warrants that he or she has full and complete authority to bind and commit to this Agreement and to its provisions and actions contemplated herein by the respective Class Action Settling Party on whose behalf the Agreement is signed.

14.10 Counterparts. The Class Action Settling Parties agree this Agreement may be executed in counterparts, facsimile, or e-mail. Pdf image signatures have the same force and effect as original signatures. A copy of the signed original of the Agreement may be used for all purposes for which a signed original can be used.

14.11 Modification. This Agreement may not be amended modified, or otherwise changed except by a written instrument duly signed by authorized representatives of all Class Action Settling Parties. Any modification to the Agreement requires court approval.

14.12 Enforcement. Nothing in this Agreement shall be construed to prevent a Settling Party from bringing forward an action for enforcement of this Agreement.

14.13 Governing Law; Venue; Retention of Jurisdiction. This Agreement, and any disputes arising under this Agreement, shall be governed, construed, and enforced in accordance with the

31 laws of the State of California without giving effect to the provisions, policies, or principles relating to choice of law or conflict of laws. The Class Action Settling Parties further acknowledge, agree, and stipulate that the San Francisco Superior Court shall retain jurisdiction to enforce the terms of this Agreement. The Class Action Settling Parties waive any rights to remove any such dispute to federal court or to have such disputes arbitrated.

14.14 Waiver. The waiver by one Class Action Settling Party of any provision or breach of the Agreement shall not be deemed a waiver by any other Class Action Settling Party of any other provision or breach of the Agreement. Further, the waiver by one Class Action Settling Party of any provision or breach of the Agreement shall not be deemed a waiver of any other provision or breach of the Agreement.

14.15 Signatures of Class Members Unnecessary to be Binding. The Parties agree that, because the members of the Settlement Class are numerous, it is impractical, if not impossible, to have each Settlement Class Member execute this Agreement. The Notice discussed above advises all Settlement Class Members of the binding nature of the Release provided herein, and therefore the Release provided herein shall have the same force and effect as if this Agreement were executed by each individual Settlement Class Member.

14.16 Notices. Where notice is required to be given by a Class Action Setting Party under the terms of this Agreement, notice shall be served on all parties to this Agreement, the Global Settlement Agreement and the Mediators by email to the email addresses contained on the Proof of Service provided outside of any mediation protection by Scott Schreiber on the Execution Date, and to the Mediators to [email protected].

14.17 Plaintiffs’ Waiver of Right to Challenge, Object or Seek Exclusion. By signing this Agreement, Plaintiffs agree to be bound by the terms herein and further agree not to submit a Challenge or Objections, or otherwise request to be excluded from the Settlement Class. Any such Challenge, Objection or other request for exclusion from the Settlement Class submitted by Plaintiffs shall therefore be void and of no force or effect, and Plaintiffs are conclusively deemed to be Settlement Class Members, subject to the remaining terms of this Agreement.

14.18 Taxes. The Class Action Settling Parties and Class Counsel make no representation with respect to the taxability of any of the Gross Class Settlement Proceeds received as a result of this Agreement and acknowledge it is the sole responsibility of the Settlement Class Members to investigate the taxability of such proceeds.

14.19 Breach of Class Action Settlement Agreement. The prevailing party shall be entitled to recover its reasonable attorneys’ fees incurred in any future action needed to enforce the terms of this Agreement against a party found to be in breach of this Agreement.

14.20 Exhibits. All Exhibits to this Agreement are material and integral parts hereof and are incorporated by reference as if fully rewritten herein.

IN WITNESS WHEREOF, the Parties hereby enter this Agreement as indicated by their signatures below.

EXHIBIT A

Global Settlement Agreement Millennium Tower Litigation

This Global Settlement Agreement is executed as of March 9, 2020 (“Execution Date”) by and among the parties and entities identified individually by name in Exhibits 1.a and 1.b, which are attached and incorporated herein by reference. Capitalized terms have the meaning set forth herein. As further defined in Section 1.35, the parties are hereinafter collectively referred to as “Settling Parties” unless specifically referenced by name.

1. DEFINITIONS

1.1. “Adjacent Property” means each of the following properties and improvements thereon: (i) the Transbay Transit Center property (now known as the Salesforce Transit Center); (ii) the Salesforce Tower property located at 415 Mission Street; and (iii) the property located at 350 Mission Street (now known as Salesforce East) (collectively the “Adjacent Properties”).

1.2. “Adjacent Property Owners” means any past, current, or future owners of any property interests in the Adjacent Properties and their Related Persons and Entities.

1.3. “Attorneys’ Fees and Expenses” means all attorneys’ fees and costs, expert fees and costs, investigative costs, and witness fees related to: (i) the Upgrade Plan; (ii) repairs of the Subject Property; (iii) the Subject Action; (iv) the mediation of the Subject Action (including fees and costs paid to the mediation team); (v) the negotiation and implementation of this Global Settlement Agreement, the Proceeds Agreement and other settlement documents, including the Class Action Settlement Agreement; and (vi) any effort to obtain a Final Approval Order or to satisfy other conditions to settlement in this Global Settlement Agreement or the Class Action Settlement Agreement.

1.4. “Catastrophic Damage” is a man-made event that causes physical damage to, and significantly affects the value of, five or more residential units in the Subject Property.

1.5. “CCSF” means the City and County of San Francisco, each of which is a Settling Party.

1.6. “City Conditions” means each of the following events that are express conditions precedent to the validity and enforceability of this Global Settlement Agreement: (a) Completion by the CCSF of its environmental review as required by CEQA, the completion of which occurred through the publication by the San Francisco Planning Commission of that certain written Mitigated Negative Declaration (“MND”) on December 27, 2019; (b) Approval of the Global Settlement Agreement and the Class Action Settlement Agreement by the CCSF Board of Supervisors (“CCSFBS”) by formal adoption of an ordinance authorizing the Global Settlement Agreement and the Class Action Settlement Agreement followed by approval by the Mayor; (c) Approval by the CCSFBS by formal adoption of the Street Vacation Ordinance; (d) Approval by the CCSFBS by formal adoption of legislation, which, at the MTA’s request, will condition the conveyance of the City Easement on the issuance of a final and effective building permit, authorizing the City Easement in substantially the same form as set forth in Exhibit 2 (the “City Easement”); and (e) Approval by the CCSFBS of the Trust Exchange Resolution.

1.7. City Easement. City Easement means the easement agreement identified in Section 1.6 above. CCSF shall cause the City Easement to be recorded no later than five (5) days after CCSF is dismissed from all Subject Actions to which it is a party.

1.8. “Claim” or “Claims” means any and all past, present, and future rights, claims, cross- claims, class claims, suits, demands, liabilities, damages, losses, debts, obligations, dues, liens, actions, and causes of action of every kind or nature whatsoever, whether known or unknown, whether foreseen or unforeseen, whether vested or contingent, whether accrued or unaccrued, whether based on direct or secondary liability (including, without limitation, agency or alter ego), whether subrogated or unsubrogated, including, but not limited to: claims in law, equity, tort, by statute, in contract, warranty, equity, extra-contractual, and for breach of the duty of good faith and fair dealing, unfair settlement practices, strict liability, negligence (including, without limitation, gross and professional negligence), breach of contract, inverse condemnation, inconvenience, interference, nuisance, express indemnity, equitable indemnity, apportionment, contribution, subrogation, defense costs, alleged duties to provide insurance, punitive or exemplary damages, intentional conduct, malice, libel, slander, defamation, mental anguish, fraud, misrepresentation, conspiracy to commit fraud, diminution in value, stigma, loss of use, loss of enjoyment, loss of business opportunity, damage to business reputation, lost profits or goodwill, consequential damages, special damages, general damages, personal property damage, real property damages, economic and non-economic damages, restitution, rescission, and compensatory damages, interest, Attorney’s Fees and Expenses, other attorneys’ fees and expenses, costs of court, tax liabilities, penalties, claims under any statute, state or federal constitution, common law or any other theory of recovery.

1.9. “Class Action” means the suit styled Maui Peaks Corporation, et al. v. Mission Street Development LLC, et al., Case No. CGC-17-560322, Superior Court of the State of California in and for the County of San Francisco, and is part of the “Subject Action.”

1.10. “Class Action Settlement Administrator” means EPIQ Class Action and Claims Solutions, Inc. (“Epiq”) which, subject to approval by the Court, will perform those tasks as outlined in the Class Action Settlement Agreement and the separate agreement retaining the Class Action Settlement Administrator’s services for the Class Action Settlement Agreement.

1.11. “Class Action Settlement Agreement” means the settlement agreement pertaining to the Class Action, a copy of which (without exhibits) is attached hereto as Exhibit 7. As provided for in Section 3.3, the Global Settlement Agreement is conditioned upon and shall not be effective unless and until all applicable court(s) (including if there are any resulting appeals) grant(s) final approval of the Class Action Settlement Agreement. A challenge, including appeals, solely to fees or cost reimbursements to class counsel shall have no effect on the finality of the Global Settlement Agreement.

1.12. “TJPA Easement Agreement” means the 2008 Easement Agreement executed by MSD and the TJPA and the First Amended Easement Agreement executed by MSD, MTA and the TJPA.

1.13. “Effective Date” means the day all of the conditions in Section 3.3 below are satisfied. In no event, shall the Effective Date be earlier than May 31, 2020.

1.14. “Environmental Review” means environmental review of the Upgrade Plan under the California Environmental Quality Act (“CEQA”) (California Public Resources Code Sections 21000 et seq.), the CEQA Guidelines (California Code of Regulations, Title 14, Sections 15000 et seq.), and Chapter 31 of the San Francisco Administrative Code.

1.15. “Final Approval Order” shall have the meaning given to it in Section 2.25 of the attached Class Action Settlement Agreement.

1.16. “Global Settlement Administrator” means Citibank, N.A., who will perform certain tasks as outlined in this Global Settlement Agreement.

1.17. “Global Settlement Agreement” means this Global Settlement Agreement, including all terms and exhibits hereto.

1.18. “Global Settlement Proceeds” means the aggregate total amount of agreed contributions from certain Settling Parties, including TJPA, and/or their insurers or risk financing entities, and distributed by the Global Settlement Administrator pursuant to the Global Settlement Agreement and/or the Proceeds Agreement.

1.19. “MSD” means Mission Street Development, LLC, a Settling Party herein. For the avoidance of doubt, MSD is not, and shall not be, included within the definition of the Unit Holder, Upgrade Contractor, or Upgrade Design Professional.

1.20. “MTA” means the Millennium Tower Association, a Settling Party herein.

1.21. “Non-Upgrade Repairs” means all repairs to be made by or on behalf of MTA and/or the Unit Holders to address any defects or damages to the Subject Property, excluding the Upgrade.

1.22. “Ongoing Operations” means construction activities at 301 Mission Street related to the Upgrade from and after the Execution Date, but does not extend to completed construction activities for work related to the Upgrade or by the Upgrade Contractor. The Ongoing Operations will be deemed completed at the earliest of the following times: (a) when all of the Upgrade Contractor’s work set forth in the Upgrade Contractor’s contract to construct the Upgrade has been completed; (b) when all of the work to be done by the Upgrade Contractor at the Millennium Tower site has been completed; or (c) when the Upgrade at the Millennium Tower site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the Upgrade. Work that may need service, maintenance, repair or replacement, but which is otherwise complete, will be treated as completed.

1.23. “Opt Out” means a request by a Class Member to be excluded from the settlement class by following the procedures in the Preliminary Approval Order and the Class Notice, as each of those terms are defined and as provided for in Sections 2.41 and 2.14 respectively, of the Class Action Settlement Agreement.

1.24. “Opt Out Deadline” means forty-five (45) calendar days after the Notice Date, as defined in Section 2.31 of the Class Action Settlement Agreement, or such other date as the Court may set. Any Request for Exclusion under Section 9.3 of the Class Action Settlement Agreement must be postmarked no later than the Opt Out Deadline.

1.25. “Opt Out Limit” means a numerical limit on the number of Opt Outs permitted, which has been separately agreed to by the Class Action Settling Parties in accordance with the Class Action Settlement Agreement upon which such number being exceeded each Settling Defendant’s termination rights under Section 4.3 below shall vest. The Opt Out Limit will be confidentially disclosed to the Court should it be exceeded or should the Court request it as part of the Class Action Settlement Approval process.

1.26. “Paying Settling Parties” mean those Settling Parties (except TJPA and CCSF) who are making, or on whose behalf their insurers will make, confidential payments toward the Global Settlement Proceeds pursuant to the Proceeds Agreement.

1.27. “Plaintiffs’ Groups” means the groups of individual plaintiffs identified in Exhibit 3 who have filed separate cases that are part of the Subject Action.

1.28. “Proceeds Agreement” means the confidential written Proceeds Deposit and Payment Agreement pursuant to which the Settling Parties will each pay their respective portion of the Global Settlement Proceeds or receive their respective portion of the Global Settlement Proceeds (except TJPA and its members, including CCSF whose contributions, if any, are set forth in section 3.1) and the Settlement Class Members (whose receipts are covered by the Class Action Settlement Agreement). For the avoidance of doubt, the Settlement Class Members and TJPA and its members, including CCSF, are not signatories to the Proceeds Agreement.

1.29. “Related Persons and Entities” shall refer to a Settling Party’s past, present and future: parent companies, divisions, subsidiaries, affiliates, related corporations and entities, alter egos, members, managers, directors, officers, board members, contract professionals, employees, agents, insurers of every type (including but not limited to primary, excess, and umbrella, comprehensive general liability, professional liability, and other types of insurers, risk financing entities, carriers, sureties, reinsurers, or retrocessionaires), attorneys, experts, lenders, designers, lienholders, mortgagees, predecessors, partners, joint venturers, legal representatives, heirs, administrators, trustors, trustees, beneficiaries, assigns, successors, legal and/or equitable owners, or any other successors in interest of any type or character whatsoever, transferees, future unit owners, contractors, subcontractors, architects, engineers, subconsultants and suppliers of any tier including but not limited to any person or entity insured under one or more of the contractor controlled insurance program (“CCIP”) policies procured in connection with construction of the Subject Property and/or any person or entity insured under one or more of the CCIP policies procured in connection with construction of the Salesforce Tower project (including, but not limited to, the enrollees identified in Exhibit 4 attached hereto and incorporated herein by this reference). For former and current owners of units in the Subject Property, Related Persons and Entities shall also include co-owners, and any person with a legal and/or equitable ownership in a unit, spouses and other family members of owners, family trusts,

tenants (including but not limited to, sub-tenants, co-tenants, and tenants in common) licensees, and occupants of a Settling Party. Notwithstanding anything in this Global Settlement Agreement to the contrary, the Upgrade Contractor and Upgrade Design Professional are not a Settling Party or a Related Person or Entity for or with respect to any act or omission with respect to the Upgrade. For avoidance of doubt, any future: contractors, subcontractors, architects, engineers, consultants, subconsultants, and suppliers of any tier retained by or on behalf of MTA or MSD, with respect to the Upgrade, Upgrade Construction Activities or the Upgrade Plan do not fall within the definition of Related Persons or Entities with respect to that work. For avoidance of doubt, any future: contractors, subcontractors, architects, engineers, consultants, subconsultants, and suppliers of any tier retained by or on behalf of MTA or Unit Holders with respect to Non- Upgrade Repairs, or other maintenance, repair, or construction activities at the Subject Property do not fall within the definition of Related Persons or Entities with respect to that work.

1.30. “Released Matters” means the Subject Action Claims and the Upgrade-Related Claims but not including:

(1) any subsequent Claims to enforce the terms of this Global Settlement Agreement;

(2) any Claims relating to the indemnity obligations set forth in Section 7.12 and 7.16;

(3) the Assigned Claims, as defined in Section 7.4;

(4) Claims that the MTA retains as provided for in Section 7.5;

(5) Claims that the Unit Holders retain as provided for in Section 7.6;

(6) Claims that the Adjacent Property Owners retain as provided for in Section 7.7;

(7) Claims that are within the exception as to Governmental Functions as provided for in Section 7.8;

(8) Any claims for reimbursement of defense fees and costs, against an insurance company or risk financing entity allegedly owed pursuant to additional insured coverage. This exception does not include claims for reimbursement of any portion of the Global Settlement Proceeds against an insurance company or risk financing entity allegedly owed pursuant to additional insured obligations, which are satisfied and released pursuant to the Global Settlement Agreement. Further, this exception does not apply to any claims for defense fees and costs by or against a CCIP;

(9) Any claims for reimbursement solely regarding payments toward the Global Settlement Proceeds made by insurers or risk financing entities of a named

insured for equitable indemnity, equitable contribution, or equitable subrogation against other insurers of the same insured. This exception does not include claims for additional insured indemnity obligations or payments from Millennium Tower CCIP insurers; and

(10) Claims that are provided for in Section 7.17 below.

Clauses 8 and 9 of this Section shall not apply to TJPA’s carriers or risk financing entities, SDRMA and Evanston, as to which such claims are fully released, which release concerns solely the obligations under those policies or liability coverage agreements, including additional insured and additional covered party endorsements and certificates, issued by SDRMA and Evanston to TJPA and MSD. Likewise, SDRMA and Evanston, fully release all insurers and Parties to the Global Settlement Agreement for any claims relating to or arising out of any settlement payment made by SDRMA and Evanston for any monies paid on behalf of TJPA.

The exclusion of any matter from the Released Matters does not suggest that any carved- out claim has merit and all parties retain their rights and defenses as to those claims.

1.31. “Released Parties” means the Settling Parties and the Related Persons and Entities.

1.32. “Settlement Class Members” shall have the meaning as set forth in Section 2.47 of the attached Class Action Settlement Agreement.

1.33. “Settling Defendants” means all defendants, cross-defendants, and signatories to this Global Settlement Agreement as shown on Exhibit 1.b who are settling pursuant to this Global Settlement Agreement (a “Settling Defendant” refers to a singular member of any of the foregoing groups that collectively constitute “Settling Defendants”). For the avoidance of doubt, the Settling Defendants do not and shall not include the Upgrade Contractor and Upgrade Design Professional, or the MTA.

1.34. “Settlement Payments” means the payments from the Global Settlement Proceeds to be made to the Class Action Settlement Administrator, the MTA and the Plaintiffs’ Groups under the terms of this Global Settlement Agreement, the Proceeds Agreement and/or the Class Action Settlement Agreement.

1.35. “Settling Parties” means the collective signatories to this Global Settlement Agreement as are identified in Exhibit 1.a and Exhibit 1.b, and all Settlement Class Members as defined in the Class Action Settlement Agreement (a “Settling Party” refers to a singular member of the foregoing groups that collectively constitute “Settling Parties”).

1.36. “Settling Plaintiffs” means the parties listed in Exhibit 1.a, as well as all Settlement Class Members defined in Section of 2.47 the Class Action Settlement Agreement.

1.37. “Street Vacation Ordinance” means a CCSFBS ordinance ordering the vacation of the sidewalk portion of streets on the south side of Mission Street at the intersection of Mission and Fremont Streets and on the east side of Fremont Street at the same intersection in substantially the same form as Exhibit 8.

1.38. “Subject Action(s)” means collectively each and every action listed in Exhibit 5, be they actions in the Superior Court, federal court, or any other alternative dispute resolution forum.

1.39. “Subject Action Claims” means any and all Claims that any Settling Party or Related Persons and Entities may have, ever had, now has, or may hereafter have related to or arising out of: (a) movement (including, but not limited to, vertical settlement and tilt) of the Subject Property; (b) the performance, original design or construction of the Subject Property including the design or manufacture of any component parts, or any damage, defects, conditions or loss to or use of the Subject Property, whether patent or latent, including, without limitation, any claimed non-conforming or defective conditions or repairs or violations of statutory standards for residential construction; (c) the sale, lease, or transfer of any rights in the Subject Property, including but not limited to the sale, lease, or transfer of any units in the Subject Property; and/or (d) all Claims and cross-claims that have been or could have been asserted in the Subject Action related to the Subject Property. Notwithstanding the foregoing or anything else in this Global Settlement Agreement, Subject Action Claims do not include Claims preserved by sections 1.30, 7.4, 7.5, 7.6, 7.7, and 7.17.

1.40. “Subject Property” means the entire Millennium Tower development, including but not limited to the real property located at 301 Mission Street, San Francisco, California 94105, and all improvements thereon and appurtenant thereto and thereunder, and the Millennium Tower (i.e., the tower itself); the podium structure, the basement; the piles; the mid-rise structure; the parking areas (including the parking garage); common areas; fixtures; personal property that at any time was located at the Subject Property; commercial areas; utilities; individual residential units; and all land.

1.41. “TJPA” means the Transbay Joint Powers Authority, a Settling Party herein.

1.42. “Trust Exchange Resolution” means a CCSFBS resolution approving the removal of the Public Trust for commerce, navigation, and fisheries imposed by the Burton Act on portions of streets on the south side of Mission Street at the intersection of Mission and Fremont Streets and on the east side of Fremont Street at the same intersection as well as other areas on Mission, Fremont, and Beale Streets and addition of the Public Trust on certain streets near Fisherman’s Wharf, as set forth in Exhibit 9.

1.43. “Unit Holder” means (1) the owner of any individual unit or combination of units in the Subject Property that is a plaintiff, cross-complainant, or a Settlement Class Member in any case within the Subject Action; and (2) any other person or entity who, as of the Execution Date, claims any interest, whether legal or equitable, in the title of one or more residential or commercial unit in the Subject Property owned by another, including, but not limited to, predecessors, successors, assigns, lessees, sublessees, trustees, beneficiaries, or devisees of such person or entity. For the avoidance of any doubt, Unit Holder does not include the MTA.

1.44. “Upgrade” means work that has been performed, and is to be performed, as part of the Upgrade Plan.

1.45. “Upgrade Construction Activities” means and is limited to action taken by any person or entity in connection with designing, planning, coordinating, constructing, providing material or services for, or otherwise participating in implementing the Upgrade Plan.

1.46. “Upgrade Contractor” means Shimmick Construction, Inc., and its subcontractors, consultants and suppliers retained to construct the Upgrade and any successors or assignees. Upgrade Contractor shall also include any new or replacement contractor, subcontractors, consultants and suppliers retained to perform all or any portion of the work to be performed by the Upgrade Contractor.

1.47. “Upgrade Design Professional” means Simpson Gumpertz & Heger, Inc. and its subconsultants retained in connection with the design of the Upgrade and any successors thereto.

1.48. “Upgrade Plan” means the plan for the perimeter pile upgrade being undertaken on behalf of the MTA as a voluntary seismic upgrade and foundation stabilization for the Subject Property (City and County of San Francisco, Department of Building Inspection (“SFDBI”) Permit No. 2018.12.04.7402), and the associated shoring and excavation design (SFDBI Permit No. 2018.12.07.7819) and indicator pile program (SFDBI Permit No. 2018.12.07.7828), and includes all designs, drawings, and plans prepared for the Upgrade and available with SFDBI.

1.49. “Upgrade-Related Claim(s)” means, except as provided below, (a) any and all Claims that any Settling Party or Related Persons and Entities may have, ever had, now has, or may hereafter have which allegedly arise out of or relate to the design, engineering, construction or performance or non-performance of the Upgrade, the Upgrade Plan, and the Upgrade Construction Activities, including, but not limited to, claims for economic damages, non-economic damages, property damage, diminution in value, stigma, loss of use, distress, bad faith, attorneys’ fees, expert fees, repair costs, investigative costs, and any other acts or omissions, conduct or damage of every kind and nature whatsoever; and (b) any and all Claims related to inconvenience, interference, nuisance, or other claims based on alleged impacts on use or enjoyment of the Subject Property. Notwithstanding the foregoing or anything else in this Global Settlement Agreement, certain Upgrade- Related Claims are not released by this Global Settlement Agreement, and are instead expressly reserved by Sections 1.30, 7.4, 7.5, 7.6, and 7.7.

2. FACTUAL REPRESENTATIONS

2.1. Beginning on or about August 17, 2016, various plaintiffs filed complaints asserting causes of action against numerous defendants related to movement of the Subject Property and other alleged defects or damages caused to the Subject Property, which complaints have been related, coordinated and/or consolidated under the case entitled, Laura S. Lehman v. Transbay Joint Powers Authority, et al., Case Number CGC-16-553758 in the Superior Court of San Francisco and which, along with other cases, are listed in Exhibit 5. The defendants deny generally the allegations contained in the complaints.

2.2. In cases that have been coordinated under the case entitled, Laura S. Lehman v. Transbay Joint Powers Authority, et al., Case Number CGC-16-553758, various defendants and cross-defendants have initiated cross-complaints, and various other parties have appeared as cross-defendants and cross-complainants. The cross-defendants deny generally the allegations in the cross-complaints.

2.3. Initial mediation efforts relating to any Subject Action Claims began in September 2016, with regard to a Right to Repair Act claim that was noticed by the Millennium Tower Association, and that later expanded to include other claims and parties.

2.4. After the initial mediation efforts did not succeed in resolving the Right to Repair Act claim and other Subject Action Claims, all Settling Parties began participating in a global mediation before a mediation team led by the Honorable Daniel Weinstein that also includes the Honorable Ronald Sabraw, Gerald Kurland, Gard Holby, and Peter Kamminga, to address all disputes among the Settling Parties concerning the Subject Action.

2.5. These global mediation efforts have included numerous sessions with the mediation team, presentations by various parties and their experts, and extensive work between and among the Settling Parties and mediators.

2.6. As a result of the mediation efforts, extensive settlement discussions and negotiations, and in order to avoid the risks and costs of continued litigation, the Settling Parties desire to resolve the Subject Action and Released Matters between and among them finally and forever, pursuant to the terms of this Global Settlement Agreement.

2.7. The Settling Parties intend this Global Settlement Agreement to resolve the Subject Action and the Released Matters.

2.8. Pursuant to its governing documents, the MTA is the owner of and has control over the common elements of the Subject Property, including but not limited to, the podium, the garage, and the foundation of the Millennium Tower, the 58-story, 645-foot-tall structure (the “Tower”) that is a component of the Subject Property.

2.9. Subject to the permitting authority of the CCSF, and pursuant to the MTA’s governing documents, the MTA has sole discretion and control over decisions as to whether to allow any upgrades or modifications to be made to the common elements of the Subject Property. As a component of the Global Settlement Agreement and the resolution of the MTA’s Claims in the Subject Action, the MTA has adopted the Upgrade Plan to address and to resolve its Claims related to movement of the Subject Property and the causes and effects thereof.

2.10. The Upgrade Plan is a proposed upgrade to the foundation of the Tower.

2.11. The MTA is the project sponsor of the Upgrade and it has and will have control over the Upgrade Plan, as well as control over implementation of the Upgrade.

2.12. The Upgrade Plan may not be modified without the consent and approval of the MTA.

2.13. The Upgrade Contractor is Shimmick Construction, Inc., a subsidiary of AECOM.

2.14. Shimmick is a member of Shimmick-Nicholson Joint Venture, which is a Settling Party. Notwithstanding anything to the contrary contained herein, Shimmick’s work on the Upgrade is unrelated to Shimmick-Nicholson Joint Venture’s and its Related Persons or Entities (“SNJV”) agreement to the terms of this Global Settlement Agreement and SNJV has no duties, responsibilities, obligations, liabilities, or other legal or equitable connection whatsoever to the Upgrade Plan or to the Upgrade.

2.15. MSD has provided and will provide services to the MTA related to the permitting and approval of the Upgrade Plan, and will provide services to the MTA related to implementation of the Upgrade, including services related to Shimmick’s work, and the work of certain consultants and design engineers, pursuant to contractual relationships with and among the MTA, Shimmick, and the consultants and design engineers.

2.16. The Upgrade Plan was designed by the Upgrade Design Professional for the use and benefit of only the MTA and the Unit Holders.

2.17. Other than the roles identified above as to Shimmick, the MTA, and MSD, no Settling Party is responsible under this Global Settlement Agreement for providing services, oversight, or work related to implementation of the Upgrade or the Upgrade Plan.

2.18. The final Mitigated Negative Declaration published by CCSF for the Upgrade (the “MND”), states that the Tower’s existing foundation system consists of a 10-foot-thick reinforced concrete foundation that is supported by 942 concrete piles that extend approximately 75 to 85 feet below ground surface to the Colma Sands soil layer.

2.19. The MND is a public record that is available at https://citypln-m- extnl.sfgov.org/SharedLinks.aspx?accesskey=a3188c491fd824c33258d48103d7a0d75f85 c763883b49777f9ee362eef31049&VaultGUID=A4A7DACD-B0DC-4322-BD29- F6F07103C6E0. The MND was prepared by CCSF in cooperation with the project sponsor and its representatives, and statements made in the MND are based, in part, on representations made by the project sponsor and its representatives to CCSF. The MND is intended to be read as a whole, and is referenced in these factual representations for informational purposes only.

2.20. The MND states that the Upgrade project site is located at and adjacent to the Subject Property, and includes portions of the public right-of-way on Fremont, Mission, and Beale streets adjacent to the Subject Property.

2.21. The MND states that the MTA, as project sponsors, asserts that Subject Property and portions of the Tower have experienced vertical and differential settlement.

2.22. The MND states that the MTA asserts that the existing mat foundation of the Tower has settled approximately 17.6 inches at its lowest point, near the northwest corner of the Tower building, such that the top of the building tilts approximately 17.1 inches to the northwest near the corner of Mission and Fremont streets.

2.23. The MTA submitted three building permit applications (Permit Nos. 201812047402, 201812077819, and 201812077828) for the Upgrade to SFDBI on December 4, 2018 and December 7, 2018.

2.24. The MND states that the Tower has been evaluated and determined to be structurally sound.

2.25. The MND states that the Upgrade Plan is intended to implement a structural upgrade of the Tower building foundation, through installation of a structural extension of the existing mat foundation for the Tower building along its north and west sides, supported by 52 new piles extended to bedrock.

2.26. The MND states that the Upgrade Plan is designed to meet the requirements of section 403.9, Voluntary Seismic Improvements, of the San Francisco Existing Building Code, with the intent to reduce future settlement of the Tower.

2.27. The MND states that in addition to abating further settlement in the northwest corner of the Tower building’s existing foundation, the project sponsor asserts that the Upgrade Plan may allow for gradual tilt correction of the Tower building over time, by allowing future long-term settlement to occur over portions of the Tower mat.

2.28. The MND states that the Upgrade Plan geotechnical report indicates that future long-term settlement of the Tower could occur under the Upgrade Plan.

2.29. The MND states that the Upgrade Plan has undergone independent engineering design peer review in accordance with SFDBI requirements related to structural, geotechnical, and seismic hazard design review for the alteration or retrofit of existing buildings.

2.30. The MND states that the peer review team was convened by and under contract with SFDBI.

2.31. The MND states that the peer review team consisted of four members, all licensed professional engineers with extensive experience in structural, geotechnical, and civil engineering including earthquake engineering.

2.32. The MND states that the peer review team during its review assessed the project drawings, structural calculations, geotechnical investigation, written supplements, and reports.

2.33. The MND states that all of the peer review team’s comments on the geotechnical and structural design have been adequately addressed by the project’s design team, and there are no outstanding or unresolved issues, as indicated in its August 27, 2019 findings and recommendations to SFDBI.

2.34. The MND states that the independent peer review team found that once the Upgrade is constructed, the Subject Property would be expected to have performance consistent with the design objectives and in conformity with section 403.9, Voluntary Seismic Improvements, of the San Francisco Existing Building Code, and SFDBI concurred with this finding.

2.35. The MND states that the Upgrade project site, where construction activities and staging for the proposed improvements would occur, consists of an approximately 13,900 square foot area within the existing Mission, Beale, and Fremont streets public right-of-way, including sidewalks and sub-sidewalks, vehicular lanes, and parking, adjacent to the Tower and Podium buildings.

2.36. The MND states that Upgrade construction activities are planned to be staged along the perimeter of Fremont, Mission, and Beale streets, requiring the closure of certain travel lanes and sidewalks, with resulting impacts on transit and traffic patterns, as set forth in the MND.

2.37. The MND evaluated the potential environmental impacts of construction activities and other work related to the Upgrade.

2.38. The MND states that prior to excavation and construction of the Upgrade project, implementation of an indicator pile beneath the sidewalk near the corner of Fremont and Mission Streets will be required.

2.39. Because the indicator pile program is necessary to assess the geological strength of the bedrock underneath the Tower building and to determine the required depth of extension of the piles into the rock to achieve design strength, construction of the Upgrade or implementation of the Upgrade Plan may be modified or may not proceed as designed unless the indicator pile program validates the Upgrade Plan.

2.40. The MTA and the Unit Holders acknowledge that prior to commencement of construction of the Upgrade, the MTA as project sponsor will be required to obtain all necessary entitlements and approvals from the relevant government and regulatory authorities.

2.41. The MTA and the Unit Holders acknowledge that the funds required for construction of the Upgrade, including for pre-construction and construction-related services and work associated with the Upgrade, will come from the Global Settlement Proceeds contributed by the Paying Settling Parties, and/or their insurers (pursuant to the Proceeds Agreement) and TJPA, CCSF, as appropriate, and/or their insurers or risk financing entities (pursuant to the Global Settlement Agreement).

2.42. The MTA and the Unit Holders acknowledge that construction of the Upgrade will not commence unless and until the City Easement has been executed, all necessary entitlements and approvals have been provided, the Subject Action and each of them (except the Class Action), have been dismissed with prejudice as required by the Global Settlement Agreement, a final judgment has been entered in the Class Action approving the settlement and providing for the Court to retain jurisdiction to enforce the terms of the judgment pursuant to California Rule of Court 3.769(h), the Upgrade has been fully funded and insured, and the other conditions in the Global Settlement Agreement have been satisfied, including all of the requirements for there to be an Effective Date for this Global Settlement Agreement and for the Class Action Settlement Agreement.

NOW THEREFORE, in consideration of the factual representations and definitions set forth above, which are incorporated herein, and the mutual promises and covenants set forth herein, the Settling Parties agree as follows:

3. SETTLEMENT PAYMENTS

3.1. Global Settlement Proceeds funding. Within 30 calendar days after the Effective Date, all Paying Settling Parties, and TJPA, and/or their respective insurers or risk financing entities, as appropriate, on their respective behalves hereby agree and shall pay to the Global Settlement Administrator their respective portions of the Global Settlement Proceeds pursuant to the Proceeds Agreement (as to the Paying Settling Parties) or as set forth below (as to TJPA and CCSF). The mediation team has verified and confirmed the amounts to be paid by TJPA and its insurers or risk financing entities to the Global Settlement Administrator provided this Global Settlement Agreement is approved by the TJPA Board and all other conditions precedent to payment in Section 3.3 are satisfied. By full execution of this Global Settlement Agreement after the TJPA Board approval, TJPA agrees that it shall pay or cause its insurers or risk financing entities to pay, those amounts, which shall only be disclosed after execution of the Global Settlement Agreement by all other Settling Parties and approval of the Global Settlement Agreement by the TJPA Board as provided and subject to the conditions above. In no event shall the timing of TJPA’s payment obligations, or obligations of its risk financing entities or insurers, occur before the time for payments to the Global Settlement Administrator by any Paying Settling Party or their respective insurers. Payments made to the Global Settlement Administrator by or on behalf of TJPA shall be handled in accordance with the escrow instructions applicable to payments by Paying Settling Parties as agreed to with Citibank, N.A.

The mediation team has also committed to TJPA and the CCSF that within 30 days of the full execution of the Global Settlement Agreement they will re-confirm with the MTA, Class Counsel (on behalf of the Settlement Class), and the Plaintiffs’ Groups the amounts they are expected to receive from the Global Settlement Proceeds. Should the mediation team report to TJPA and the CCSF that they are unable to provide such confirmation (“Failed Confirmation”), TJPA and/or the CCSF shall have the right to terminate this Global Settlement Agreement and any other Agreement it is incorporated into to which it is a party. The parties acknowledge that this Failed Confirmation shall fall outside any mediation protections. Should TJPA and/or the CCSF intend to exercise such termination rights, TJPA and/or the CCSF shall first provide notice of intent to do so to all Settling Parties within 10 days of receipt of such information from the mediation team. It may thereafter terminate the Global Settlement Agreement by filing a document in the lead Lehman matter not less than 31 calendar days or not more than 40 calendar days after sending its notice of intent to terminate.

3.2. As soon as practicable after the approved funding in full of the Proceeds Agreement (as to the Paying Settling Parties) and as to TJPA as provided pursuant to section 3.1 above, the Global Settlement Administrator shall distribute the Settlement Payments in accordance with the terms of this Global Settlement Agreement, the Proceeds Agreement, and/or the Class Action Settlement Agreement as appropriate.

3.3. Conditions to Settlement. The Settling Parties agree that this Global Settlement Agreement, and the settlements, releases, and waivers contemplated hereunder, will be contingent upon , and no Settling Party or any contributing insurer or risk financing entity shall be obligated to make any payments unless and until each and every one of the following conditions are satisfied:

(a) all Parties identified in Exhibit 1.a and Exhibit 1.b have executed this Global Settlement Agreement, and as necessary, the Class Action Settlement Agreement, the Proceeds Agreement, other agreements referenced herein, and the Services and Funding Agreement within 42 calendar days of the Execution Date. All parties shall provide notice of their signatures pursuant to Section 11.18. For purposes of this condition Section 3.3(a) only, TJPA’s and CCSF’s signature as to form to present this Global Settlement Agreement and Class Action Settlement Agreement to their respective boards shall be deemed to satisfy this condition, but such signatures shall not satisfy Sections 3.3(g) or Section 3.3(h);

(b) the Court in the Class Action enters the Preliminary Approval Order;

(c) the Opt Out Limit is not reached or is reached and no Settling Party timely exercises its termination rights under Section 4.3 below or Section 9.5 of the Class Action Settlement Agreement;

(d) the Court in the Class Action enters the Final Approval Order and enters judgment in the Class Action;

(e) expiration of the time:

(i) to appeal or to seek review in the California appellate court of last resort of the Final Approval Order or a judgment entered in the Class Action; and

(ii) to bring a motion under California Code of Civil Procedure Section 663 challenging the class judgment resulting from the Final Approval Order and/or an appeal from any denial of any such Section 663 motion;

(g) completion and satisfaction of each of the City Conditions identified in Section 1.6 above;

(h) approval of this Global Settlement Agreement and the Class Action Settlement Agreement by the Board of Directors for the TJPA followed by execution by an authorized representative;

(i) no Settling Party exercises any contractually provided termination rights as set forth in this Global Settlement Agreement, the Proceeds Agreement, and/or the Class Action Settlement Agreement, as applicable, within the time allowed to do so;

(j) all conditions in Section 2.42 have been satisfied and the Services and Funding Agreement and the Construction Contract have been executed; and

(k) no new litigation is commenced against any Settling Defendant regarding the Millennium Tower before all other conditions under this Section 3.3 are satisfied.

If any of these conditions fails to be satisfied, this Global Settlement Agreement and any agreement it is incorporated into shall be terminated and the terms of Sections 4.4 and 11.2 shall apply. A challenge solely to fees or expense reimbursements to Class Counsel shall not affect the finality of this Global Settlement Agreement or the Class Action Settlement Agreement and the settlement contemplated hereunder. The Parties agree to expedite any appeals taken from the judgment or Final Approval Order, including but not limited to filing a motion immediately but not more than ten days after service of notice of the appeal asking the Court of Appeal to expedite the appeal.

3.4. Hernandez Occurrence. In the event that: (1) all other conditions in Section 3.3 excluding Sections 3.3(e), 3.3(f), and 3.3(k) are satisfied, and (2) no person or entity has formally intervened in the trial court prior to the entry of the Final Approval Order and class judgment, and (3) no person or entity has brought a timely motion under California Code of Civil Procedure Section 663 to challenge the Final Approval Order or class judgment (collectively the “Hernandez Occurrence”), then for the funding obligations of Section 3.1 as to the Paying Settling Parties, TJPA, and/or their respective insurers or risk financing entities on their respective behalves, the Effective Date will be deemed to have occurred as of the expiration of time to bring a motion under California Code of Civil Procedure section 663 challenging the Final Approval Order or judgment in the Class Action provided such date is not on or before May 31, 2020.

Notwithstanding anything provided in this Global Settlement Agreement, the Class Action Settlement Agreement, or the Proceeds Agreement, in the event there is a Hernandez Occurrence, any moneys paid pursuant to Section 3.1 shall be held by the Global Settlement Administrator in an interest bearing account and not distributed until no earlier than either the satisfaction of conditions in Sections 3.3(e), 3.3(f), and 3.3(k) or the termination of this Global Settlement Agreement. Thereafter, distribution or return of funds shall occur pursuant to the terms of this Global Settlement Agreement, the Class Action Settlement Agreement, or the Proceeds Agreement, as appropriate, provided, however that the Plaintiffs Groups and the MTA shall have the right to any interest earned on the monies held during this Hernandez Occurrence if the result that led to the distribution was the satisfaction of all of the conditions in Section 3.3, including Sections 3.3(e), 3.3(f) and 3.3(k), and the Paying Settling Parties, TJPA, CCSF, as appropriate,

and/or their respective insurers or risk financing entities, shall have the right to the interest in the event that there has been a termination of this Global Settlement Agreement or a failure to satisfy condition Sections 3.3(f) and 3.3(k).

In the event there is a Hernandez Occurrence, the Effective Date for the settlements, releases, dismissals, and waivers in this Global Settlement Agreement other than provided for by Section 3.1, shall not be deemed to have occurred until the satisfaction of all conditions in Section 3.3, including Sections 3.3(e), 3.3(f), and 3.3(k). The Hernandez Occurrence shall in no way limit any rights of termination provided in this Global Settlement Agreement or in any agreement it is incorporated into. Instead, subject to the terms of this Section, the Hernandez Occurrence shall only impact the timing of the funding obligations as provided in Section 3.1 and have no other impact on the terms of this Global Settlement Agreement or any agreement it is incorporated into.

In the event there is no Hernandez Occurrence, the terms of this Section 3.4 shall not apply.

3.5. Effect of Signature. Any Settling Party that executes this Global Settlement Agreement agrees that upon execution by that Settling Party it is bound to the terms of this Global Settlement Agreement for all time subject only to (a) the failure of the conditions set forth in this Global Settlement Agreement under Section 3.3, (b) the failure of any other contracted conditions precedent, and (c) the exercise by that or any Settling Party of any termination rights provided herein, provided in the Class Action Settlement Agreement, or as provided in the Proceeds Agreement.

3.6. Stay of Subject Action. Notwithstanding Section 3.3, upon the satisfaction of condition 3.3(d), the currently set trial date shall be vacated. The Settling Parties further agree that upon this Global Settlement Agreement being sent out for signature the current stay of the Subject Action shall continue until the conditions in Sections 3.3 and 3.4 are satisfied or the Global Settlement Agreement terminates according to its terms. Notwithstanding anything to the contrary in this Global Settlement, in the event that this Global Settlement Agreement, the Class Action Settlement Agreement, or the Proceeds Agreement is terminated for any reason, the Settling Parties agree that they shall request to have not less than 8 months and not more than 12 months to prepare for the Phase One trial after the date of the termination of the Global Settlement Agreement, the Class Action Settlement Agreement, or the Proceeds Agreement.

3.7. No Joint and Several Liability. Notwithstanding anything to the contrary in this Global Settlement Agreement, each Settling Party is only severally responsible for its contribution to the Global Settlement Proceeds, if any. No Settling Party is liable for another Settling Party’s or any insurer’s or any risk financing entity’s failure to meet its payment obligation.

3.8. No guarantee of payments by Insurers or Risk Financing Entities. In the event that one or more insurers or risk financing entities for a Settling Party fails to make the payment for which such insurers or risk financing entities committed that it will make on behalf of such Settling Party, then such Settling Party shall not be liable for breach or be in default of this Global Settlement Agreement. Nonetheless, in that event, the Setting Plaintiffs shall have the right to elect to terminate this Global Settlement Agreement pursuant to the terms

of the Proceeds Agreement (as to a non-payment by an insurer for a Paying Settling Party) or as set forth herein (as to a non-payment by an insurer or risk-financing entity for TJPA).

Should a Paying Settling Party or TJPA, as distinct from its insurer or risk financing entity, not make a payment to which they committed pursuant to the Proceeds Agreement (as to the Paying Settling Parties) or as set forth herein (as to TJPA), then the Settling Plaintiffs shall also have the right to terminate this Global Settlement Agreement pursuant to the terms of the Proceeds Agreement (as to the Paying Settling Parties) or as set forth herein (as to TJPA).

A Settling Plaintiff may exercise any termination rights that vest from a TJPA non-payment (inclusive of any non-payment by one of its insurers or risk financing entities), should it occur, by first providing written notice to all Settling Parties within 10 calendar days after notice from the Global Settlement Administrator of a TJPA non-payment. Not less than 11 calendar days and not more than 20 calendar days after the Settling Plaintiff provides such notice, the Settling Plaintiff may terminate the Global Settlement Agreement by filing a document in the Lehman matter stating that the Global Settlement Proceeds did not achieve the total confirmed amount, and that it thereby terminates the entire Global Settlement Agreement.

3.9. Good Faith Motion. The Settling Parties agree that upon the Effective Date, the Global Settlement Agreement is a good faith settlement under California law and each reserves the right to bring a motion for a good faith settlement determination by the court and for the relief provided in Code of Civil Procedure Section 877.6 against any claims subsequently asserted by third parties against one or more Settling Parties regardless of whether the Settling Party has been named and/or is a party to the Subject Action that should be barred by this global settlement. In the event a Section 877.6 motion or similar motion becomes necessary, or that the Agreement is pled as a defense, basis for injunction and/or basis of a cross-complaint or other action, the Settling Parties waive the confidentiality provisions of the Global Settlement Agreement and the Proceeds Agreement to the extent reasonably necessary to fully substantiate such a motion except that specific amounts any Plaintiffs’ Group or Unit Holders receive shall not be disclosed. In no event, however, shall confidentiality be waived under this Section 3.9 before the Effective Date. Should a good faith motion become necessary after the Effective Date, the Settling Defendants agree to provide to each other the amounts paid in consideration as part of this global settlement.

3.10. Payments to Plaintiffs’ Groups and the MTA. Payments to the MTA and to the Plaintiffs’ Groups who are not Settlement Class Members shall be made as soon as possible

by the Global Settlement Administrator after the total amount of the Global Settlement Proceeds are deposited into the account administered by the Global Settlement Administrator pursuant to the Proceeds Agreement (as to the Paying Settling Parties) or as provided herein (as to TJPA). Each Plaintiffs’ Group shall be separately responsible for distributing the negotiated and allocated settlement amounts among Unit Holders and any other parties to that Plaintiffs’ Group. The Settling Defendants shall not be responsible for individual distribution of Settlement Proceeds to Unit Holders or any other parties within a Plaintiffs’ Group, the MTA, or to the Settlement Class, and shall not be required to make additional payments to resolve any disputes between or among any Plaintiffs’ Group, Unit Holders or any other parties regarding the amounts allocated to or received by any individual plaintiff member of any Plaintiffs’ Group. The Settlement Parties acknowledge that each Paying Settling Party or TJPA satisfy their obligations once each Paying Settling Party, TJPA, and/or their respective insurers or risk financing entities makes its full payment to the escrow account managed by the Global Settlement Administrator.

3.11. Termination by a Settling Party. If any Settling Party exercises any termination rights under any agreement, it is understood and agreed that such termination shall also terminate this Global Settlement Agreement in full as to all Settling Parties. Sections 4.4, 11.2, and any other Sections dealing with termination shall apply.

4. CLASS SETTLEMENT

4.1. The Settling Parties acknowledge and agree as reflected in Sections 1.11 and 3.3 that one of the conditions precedent of this Global Settlement Agreement is the grant of a fully valid, final Court approval of class-wide settlement of the Class Action on the terms, or substantially the same terms, as set forth in the Class Action Settlement Agreement. This condition applies to all of the Settling Parties to this Global Settlement Agreement, including any Settling Parties who are not parties to the Class Action Settlement Agreement.

4.2. The Settling Parties and their counsel agree that (a) each will not encourage any persons to Opt Out or file objections to the Class Action Settlement Agreement and (b) no Settling Party will permit work product of consultants retained on their behalf in the Subject Action to be shared with persons who Opt Out of or object to the Class Action Settlement Agreement or any other non-Settling Party unless compelled by a court after noticed motion with notice provided to all Settling Parties and their counsel of record.

4.3. Each Settling Defendant shall have the right to terminate the Class Action Settlement Agreement and this Global Settlement Agreement prior to the Final Approval Hearing should the number of Opt Outs exceed the Opt Out Limit. A Settling Defendant shall be deemed to have exercised the termination rights under this section if: (a) such party gives notice to all signatories to this Global Settlement Agreement pursuant to Section 11.18 below of their intent to terminate within 10 days of notice that Opt Out Limit has been exceeded by the Class Actions Settlement Administrator, and (b) on or before the date of the Final Approval Hearing such Settling Defendant thereafter files a document in the lead Lehman matter stating that the Opt Out Limit has been exceeded and that it thereby terminates either this Global Settlement Agreement or the Class Action Settlement

Agreement, or both. If any Settling Defendant exercises its termination right under this section, the conditions for global settlement will not have been achieved, the Global Settlement Agreement and any agreement it is incorporated into, including the Class Action Settlement Agreement, shall terminate. In the event of termination, the Settling Parties shall be returned to their respective positions as of the date of this Global Settlement Agreement. Notwithstanding the foregoing, and unless separately provided in writing by the Settling Parties, unless and until a Settling Defendant files its termination in the lead Lehman matter as set forth in this Section 4.3(b) or Section 9.5 of the Class Action Settlement Agreement the schedule for final approval of the Class Action settlement shall continue. If a termination is filed under this Section 4.3(b) or Section 9.5 of the Class Action Agreement, notice shall be given to the Settlement Class Members by the Class Action Settlement Administrator in a form approved by the Court.

4.4. In the event that the Class Action Settlement Agreement: (a) is not approved by the Court; or (b) any Objection to the Class Action Settlement Agreement is sustained by any court; or (c) any Settling Defendant exercises its termination rights under Section 4.3 above and/or Section 9.5 of the Class Action Settlement Agreement, this Global Settlement Agreement shall have no further force and effect with respect to the Settling Parties or the Settlement Class Members. In such event, this Global Settlement Agreement and all negotiations, proceedings, documents prepared and statements made in connection with this Global Settlement Agreement shall be without prejudice to any Settling Party or Settlement Class Member and shall not be deemed or construed to be an admission or confession by any Party or any other person or entity of any fact, matter or proposition of law, and all Settling Parties and Settlement Class Members shall stand in the same position as if this Global Settlement Agreement had not been made or submitted to the Court. The Settling Parties further acknowledge that the drafting and negotiations of the Global Settlement Agreement, Class Action Settlement Agreement, and the Proceeds Agreement was done through the mediation such that mediation protections and Section 11.2 apply to those drafts and negotiations.

5. UPGRADE AND REPAIRS TO THE SUBJECT PROPERTY

5.1. Except to the extent provided for in written agreements, if any, between MSD and MTA, except as provided in Section 7 below, or except as a result of other Settling Defendants contracting to assume new responsibilities with respect to the Upgrade that they do not have as of the Effective Date, Settling Defendants shall have no responsibility or liability for the Upgrade or other repairs to be performed at the Subject Property and shall not be required to make any additional monetary contributions to the Upgrade, the Non-Upgrade Repairs or any other repairs, or any decisions made by the MTA regarding the Upgrade, the Upgrade Plan, or Non-Upgrade Repairs. Therefore, notwithstanding any other terms in this Global Settlement Agreement, all Settling Parties acknowledge and agree that all Settling Defendants are released from liability as to any Upgrade Related Claims or any Claims which arise out of any Upgrade Related Claims, except as provided in Section 7 below. MTA and the Unit Holders (1) waive all Claims against Settling Parties for any claimed defects or damages to the Subject Property caused by design, construction, component parts or performance of the Subject Property or one or more of the Adjacent Properties, and (2) agree to the payment to be made from the Global Settlement

Administrator to MTA as full and final payment for the Upgrade, all Non-Upgrade Repairs and all other repairs to the Subject Property, among other matters. No Settling Party shall be responsible for any other payments to address any claimed defects or damages to the Subject Property whether or not repaired by MTA or a Unit Holder.

5.2. This Global Settlement Agreement and the Class Action Settlement Agreement are in no way contingent on the effectiveness of the Upgrade in remedying, halting, or correcting any movement or tilt of the Subject Property, and this Global Settlement Agreement and the Class Action Settlement Agreement are enforceable and binding notwithstanding any results or outcome of the Upgrade, the Upgrade Plan, and the Non-Upgrade Repairs or any decisions made by the MTA regarding the Upgrade, or the Upgrade Plan. MTA and Unit Holders, on behalf of themselves and their Related Persons and Entities, covenant and agree not to sue any other Settling Parties for any Upgrade Related Claims and Non- Upgrade Repairs, including any Claims arising from the design, construction or performance of the Upgrade or Non-Upgrade Repairs or any future movement or tilt of the Subject Property or any Claims which arise from any Upgrade Related Claims. The sole remedies MTA and Unit Holders have with respect to any Claims arising from the design, implementation, construction or performance of the Upgrade, Non-Upgrade Repairs, or any future movement or tilt of the Subject Property are against the Upgrade Contractor or Upgrade Design Professional as set forth in Section 7 below. MTA promises that it shall include in its contracts with the Upgrade Contractor that in the event of a claim by the MTA, the Upgrade Contractor shall not be responsible for any claims and damages arising out of the original design and construction of the Subject Property, including but not limited to its structural and foundation design, construction, components and materials, including claims against manufacturers and suppliers, and that the MTA will not assert such claims against the Upgrade Contractor. MTA promises that it shall include in its contracts with the Upgrade Contractor that in the event of a claim by the MTA, the Upgrade contracting parties shall have no right to seek indemnity from the Adjacent Property Owners based on Claims that the MTA is releasing as against the Adjacent Property Owners in this Global Settlement Agreement. Notwithstanding anything to the contrary in the Global Settlement Agreement, should the Adjacent Property Owners assert Upgrade-Related Claims against the MTA and/or the Upgrade Contractor, the Upgrade Contractor retains all rights and defenses against the Adjacent Property Owners for indemnity and contribution, and the Adjacent Property Owners retain all corresponding rights and defenses against the Upgrade Contractor and other Adjacent Property Owners.

5.3. Each Settling Party acknowledges with regard to the Upgrade, the Upgrade Plan and the Upgrade Construction Activities, and those matters only, that Shimmick, the MTA, and MSD each are separate and distinct corporate entities, and are not alter egos, joint venturers, or partners of any Settling Party.

5.4. MTA shall require that Adjacent Property Owners shall have the right to request access to the data and information provided to CCSF pursuant to the monitoring program required by CCSF or required to be provided to CCSF for the periods during the construction of the Upgrade and after the construction is completed.

6. UPGRADE –RELATED MOVEMENT

6.1. Upgrade-Related Movement. Settling Parties each acknowledge that movement of the Subject Property (including, but not limited to, vertical and differential settlement) is an inherent feature of the Upgrade Plan, as discussed in Section 2, and such movement consistent with the design by itself does not constitute damage or injury.

7. RELEASES

7.1. Release. Subject to the reservations that are referred to in Sections 1.30, 7.4, 7.5, 7.6, 7.7, and 7.17, all Settling Parties, on behalf of themselves and each of their Related Persons and Entities, and on behalf of any person or entity who may claim by or through them, fully and finally mutually release, acquit, relinquish, waive, and forever discharge all known and unknown Released Matters between or among them and all other Released Parties, whether or not asserted in the Subject Action.

7.2. Release Binding on Affiliates and Successors. For clarification purposes, and while recognizing the releases set out in this Global Settlement Agreement release additional parties, the Settling Parties repeat here their intent that releases set forth in this Global Settlement Agreement shall be construed to release, acquit, relinquish, waive, and forever discharge all Released Matters of any entity that is a parent, subsidiary, or affiliate of a Settling Party or any Related Person or Entity of a Settling Party and any subsequent purchaser, successor or assignee of any interest in the Subject Property from any Released Party, including but not limited to any Settling Party or any Related Person or Entity, including, but not limited to, mortgagees and other lienholders. The releases in this Global Settlement Agreement are intended to extend to all persons with any past, present or future interest in the Subject Property. The Settling Parties who are owners of Adjacent Properties agree to disclose the resolution of the Subject Action and the releases herein to any future buyer of an Adjacent Property.

7.3. Section 1542 Waiver. Except as provided otherwise in this Global Settlement Agreement, the Settling Parties intend the releases set forth in this Global Settlement Agreement to be binding, notwithstanding the discovery of facts not presently known by the Settling Parties or Released Matters of which the Settling Parties are not presently aware. The Settling Parties understand and have been advised by counsel concerning the meaning of Section 1542 of the California Civil Code, which provides as follows:

The Settling Parties expressly understand and acknowledge that it is possible that unknown losses or Released Matters exist or that present losses may have been underestimated in amount or severity, and the Settling Parties explicitly took that into account in determining

the amount of consideration for this Global Settlement Agreement, and a portion of said consideration has been bargained for between the Settling Parties to this Global Settlement Agreement with the knowledge of the possibility of such unknown Released Matters, and was given in exchange for a full accord, satisfaction, and discharge of all such Released Matters (which Released Matters, for sake of clarity exclude those reserved claims as set forth herein in Sections 1.30, 7.4, 7.5, 7.6, 7.7, and 7.17 or in separate side agreements). The Settling Parties waive, release, and relinquish any and all rights and benefits they may have under the above provisions of Section 1542 as it may apply to the Released Matters to the fullest extent the Settling Parties may lawfully waive these rights or benefits.

7.4. Assignment by Unit Holders of Certain Claims for Property Damage. The Unit Holders hereby assign to the MTA any Claims for Catastrophic Damage to real property against the Upgrade Contractor or the Upgrade Design Professional that occur during and result from Ongoing Operations (the “Assigned Claims”). The MTA alone shall have the right and duty to prosecute any such valid diminution in value assigned claims on behalf of any impacted Unit Holders. Except as set forth in Section 7.6 below, all other Upgrade- Related Claims belonging to Unit Holders and all other Claims by the Unit Holders arising from Non-Upgrade Repairs are included in the Released Matters.

7.5. Preserved MTA Claims Regarding Upgrade. The Claims released herein do not include the Assigned Claims, as well as the Claims belonging to the MTA against: (a) the Upgrade Contractor; (b) the Upgrade Design Professional; and (c) any other claims which MTA would have under law or equity against any other non-Settling Party providing labor, materials or services related to implementation of the Upgrade, Upgrade Construction Activities, Upgrade Plan, or Ongoing Operations.

7.6. Preserved Unit Holder Claims Regarding Upgrade. The Claims released herein do not include Claims for personal injury by Unit Holders against the Upgrade Contractor or Upgrade Design Professional related to Upgrade Construction.

7.7. Preserved Adjacent Property Owners’ Claims. The Claims Released herein do not include any of the following belonging to any Adjacent Property Owners: (a) any Upgrade- Related Claims against the Upgrade Contractor or Upgrade Design Professional; (b) any Ongoing Operations Claims against the Upgrade Contractor or Upgrade Design Professional; (c) any Non-Upgrade Repairs Claims against the MTA and those the MTA elects to perform those repairs should it choose to do so; (d) Claims against the MTA for future damages; (e) Claims against any owners of any units in the Subject Property, residential or commercial, for future damages that arise from conduct in their units after the Execution Date; and (f) Upgrade Related Claims against MSD arising out of any acts or omissions with respect to the services it provides regarding the Upgrade, and that cause harm to an Adjacent Property. With respect to the Upgrade Related Claims reserved in Section 7.7(f), should such a claim be brought, the prevailing party shall be entitled to its reasonable attorney fees and costs.

7.8. Exception as to Governmental Functions. This Global Settlement Agreement shall have no impact on the CCSF’s ability to perform its governmental functions. The CCSF shall continue to perform its governmental functions arising out of the San Francisco Charter,

San Francisco’s Municipal Codes and Ordinances, and any other applicable law. This includes, but is not limited to, levying and collecting taxes or fees owed to the CCSF and requiring compliance with applicable building code requirements. The Settling Parties acknowledge that the CCSF retains all rights to perform its governmental functions. This Global Settlement Agreement does not impact the rights of any Settling Party to challenge, when appropriate under applicable law, an action of the CCSF done in performing its governmental functions.

7.9. Release and Waiver of Subrogation. Except as set forth in Sections 1.30(8) and 1.30(9), the Released Matters shall include any and all subrogated Subject Action Claims and any and all rights of subrogation related to Released Matters.

7.10. Memorandum of Settlement. Concurrent with the execution and delivery of this Global Settlement Agreement, the MTA shall execute and deliver to the Settling Parties a Memorandum of Settlement suitable for recordation in the form attached hereto as Exhibit 6, and incorporated herein by this reference. The Memorandum of Settlement shall be held in trust and not be filed by counsel for the MTA until the Effective Date. After the Effective Date, the MTA shall cause the Memorandum of Settlement to be recorded with the Office of Assessor/Recorder for CCSF within 5 business days. It is further understood and agreed that the unrecorded Memorandum of Settlement (prior to the Effective Date) and the recorded Memorandum of Settlement (after the Effective Date) shall be included in the package of documents that the MTA provides to all prospective purchasers and owners of residential units in the Subject Property, which package also includes the Covenants, Conditions & Restrictions (CC&R’s) for the Millennium Tower Development. It is further covenanted by the Settling Plaintiffs that the terms of Sections 7.11 and 7.12 shall apply before and after the Effective Date.

7.11. No Assignment or Transfer. Each Settling Party represents and warrants that no other person or entity has any interest in their Released Matters, and that it has not assigned or transferred, by subrogation or otherwise, and will not assign or transfer to any person or entity whatsoever, any interest in the Released Matters. For avoidance of doubt, it is understood and agreed that the mere sale of a Unit without transfer of a Claim or Claims, which are the subject of the Released Matters shall not be a breach of this provision or warranty.

7.12. Indemnity Related to Non-Party Claims. Except as provided in Section 1.30(8) or 1.30(9), if any Settling Party breaches the promises and warranties made in Section 7.11 and that breach gives rise to a claim against any Released Party, the breaching party shall be obligated to defend and hold harmless the Released Party from that claim. It is understood by each Settling Party that any indemnity, if any, provided by that Settling Party pursuant to this Section 7.12 may accrue as of the execution of this Global Settlement Agreement but shall not become enforceable until the Effective Date.

7.13. Covenant Not To Sue. Except as otherwise permitted by this Global Settlement Agreement, each Settling Party covenants and agrees never to commence, institute, maintain, prosecute, continue or aid another in commencing, instituting, maintaining, or prosecuting any action, including without limitation, lawsuit, action, arbitration, right, or

administrative proceeding against any Released Party, based in whole, or in part, on the Released Matters, amounts previously paid or received under this Global Settlement Agreement, amounts paid or received to settle other claims regarding the Subject Property, defense costs related to Released Matters, and costs arising from the duty to defend or indemnify against Released Matters. This covenant not to sue includes Subject Action Claims for subrogation. This covenant not to sue shall be deemed breached and a cause of action shall be deemed to have accrued thereon immediately upon the commencement, prosecution or continuation of any such action or proceeding, except as permitted herein, and in such event, this Global Settlement Agreement may be pleaded as a full and complete defense thereto, as the basis for abatement or injunction against said action or other proceeding, and as the basis of a cross-complaint or other action for damages, including prevailing party attorneys’ fees and costs, to the extent recoverable for breach of this Global Settlement Agreement, pursuant to the terms of Section 11.19.

7.14. Attorneys’ Fees and Expenses. Each Settling Party to this Global Settlement Agreement waives its rights, except as otherwise provided herein, against the others to collect Attorneys’ Fees and Expenses. Notwithstanding the foregoing, it is expressly understood and agreed that pursuant to Code of Civil Procedure Section 1036, all claims of inverse condemnation that have been resolved pursuant to this Global Settlement Agreement, were settled in an amount that includes a negotiated payment of all of the Plaintiffs’ attorneys fees, expert fees, costs and expenses.

7.15. Broad Interpretation of Release Terms. The Settling Parties agree that the defined terms for “Claims,” “Released Matters,” “Subject Action Claim,” and “Upgrade-Related Claim” should be given the broadest possible meaning in any interpretation of the Global Settlement Agreement, consistent with the Settling Parties’ intent to achieve a complete and final resolution as to the Released Matters.

7.16. No Other Parties. Except as otherwise provided in this Global Settlement Agreement, each Settling Party hereby represents and warrants to each other Settling Party that it has not reserved any Claims arising out of or related to any Released Matters against any non- Settling Party. With the exception of claims preserved by Sections 1.30, 7.4, 7.5, 7.6, 7.7 and 7.17, it is understood and agreed that any action regarding any Released Matter brought by any Settling Party against any non-Settling Party would give the non-Settling Party potential rights to make Claims against other Settling Parties. Any Settling Party who brings suit against a non-Settling Party asserting any Claims arising out of or related to any Release Matter will be deemed to have breached this Global Settlement Agreement immediately upon the commencement or prosecution of any such action or proceeding. Such Settling Party, hereby agrees to defend, hold harmless and indemnify any and all other Settling Parties who are sued by any such non-Settling Party, from and against all losses, costs, expenses, attorneys’ fees, obligations or liabilities arising out of or relating to the non-Settling Party’s Claims. This representation and warranty, and the indemnity set forth herein, survives the releases given above.

7.17. Indemnity Reservation. In the event that there are any Claims by past or present owners of units in the Subject Property who are not Settling Parties (that were they a Settling Party would have been a Subject Action Claim) and such Claims are not resolved or released

through this Global Settlement Agreement or the Class Action Settlement Agreement, future indemnity claims as to such claims are not released by the Settling Parties as to themselves and their Related Persons and Entities. TJPA and MSD agree that as between themselves the scope of the TJPA Easement Agreement as to such claims, including the duty to defend, remains disputed. This Section shall not apply to the claims reserved in Sections 7.4 and 7.6. This Section creates no indemnity rights against Plaintiff Unit Owners. This Section is not intended: (a) to and shall not revive any Released Matter, (b) to revive or to suggest any claim has merit, or (c) to waive any defense to such claims.

8. DISMISSALS

8.1. Dismissals. Any Settling Party that has filed a complaint or cross-complaint in the Subject Action shall file a request for dismissal with prejudice within one week of the Global Settlement Administrator distributing the Settlement Proceeds to the MTA, the Plaintiffs’ Groups and the Class Action Settlement Administrator. This paragraph does not apply to the Class Action for which the Court will enter a final judgment approving the settlement, and retain jurisdiction to enforce the terms of the judgment pursuant to California Rule of Court 3.769(h), as provided for in the Class Action Settlement Agreement.

9. DISPUTE RESOLUTION

9.1. Dispute Resolution. Any Claims brought by Unit Holders, excluding any claims in Section 7.6, related to the Upgrade against the Upgrade Contractor or Upgrade Design Professional shall be submitted to binding arbitration with JAMS, pursuant to its applicable rules. Any issue as to the applicability of the Release to any such Claims by or on behalf of Unit Holders against the Upgrade Contractor or Upgrade Design Professional shall be resolved under the JAMS Expedited Arbitration Procedures, including whether or not the damage at issue on any Upgrade Related Claim involves Catastrophic Damage as defined herein. In any dispute resolution proceedings, whether under this Section 9.1 or Section 11.15, the party asserting a Claim shall have the burden of proof to establish that it has not been released by this Global Settlement Agreement.

10. REPRESENTATIONS AND WARRANTY

10.1. Each Settling Party acknowledges that every other Settling Party to this Global Settlement Agreement has relied and is relying on the representations and warranties provided contained in the Global Settlement Agreement in entering into this Global Settlement Agreement. As reflected in the attached Class Action Settlement Agreement, Settlement Class Members shall be deemed to have made these representations and warranties by remaining Settlement Class Members.

11. MISCELLANEOUS

11.1. Confidentiality. This Global Settlement Agreement and the Class Action Settlement Agreement will be filed with the Court and are not intended to be confidential. This Global Settlement Agreement arises from a mediated settlement where a number of private parties to the settlement conditioned their participation in the settlement in part on maintaining confidentiality. These parties have made private commitments which do not require CCSF

or TJPA approval. These private parties consist of all Settling Parties except for the CCSF and TJPA (including its members). The total amount of the Global Settlement Proceeds, contributions by or on behalf of private parties to the Global Settlement Proceeds, the separate Proceeds Agreement and all certificates executed under the Proceeds Agreement are to be treated as confidential to the maximum extent permitted by law. The Settling Parties and their counsel agree that they will only disclose such confidential information under the following circumstances: (1) disclosure is required by court order or by law (including laws applicable to the Settling Parties who are public entities who will give notice to the other Settling Parties of any third party requests for this information), (2) disclosure is necessary for a Settling Party’s financial or business reporting purposes, including but not limited to, financial, tax, insurance and regulatory requirements, and (3) disclosures permitted in Section 3.9 or elsewhere in this Global Settlement Agreement.

11.2. Mediation Confidentiality and Protection Preserved. Notwithstanding anything in this or any other agreement, all information which is protected by the mediation confidentiality, privilege, and/or any applicable privileges and protections remains confidential, privileged and is not waived by this or any other agreement. Unless expressly waiving mediation protections, confidentiality, and/or privilege, no reference to the mediation in this or any other agreement shall be deemed a waiver of any mediation protections, confidentiality, and/or privilege.

11.3. Cooperation. The Settling Parties shall reasonably cooperate with each other and act in good faith to effectuate the purposes of this Global Settlement Agreement. Each Settling Party will take all steps, do all things, and sign, execute and deliver all documents reasonably necessary to give effect to this Global Settlement Agreement or to carry out and achieve the terms and conditions, goals, and the purposes of this Global Settlement Agreement. The Parties agree that they will not engage in any conduct that will or may frustrate the purpose of this Global Settlement Agreement.

11.4. Headings. Section titles, headings, and captions herein are inserted as a matter of convenience and in no way define, limit, extend, or describe the scope of this Global Settlement Agreement or any provisions contained herein.

11.5. Severability. Except for those terms concerning the modification provision in Section 11.12, the Releases, the Proceeds Agreement, and Memorandum of Settlement, if any Section, section, sentence, clause, or phrase in this Global Settlement Agreement shall become illegal, null, or void for any reason, or shall be held by a court of competent jurisdiction to be illegal null, void, or against public policy, the remaining Sections, sections, sentences, clauses, or phrases herein shall not be affected thereby and the balance of the Global Settlement Agreement shall remain fully enforceable consistent with the intent of the Settling Parties as expressed herein. If any Section, section, sentence, clause, or phrase in this Global Settlement Agreement affecting the scope of the modification provision, Releases, the Proceeds Agreement, or the Memorandum of Settlement shall become illegal, null, or void for any reason, or shall be held by a court of competent jurisdiction to be illegal null, void, or against public policy, the Global Settlement Agreement and any agreement it is incorporated into shall be null and void, and the Settling Parties shall be returned to their respective positions as of June 27, 2019.

11.6. Denial of Liability. This Global Settlement Agreement is the compromise of disputed Subject Action Claims and nothing contained herein is to be construed as an admission of liability, obligation, or fault on the part of any of the Settling Parties, each of whom expressly deny any liability, obligation, or fault; nor shall it be construed as an admission of the absence of any liability, obligation, or fault on the part of any of the Settling Parties. This Global Settlement Agreement is intended merely to avoid further litigation.

11.7. Compliance with Protective Orders. After dismissal of the Subject Action and each of them (except the Class Action), and entry of final judgment in the Class Action pursuant to California Rule of Court 3.769(h), the Settling Parties covenant and agree to not use documents produced through discovery or the mediation process by another Settling Party for any purpose that is inconsistent with the Stipulated Protective Order entered in the Subject Action on or about July 3, 2017 or any other court orders governing the use of such documents produced in the Subject Action.

11.8. Independent Advice of Counsel. The Settling Parties represent and declare that in executing this Global Settlement Agreement, they rely solely upon their own judgment, belief, and knowledge, and the advice and recommendations of their own independently selected counsel.

11.9. Voluntary Agreement. The Settling Parties represent and declare that they have carefully read this Global Settlement Agreement and know the contents thereof, and that they have signed the same freely and voluntarily.

11.10. Authorization. Each person executing this Global Settlement Agreement represents and warrants that he or she has full and complete authority to bind and commit to this Global Settlement Agreement and to its provisions and the actions contemplated herein by the respective Party on whose behalf the Global Settlement Agreement is signed.

11.11. Counterparts. The Settling Parties agree this Global Settlement Agreement may be executed in counterparts, facsimile, or e-mail. Pdf image signatures have the same force and effect as original signatures. A copy of the signed original of the Global Settlement Agreement may be used for all purposes for which a signed original can be used.

11.12. Modification. This Global Settlement Agreement may not be amended modified, or otherwise changed except by a written instrument duly signed by authorized representatives of all Settling Parties.

11.13. Enforcement. Nothing in this Global Settlement Agreement shall be construed to prevent a Settling Party from bringing forward an action for enforcement of this Global Settlement Agreement.

11.14. Waiver. The waiver by one Settling Party of any provision or breach of this Global Settlement Agreement shall not be deemed a waiver by any other Settling Party of any other provision or breach of the Global Settlement Agreement. Further, the waiver by one Settling Party of any provision or breach of the Global Settlement Agreement shall not be deemed a waiver of any other provision or breach of the Global Settlement Agreement.

11.15. Governing Law; Venue; Retention of Jurisdiction. This Global Settlement Agreement, and any disputes arising under this Global Settlement Agreement, shall be governed, construed, and enforced in accordance with the laws of the State of California without giving effect to the provisions, policies, or principles relating to choice of law or conflict of laws. Except as provided by Section 9.1 above, the Settling Parties further acknowledge, agree, and stipulate that the San Francisco Superior Court shall retain jurisdiction to enforce the terms of this Global Settlement Agreement. The Settling Parties waive any rights to remove any such dispute to federal court or to have such disputes arbitrated.

11.16. Binding on Successors. The Global Settlement Agreement shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the Released Parties.

11.17. Arms-Length Negotiations. The determination of the terms and conditions contained herein and the drafting of the provisions of this Global Settlement Agreement has been by mutual understanding after negotiation, with consideration by, and participation of, the Settling Parties hereto and their counsel. This Global Settlement Agreement shall not be construed against any Settling Party on the basis that the Settling Party was the drafter or participated in the drafting. Any statute or rule of construction that ambiguities are to be resolved against the drafting party shall not be employed in the implementation of this Global Settlement Agreement and the Settling Parties agree that the drafting of this Global Settlement Agreement has been a mutual undertaking.

11.18. Notice. Where notice is required to be given by a Setting Party under the terms of this Global Settlement Agreement, notice shall be served on all parties to this Global Settlement Agreement and the Mediators by email to the email addresses contained on the Proof of Service provided outside of any mediation protection by Scott Schreiber on the Execution Date, and to the Mediators to [email protected].

11.19. Breach of Global Settlement Agreement. The prevailing party shall be entitled to recover its reasonable attorneys’ fees incurred in any future action needed to enforce the terms of this Global Settlement Agreement against a party found to be in breach of this Global Settlement Agreement.

11.20. Exhibits. All Exhibits to this Global Settlement Agreement are material and integral parts hereof and are incorporated by reference as if fully rewritten herein.

EXHIBIT B

SUPERIOR COURT OF THE STATE OF CALIFORNIA FOR THE COUNTY OF SAN FRANCISCO If You are a Current or Former Owner of one or more condominium units in the Millennium Tower, You May Be Eligible for a Payment from a Class Action Settlement. The Superior Court of California for the County of San Francisco authorized this notice. This is not a solicitation from a lawyer.  As part of consolidated litigation before the San Francisco Superior Court addressing The Millennium Tower, a condominium and commercial building, located at 301 Mission Street in San Francisco, a class action settlement has been reached addressing claims brought by certain past and present unit holders in the building.  Commencing in May 2016, a number of lawsuits were filed addressing alleged settlement and tilt of The Millennium Tower. These separate lawsuits were brought on behalf of The Millennium Tower Association, individual unit owners, and a putative class of unit holders. The cases were consolidated for pretrial and trial purposes and involved many parties and cross-claims. Among others, Defendants and Cross-defendants across the cases included Mission Street Development, the developer of The Millennium Tower, many of the contractors on The Millennium Tower, parties alleged to have been involved in the sale of units, and the various developers, contractors, and owners of adjacent properties who were alleged to have caused, impacted, or exacerbated the alleged settlement and tilt. Through mediation with all the parties, a global settlement has been reached, including this class action. Liability is disputed by the Settling Parties, and no Court decision has been made on the merits. This Settlement is a part of the resolution of all of these lawsuits.  The Settlement Class includes: The proposed Class Representatives and all individuals and entities who 1) own one or more condominium units in The Millennium Tower, that they purchased prior to May 10, 2016; 2) purchased one or more condominium units in The Millennium Tower prior to May 10, 2016 and sold such unit or units after May 10, 2016; or 3) as of [the Notice Date], own one or more condominium units in The Millennium Tower, that they purchased after May 10, 2016, who have not filed an individual action against one or more of the Defendants regarding The Millennium Tower and who do not exclude themselves from the Settlement Class in the manner and time prescribed by the Court in the Preliminary Approval Order.  Your legal rights are affected whether you act or don’t act. Read this notice carefully.

SUMMARY OF YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT If you are entitled under the Settlement to a payment, you must submit a claim postmarked by Month DD, 2020. If the Court approves the SUBMIT A CLAIM Settlement and it becomes final and effective, you remain in the FORM Settlement Class, and you submit a Claim Form that is validated by the Settlement Administrator, you will receive a payment.

Questions? Call 1-833-991-1519 or visit www.MillenniumTowerLitigationSettlement.com 1 Receive no benefit from the Settlement. This is the only option that allows you to retain your right to bring any other lawsuit against any EXCLUDE YOURSELF of the Released Parties, including the Defendants in this class action FROM THE and the Cross-Defendants in the consolidated actions, about the SETTLEMENT claims in this case. Submit your exclusion request postmarked by Month DD, 2020. Questions 9-11 in this Notice describe the Exclusion process in more detail. Write to the Court to object to the terms of the Settlement postmarked by Month DD, 2020. Questions 14-15 in this Notice describes the OBJECT Objection process in more detail. You may object to the terms of the Settlement even if you submit a claim. OBJECT AT THE If you object and give written notice to the Court, you may ask to FINAL APPROVAL speak in Court about the fairness of the Settlement. HEARING If you do nothing, you will not receive any payment to which you are entitled, and you will give up your right to bring your own DO NOTHING lawsuit against any Released Parties with respect to The Millennium Tower. UPDATE CONTACT If your contact information has changed, you may provide updated INFORMATION contact information in the Claim Form.

 These rights and options — and the deadlines to exercise them — are explained in this Notice.  The Court in charge of this case still has to decide whether to approve the Settlement. Payments will be provided if the Court approves the Settlement and, if there are any appeals, after those appeals are resolved. Please be patient.

Questions? Call 1-833-991-1519 or visit www.MillenniumTowerLitigationSettlement.com 2

WHAT THIS NOTICE CONTAINS

BASIC INFORMATION ...... PAGE 4 1. Why is there a notice? 2. What is this lawsuit about? 3. Why is this a class action? 4. Why is there a Settlement?

WHO IS IN THE SETTLEMENT ...... PAGE 5 5. Who is included in the Settlement?

THE SETTLEMENT BENEFITS ...... PAGE 5 6. What does the Settlement provide? 7. How do I receive a payment? 8. What am I giving up to stay in the Settlement Class?

EXCLUDING YOURSELF FROM THE SETTLEMENT ...... PAGE 8 9. How do I get out of the Settlement? 10. If I do not exclude myself, can I sue for the same thing later? 11. If I exclude myself from the Settlement, can I still receive a payment?

THE LAWYERS REPRESENTING YOU ...... PAGE 9 12. Do I have a lawyer in this case? 13. How will the lawyers be paid?

OBJECTING TO THE SETTLEMENT ...... PAGE 9 14. How do I tell the Court that I don’t like the Settlement? 15. What’s the difference between objecting and excluding?

THE COURT’S FINAL APPROVAL HEARING ...... PAGE 10 16. When and where will the Court decide whether to approve the Settlement? 17. Do I have to go to the hearing? 18. May I speak at the hearing?

IF YOU DO NOTHING ...... PAGE 10 19. What happens if I do nothing at all?

GETTING MORE INFORMATION ...... PAGE 11 20. How do I get more information?

Questions? Call 1-833-991-1519 or visit www.MillenniumTowerLitigationSettlement.com 3

BASIC INFORMATION

1. Why is there a notice?

A Court authorized this Notice because you have a right to know about the proposed Settlement of this class action lawsuit, and about all of your options, before the Court decides whether to grant Final Approval to the Settlement. This Notice explains the lawsuit, the Settlement and your legal rights. The Superior Court of the State of California for the County of San Francisco is overseeing this case. The case is known as Maui Peaks Corporation, et al. v. Mission Street Development LLC, et al., Case No. CGC-17-560322. The Maui Peaks case was consolidated under Lehman v. Transbay Joint Powers Authority, et al., CGC-16-553758 for the Phase One trial. The Defendants, Cross-Defendants, and Settling Parties in this class action settlement are described in greater detail in the Class Settlement Agreement available at www.MillenniumTowerLitigationSettlement.com, as well as in the pleadings on file in the Lehman and Maui Peaks lawsuits, but generally include the parties involved in the development, design, and construction of four property sites in San Francisco: The Millennium Tower, the Transbay Transit Center, the Salesforce Tower, and the building constructed at 350 Mission Street in San Francisco, California. 2. What is this lawsuit about?

The lawsuit was brought by Plaintiffs Maui Peaks Corporation, Ian Kao and NGMII LLC on behalf of owners of residential units in The Millennium Tower alleging causes of action against Mission Street Development LLC (“MSD”), Mission Street Holding (“MSH”) and Transbay Joint Powers Authority (“TJPA”) relating to allegations concerning, inter alia, the movement and tilt of The Millennium Tower. The Plaintiffs own or owned residential units in The Millennium Tower. Plaintiffs alleged claims against MSD and MSH for failure to disclose and unfair business practices, and claims against TJPA for express indemnity, specific performance and declaratory relief. There are numerous Cross-Defendants across the consolidated and related cases. The Defendants, Cross- Defendants, and additional Settling Parties claim that other parties are responsible for the movement and tilt of The Millennium Tower and have sued those other parties. Many years of intense litigation with respect to those claims has occurred and significant discovery across the four properties has been completed. The Settling Parties have also been mediating the case in front of retired Judge Daniel Weinstein since 2018. 3. Why is this a class action?

In a class action, one or more people called class representatives (in this case, Maui Peaks Corporation, Ian Kao and NGMII LLC) sue on behalf of people who have similar claims. The people included in the class action are called the Settlement Class or Settlement Class Members. One court resolves the issues for all Settlement Class Members, except for those who timely exclude themselves from the Settlement Class. 4. Why is there a Settlement?

The Court has not decided in favor of either the Plaintiffs, Defendants, or Cross-Defendants. Instead, both sides agreed to the Settlement. By agreeing to the Settlement, the Parties avoid the significant costs, uncertainty, and delays of a trial and appeals, and Settlement Class Members receive the benefits described in this Notice. The Class Representatives and Class Counsel believe the Settlement is best for everyone who is affected.

Questions? Call 1-833-991-1519 or visit www.MillenniumTowerLitigationSettlement.com 4

WHO IS IN THE SETTLEMENT To see if you will be affected by the Settlement or if you can get a payment from it, you first have to determine if you are a Settlement Class Member. 5. Who is included in the Settlement?

Settlement Class Members means the proposed Class Representatives and all individuals and entities who 1) own one or more condominium units in The Millennium Tower, that they purchased prior to May 10, 2016; 2) purchased one or more condominium units in The Millennium Tower prior to May 10, 2016 and sold such unit or units after May 10, 2016; or 3) as of [the Notice Date], own one or more condominium units in The Millennium Tower, that they purchased after May 10, 2016, who have not filed an individual action against one or more of the Defendants regarding The Millennium Tower and who do not exclude themselves from the Settlement Class in the manner and time prescribed by the Court in the Preliminary Approval Order. All Settlement Class Members are Class Action Settling Parties subject to all the terms and conditions of this Agreement, including, but not limited to, the Releases. Settlement Class Members excludes the Developer Defendants, TJPA, and the officers and directors and employees of the Developer Defendants and TJPA, as well as their families and also excludes the named plaintiffs named in the cases within the Subject Actions (excluding this Class Action) who have asserted causes of action against TJPA and/or the Developer Defendants. You may contact the Class Action Settlement Administrator if you have any questions as to whether you are a Settlement Class Member.

THE SETTLEMENT BENEFITS

6. What does the Settlement provide?

Should the Court approve the Settlement, a Settlement Fund of $29,844,000 will be established from which Settlement Class Members will receive payments. The Settlement Fund will also pay all attorneys’ fees and expenses of $3,625,000 ($3 million attorneys’ fee and $625,000 expenses), awarded to Class Counsel (which includes all Class Action Settlement Administrator’s fees and expenses, which will not exceed $95,000), and Class Representative Service Awards of $7,500 per each of the three Class Representatives (which are intended to compensate Class Representatives for work done on behalf of the Class in this lawsuit). The exact amount cannot be determined until the notice process is complete and the Court makes a final decision on the amount of attorneys’ fees, costs and expenses awarded to Class Counsel. The estimated Net Settlement Amount to be distributed to Class Members is approximately $26,200,000. Each of the Settlement Class Members who purchased a unit after May 10, 2016 and who submits a valid claim will receive $10,000. After payment to those Settlement Class Members and payment of attorneys’ fees, costs and expenses awarded to Class Counsel, Class Representative Service Awards, and Class Action Settlement Administrator’s fees and expenses, the rest of the Settlement Fund will be divided among the other Settlement Class Members who submit valid claims proportionally based on the price they paid for their units. Each such Settlement Class Member will receive a share of the remaining Settlement Fund determined by the proportion that their purchase price bears to the total combined purchase prices of all Settlement Class Members who purchased before May 10, 2016 who submit valid claims. Thus, a Settlement Class Member whose purchase price equals 1% of the total combined purchase prices of all pre-May 10, 2016 Settlement Class Members submitting valid claims would receive 1% of the remaining Settlement Fund. For example, a Settlement Class Member who paid $1 million for their unit prior to May 10, 2016 will be paid twice as much as such a Settlement Class Member who paid $500,000 for Questions? Call 1-833-991-1519 or visit www.MillenniumTowerLitigationSettlement.com 5 their unit prior to May 10, 2016. The exact amount of Settlement Class Members’ payments cannot be determined at this time. For all Settlement Class Members who do not file a valid claim and/or file a request for exclusion, the amount that would have been paid from the Settlement Fund for their unit(s) will be divided among the other Settlement Class Members who submit a valid claim. If any Settlement Class Member requests exclusion, the amount that would have been paid from the Settlement Fund for their unit(s) will be deducted from the Settlement Fund and will not be divided among the other Settlement Class Members. For all Settlement Class Members who are issued a check for settlement benefits, and the check is not cashed after (90) calendar days of the mailing of that check, the check will be deemed stale, the Settlement Class Member’s claim will be deemed abandoned and the check amounts (any resulting residue) will be paid in a second distribution to the other Settlement Class Members. If after ninety (90) calendar days of the mailing of any redistributed checks, all uncashed redistributed checks will be deemed stale, and the check amounts (any resulting residue) will be paid to the Millennium Tower Association, as the cy pres recipient, for its use in furtherance of the Millennium Tower. No money will be returned to the Defendants. The global settlement also includes an Upgrade Plan to upgrade the foundation of The Millennium Tower, with such plan being under the control and direction of the Millennium Tower Association (“MTA”). Upgrade means work that has been performed and work that will be performed as part of the Upgrade Plan. The MTA submitted three building permit applications (Permit Nos. 201812047402, 201812077819, and 201812077828) for the Upgrade to the San Francisco Department of Building Inspection on December 4, 2018 and December 7, 2018. The Upgrade may commence after the Court approves the Settlement. This Settlement is in no way contingent on the effectiveness of the Upgrade Plan or the Upgrade in remedying, halting or correcting any movement or tilt of the Millennium Tower, and if approved, the Settlement will remain effective regardless of the effectiveness of the Upgrade, the Upgrade Plan, non-upgrade repairs, or the decisions made by the MTA regarding the Upgrade, the Upgrade Plan, or non-upgrade repairs. The Settlement is also subject to certain conditions having to be satisfied. Those conditions are described in Section 6.2 of the Settlement Agreement. The Settlement is subject to approval by TJPA and the City and County of San Francisco. If TJPA or the City and County of San Francisco fail to execute the Settlement Agreement, the Settlement Agreement will be void and the Settlement Class Members will not receive any payment or release any claims. Be advised that if you do not submit a claim form, you will not receive any money pursuant to this Settlement. The funds that you could have received will be divided among Settlement Class Members who do file a claim form. If you want more information about the settlement benefits, please review the Settlement Agreement, which is available on the website www.MillenniumTowerLitigationSettlement.com. 7. How do I receive a payment?

If you are a Settlement Class Member and entitled to receive a cash benefit pursuant to the terms of the Class Action Settlement Agreement, you must submit a Claim Form postmarked by Month DD, 2020, and mail it to: Millennium Tower Settlement P.O. Box 2838 Portland, OR 97208-2838 The necessary Claim Form is provided along with this Notice, if this Notice was mailed to you. A copy of the necessary Claim Form is also available on www.MillenniumTowerLitigationSettlement.com and you may complete your Claim Form and submit it electronically on this website by Month DD, 2020, instead of submitting it by mail.

Questions? Call 1-833-991-1519 or visit www.MillenniumTowerLitigationSettlement.com 6

If (a) the Court approves the Settlement, and (b) it becomes final and effective with you remaining in the Settlement Class, and (c) you submit a claim, which is validated by the Settlement Administrator against The Millennium Tower records confirming you are within the Settlement Class, you will receive a payment. In order to validate your claim, the Settlement Administrator will check and verify the information you submit and may ask you for additional information or documents. You may contact the Settlement Administrator in writing regarding any questions regarding your claim form or cash benefit. The Settlement Administrator will notify Settlement Class Members in writing within (fifteen) 15 calendar days of receipt of a Claim Form, if a Claim Form is rejected (in whole or part). Settlement Class Members will have 30 days (a postmark deadline) to provide additional information and/or contest the determination of their Claim Form status as rejected (in whole or part) or dispute either the specific award determination or the distribution method applied to their claim. To contest, a Settlement Class Member must mail a notice and statement of reasons to the Class Action Settlement Administrator indicating the reason or reasons for contesting the determination along with any supporting documentation. The Settlement Administrator will review the information provided and respond to the Settlement Class Member within fifteen (15) calendar days of receipt of such a notice. If a dispute concerning a claim form cannot be resolved, Class Counsel will present the request for review to the Court before distribution of checks to other Settlement Class Members and after written notice to the Settlement Class Member of submission of the dispute to the Court and the date and time of the hearing set by the Court, if any. Please submit your Claim Form as early as possible. 8. What am I giving up to stay in the Settlement Class?

Unless you exclude yourself from the Settlement Class, you cannot sue or be part of any other lawsuit against the parties released by the Settlement Agreement (“the Released Parties”). You should review the Settlement Agreement to understand who will be released and from what claims. The Released Parties include persons and entities involved in the development, design, and construction and sale of units in The Millennium Tower as well as all persons and entities who were involved in the development, design, and construction of the Transbay Transit Center, the Salesforce Tower, and the building at 350 Mission Street (the “adjacent properties”). Regardless of whether you submit a Claim Form, you will release the Released Parties from all Released Matters and no Settlement Class Members can ever again assert, file, maintain, or prosecute any of the Released Matters. Remaining in the Class also means that all of the decisions made by the Court will bind you. The description provided below is intended to be a summary. For the full release, which is beyond the scope of this notice, you should review the Settlement Agreement available at the website www.MillenniumTowerLitigationSettlement.com, see e.g., Settlement Agreement, Sections 2.44, 2.52, 2.57, and 11.1-12.3. By its terms the language in the Settlement Agreement is intended to be broadly interpreted (see Settlement Agreement, Section 11.15). If you have any questions regarding the release, please contact Class Counsel who will assist you (see contact information in Question 12). Generally, Settlement Class Members will release all claims or cross claims asserted in the lawsuits, as well as any all existing or potential claims or cross claims relating to the construction and development of the Millennium Tower, the sale of units in the Millennium Tower, or the Upgrade (see Question 6 for information regarding the Upgrade and what it entails, also see the Settlement Agreement and the Global Settlement Agreement.) Settlement Class Members will also release any and all claims, existing or potential, which are or could have been asserted in the lawsuits against those persons and entities involved in the construction and development of adjacent properties. You should also know that there are certain exclusions to the Released Matters including, but not limited to, that Questions? Call 1-833-991-1519 or visit www.MillenniumTowerLitigationSettlement.com 7

Settlement Class Members who continue to own units will assign (give) to the MTA any Claims for Catastrophic Damage to real property against the Upgrade Contractor or the Upgrade Design Professional that occur during and result from Ongoing Operations (the “Assigned Claims”).1 The MTA alone will have the right and duty to prosecute any such valid diminution in value claims against the Upgrade Contractor and the Upgrade Design Professional on behalf of the impacted Unit Holders in binding arbitration. No Settlement Class Member will be releasing personal injury claims against the Upgrade Contractor or Upgrade Design Professional related to Upgrade Construction as part of the Settlement Agreement. Again, this description is intended to give you a general understanding. For the full release, you should review the Settlement Agreement and contact Class Counsel regarding any questions you may have.

EXCLUDING YOURSELF FROM THE SETTLEMENT If you do not want benefits from the Settlement, and you want to keep the right to sue the Released Parties, then you must take steps to get out of the Settlement. This is called excluding yourself — or it is sometimes referred to as “opting-out” of the Settlement Class. 9. How do I get out of the Settlement?

To exclude yourself from the Settlement, you must timely send a fully-executed Request for Exclusion Form or your own handwritten or typed request for exclusion. The Request for Exclusion Form is available at the website www.MillenniumTowerLitigationSettlement.com. The Request for Exclusion Form must include the following:  Your name and current mailing address;  The words “I wish to be excluded from the Maui Peaks Corporation et al., v. Mission Street Development LLC, et al. Class Action Settlement” or substantially equivalent text; and  Your signature. You must mail your Request for Exclusion, postmarked no later than Month DD, 2020, to: Millennium Tower Settlement P.O. Box 2838 Portland, OR 97208-2838 The Court will exclude from the Settlement Class any Settlement Class Member who timely and properly requests exclusion. 10. If I do not exclude myself, can I sue for the same thing later?

No. Unless you exclude yourself, you give up the right to sue the Released Parties for the matters Released (see Question 8 for more information regarding the Release). You must exclude yourself from the Settlement Class in order to try to pursue your own lawsuit. 11. If I exclude myself from the Settlement, can I still receive a payment?

No. You will not receive a payment if you exclude yourself from the Settlement.

1 The “Upgrade Contractor” and the “Upgrade Design Professional” are certain defined parties who will do work on the Upgrade. See Global Settlement Agreement Sections 1.46-1.47. “Ongoing Operations” is a period of construction on the Upgrade. See Global Settlement Sections 1.22 Questions? Call 1-833-991-1519 or visit www.MillenniumTowerLitigationSettlement.com 8

THE LAWYERS REPRESENTING YOU

12. Do I have a lawyer in this case?

The Court has appointed the following lawyers to represent you and others in the Settlement Class as “Class Counsel”: Daniel L. Rottinghaus Allan Steyer and D. Scott Macrae Berding & Weil LLP Steyer Lowenthal Boodrookas Alvarez & Smith LLP 2175 N. California Blvd., Suite 500 235 Pine Street, 15th Floor Walnut Creek, CA 94596 San Francisco, CA 94104 (925) 838-2090 (415) 421-3400 Class Counsel will represent you and Settlement Class Members. You will not be charged for these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense. Class Counsel is available to answer any questions about the Settlement or this notice. 13. How will the lawyers be paid?

Class Counsel intends to request up to $3 million, which is approximately 10 % of the Class Settlement Proceeds, for attorneys’ fees and up to $625,000 for both expenses in prosecuting this case and the Claims Administrator’s fees and expenses. The fees and expenses awarded by the Court will be paid out of the Class Settlement Proceeds. The Court will determine the amount of fees and expenses to award.

OBJECTING TO THE SETTLEMENT

14. How do I tell the Court that I don’t like the Settlement?

If you are a Settlement Class Member, you can object to any part of the Settlement, the Settlement as a whole, Class Counsel’s requests for fees and expenses and/or Class Counsel’s request for a Service Award for the Class Representative. To object, you must submit a letter that includes the following: a) The case name and number, Maui Peaks Corporation, et al. v. Mission Street Development LLC, et al., Case No. CGC-17-560322; b) The name, mailing address, telephone number, and, if available, the email address of the Person objecting; c) The name and mailing address of the lawyer(s), if any, who is representing the Person objecting in making the Objection; d) A detailed statement of Objection(s), including the grounds for those Objection(s) and whether the person objecting is a Class Member; and e) The signature of the Person objecting, in addition to the signature of any attorney representing the Person objecting in connection with the Objection.

You must submit your objection in writing to the Class Action Settlement Administrator at the following address, postmarked no later than Month DD, 2020. The Settlement Administrator will notify Settlement Class Members in writing within (five) 5 business days of receipt of any timely objection that does not meet the requirements for objections stated above. Any Settlement Class Member who is notified that their objection is deficient will have 10 calendar days (a postmark deadline).

Questions? Call 1-833-991-1519 or visit www.MillenniumTowerLitigationSettlement.com 9

Class Action Settlement Administrator Millennium Tower Settlement P.O. Box 2838 Portland, OR 97208-2838

15. What’s the difference between objecting and excluding?

Objecting is telling the Court that you do not like something about the Settlement. You can object to the Settlement only if you do not exclude yourself from the Settlement. Excluding yourself from the Settlement is telling the Court that you don’t want to be part of the Settlement. If you exclude yourself from the Settlement, you have no basis to object to the Settlement because it no longer affects you.

THE COURT’S FINAL APPROVAL HEARING The Class Settlement and all of its terms are subject to Court approval. The Court will hold a Final Approval Hearing to decide whether to approve the Settlement, and the request for attorneys’ fees, expenses and Service Award for the Class Representatives. You may attend and you may ask to speak, but you do not have to do so. 16. When and where will the Court decide whether to approve the Settlement?

The Court will hold a Final Approval Hearing on Month DD, 2020, at _:__ _.m., at the Superior Court of the State of California for the County of San Francisco, Courtroom 303 at 350 McAlister Street, San Francisco, CA 94102. The hearing may be moved to a different date or time without additional notice, so it is a good idea to check www.MillenniumTowerLitigationSettlement.com for updates. At this hearing, the Court will consider whether the Settlement is fair, reasonable and adequate. The Court will also consider any request by Class Counsel for attorneys’ fees and expenses and for Service Award for the Class Representatives. If there are objections, the Court will consider them at the hearing. After the hearing, the Court will decide whether to approve the Settlement. We do not know when the Court will make its decision. It is a good idea to check www.MillenniumTowerLitigationSettlement.com for updates. 17. Do I have to go to the hearing?

No. Class Counsel will answer any questions the Court may have. But, you may go to the hearing at your own expense or hire a lawyer to go to the hearing. If you send an objection, you may but do not have to go to the hearing to talk about it. As long as you submit your written objection on time, to the proper address and it complies with the requirements set forth previously, the Court will consider it. 18. May I speak at the hearing?

Yes. If you object, as described in Question 14, you may speak at the hearing. IF YOU DO NOTHING

19. What happens if I do nothing at all?

If you fail to make a claim for the benefits requiring submission of a completed Claim Form, you will waive your right to receive those benefits, you will release the Released Parties from all Released Matters, and you cannot assert, file, maintain, or prosecute any of the Released Matters. You must submit a claim form to receive money under this Settlement. Unless you timely and properly exclude yourself, you will not be able to start a lawsuit or be part of any other lawsuit against Defendants, Cross-Defendants, or any other Released Party relating to the Released Matters.

Questions? Call 1-833-991-1519 or visit www.MillenniumTowerLitigationSettlement.com 10

GETTING MORE INFORMATION

20. How do I get more information?

This Notice summarizes the proposed Settlement. More details can be found in the Settlement Agreement. Class Counsel is also available to answer any questions you may have (see Question 12 above). You can obtain a copy of the Settlement Agreements, Long Form Notice (this Notice), Claim Form, Exclusion Request Form, Motion for Preliminary Approval and supporting materials, Preliminary Approval Order, Third Amended Complaint, Motion for Attorneys’ Fees and Expenses (once filed), Motion for Final Approval (once filed), Final Approval Order (once granted) and any other documents the Court or the parties require at www.MillenniumTowerLitigationSettlement.com. You may also write with questions to Millennium Tower Settlement, P.O. Box 2838, Portland, OR 97208-2838, or call 1-833-991-1519. Do not contact Defendants or the Court for information. The Settlement Agreement and court documents in this lawsuit are available free on the Court’s docket by doing the following:  Go to the Court website: https://www.SFSuperiorCourt.org/online-services;  Click “Case Query”;  Click the box next to “I’m not a robot” if it appears on the screen;  Enter the Case Number: CGC-16-553768 and click “Search”;  Click “Register of Actions”; and  Click on the document you are looking for on the Court’s docket.

Questions? Call 1-833-991-1519 or visit www.MillenniumTowerLitigationSettlement.com 11

EXHIBIT C

Email Notice

If You are a Current or Former Owner of one or more condominium units in the Millennium Tower, You May Be Eligible for a Payment from a Class Action Settlement.

What is the lawsuit about? A $29,844,000 settlement has been reached in the class action lawsuit entitled, Maui Peaks Corporation, et al. v. Mission Street Development LLC, et al., Case No. CGC-17- 560322. Commencing in May 2016, a number of lawsuits were filed addressing alleged settlement and tilt of The Millennium Tower, located at 301 Mission Street in San Francisco, California. These separate lawsuits were brought on behalf of The Millennium Tower Association, individual unit owners, and a putative class of unit holders. The cases were consolidated for pretrial and trial purposes and involved many parties and cross-claims. Among others, Defendants and Cross-defendants across the cases included Mission Street Development, the developer of The Millennium Tower, many of the contractors on The Millennium Tower, parties alleged to have been involved in the sale of units, and the various developers, contractors, and owners of adjacent properties who were alleged to have caused, impacted, or exacerbated the alleged settlement and tilt. For comprehensive information about the claims, rulings, and events in the case, visit the website. Liability is disputed by the Settling Parties, and no Court decision has been made on the merits. This Settlement is a part of the resolution of all of these lawsuits.

You received this email because Defendant’s records indicate you may be a Settlement Class Member. The Settlement Class includes: The proposed Class Representative and all individuals and entities who 1) own one or more condominium units in The Millennium Tower, that they purchased prior to May 10, 2016; 2) purchased one or more condominium units in The Millennium Tower prior to May 10, 2016 and sold such unit or units after May 10, 2016; or 3) as of [the Notice Date], own one or more condominium units in The Millennium Tower, that they purchased after May 10, 2016. The complete class definition is available at the website.

How can I get a payment? A Settlement Fund of $29,844,000 will be established. To receive a payment from the Settlement Fund, you must submit a Claim Form. In order to validate your claim, the Settlement Administrator will check and verify the information you submit and may ask you for additional information or documents. The deadline to file a Claim Form is MONTH DD, 2020, (this is a postmark deadline). Please submit your Claim Form as early as possible. For more information on filing a Claim Form visit the website or call toll free 1-833-991-1519.

Your other options. If you do not want to be legally bound by the Settlement or receive any benefits from the Settlement, you must exclude yourself by MONTH DD, 2020, (this is a postmark deadline). If you do not exclude yourself and stay in the Class, you will be legally bound by all of the orders the Court issues and the judgment the Court makes in this lawsuit. You may object to the Settlement if you do not exclude yourself. The deadline to object to the Settlement is MONTH DD, 2020, (this is a postmark deadline). The Detailed Notice available on the website explains in detail how to object. The Court will hold a hearing on MONTH DD, 2020 at X:XX x.m. to consider whether to approve the Settlement, and the request for attorneys’ fees, expenses and Service Award for the Class Representatives.. For more information, call toll free 1-833-991-1519 or visit the website.

EXHIBIT D

1 Daniel L. Rottinghaus, Esq., California State Bar No. 131949 Scott M. Mackey, Esq., California State Bar No. 222217 2 Seema N. Kadaba, Esq., California State Bar No. 304952 BERDING & WEIL LLP 3 2175 N. California Blvd., Suite 500 Walnut Creek, California 94596 4 Telephone: 925/838-2090 Facsimile: 925/820-5592 5 Allan Steyer, Esq., California State Bar No. 100318 6 D. Scott Macrae, Esq., California State Bar No. 104663 STEYER LOWENTHAL BOODROOKAS 7 ALVAREZ & SMITH LLP 235 Pine Street, 15th Floor 8 San Francisco, California 94104 Telephone: (415) 421-3400 9 Facsimile: (415) 421-2234

10 Attorneys for Plaintiffs MAUI PEAKS CORPORATION, NGMII LLC, and IAN 11 KAO

12 SUPERIOR COURT OF THE STATE OF CALIFORNIA 13 FOR THE COUNTY OF SAN FRANCISCO 14

15 LAURA S. LEHMAN, et al., Lead Case No. CGC-16-553758 16 Plaintiffs, [REVISED PROPOSED] ORDER GRANTING 17 PRELIMINARY APPROVAL OF CLASS v. ACTION SETTLEMENT; AND EXHIBITS 1-2 18 TRANSBAY JOINT POWERS 19 AUTHORITY, et al.,

20 Defendants.

21 And Related & Consolidated cases.

22 This document applies to

23 Maui Peaks Corporation, et al. v. Mission Street Development, et al. – CGC17-17- 24 560322

[REVISED PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF SETTLEMENT 1777605.1 - MILLENNIUM.TOWER

1 WHEREAS, as part of the related and consolidated litigation before the San Francisco 2 Superior Court addressing The Millennium Tower, a condominium and commercial building, 3 located at 301 Mission Street in San Francisco, a class action settlement has been reached 4 addressing claims brought by certain past and present unit holders in the building; 5 WHEREAS, commencing in the summer of 2016, a number of matters were filed 6 addressing alleged settlement and tilt at The Millennium Tower. These separate lawsuits were 7 brought on behalf of the Millennium Tower Association, individual unit owners, and a putative 8 class of unit holders. These cases were related and consolidated for pretrial and certain trial 9 purposes and involved many parties and cross-claims; 10 WHEREAS, Maui Peaks Corporation, Ian Kao, and NGMII LLC are the Plaintiffs in this 11 class action and the Defendants are Mission Street Development LLC, Mission Street Holdings

12 LLC and Transbay Joint Powers Authority. Cross-Defendants in the consolidated actions include 13 many of the contractors on The Millennium Tower, parties alleged to have been involved in the 14 sale of units, and the various developers, designers, contractors, and owners of adjacent properties 15 who were alleged to have caused, impacted, or exacerbated the alleged settlement and tilt; 16 WHEREAS, all these Defendants and Cross-Defendants are parties to the Class Action 17 Settlement and will be released by all Class Members who do not opt out of this Settlement; 18 WHEREAS, the parties have applied to the Court for preliminary approval of the 19 proposed settlement; and

20 WHEREAS, the capitalized terms herein shall have the same meaning as in the Class 21 Action Settlement Agreement; 22 NOW, THEREFORE, the Court, having read and considered the Class Action Settlement 23 Agreement and its exhibits, as well as the Motion for Preliminary Approval of Class Action 24 Settlement and supporting papers, and good cause appearing, 25 IT IS HEREBY ORDERED AS FOLLOWS: 26 1. Subject to further consideration by the Court at the time of the Final Approval 27 Hearing, the Court preliminarily approves the Settlement as fair, reasonable, and adequate to the

28 Settlement Class, as falling within the range of possible final approval, and as meriting

2 [REVISED PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF SETTLEMENT 1777605.1 - MILLENNIUM.TOWER

1 submission to the Settlement Class for its consideration. 2 2. For purposes of the Settlement only, the Court certifies the Settlement Class, 3 which consists of “All individuals and entities who 1) own one or more condominium units in 4 The Millennium Tower, that they purchased prior to May 10, 2016; 2) purchased one or more 5 condominium units in the Millennium Tower prior to May 10, 2016 and sold such unit or units 6 after May 10, 2016; or 3) own one or more condominium units in The Millennium Tower, that 7 they purchased after May 10, 2016.” 1 8 3. The Court preliminarily finds, solely for purposes of considering this Settlement, 9 that the requirements of Cal. Code Civ. Proc. §382 are satisfied, including requirements for the 10 existence of an ascertainable class, a well-defined community of interest, and manageability of a 11 settlement class, that common issues of law and fact predominate, and that a settlement class is

12 superior to alternative means of resolving the claims and disputes at issue in this Action. 13 4. The Court appoints Daniel L. Rottinghaus of Berding & Weil LLP and Allan 14 Steyer and D. Scott Macrae of Steyer Lowenthal Boodrookas Alvarez & Smith LLP as Class 15 Counsel for purposes of this Settlement. The Court preliminarily finds that the Class 16 Representatives Maui Peaks Corporation, Ian Kao, and NGMII LLC fairly and adequately 17 represent and protect the interests of the absent Settlement Class Members in accordance with 18 Cal. Code Civ. Proc. §382. 19 5. A Final Approval Hearing shall be held before this Court at ____ a.m., on

20 ______, 2020, in Courtroom 303 of the San Francisco County Superior Court, to address: (a) 21 whether the proposed Settlement should be finally approved as fair, reasonable and adequate; (b) 22 whether the Final Approval Order and Judgment should be entered; (c) whether the application 23 for approval of the payment of attorneys’ fees to Class Counsel from the Gross Class Settlement 24 Proceeds should be approved; (d) whether Class Counsel’s application for reimbursement of 25 expenses and the payment of incentive awards to the Class Representatives from the Gross Class

26 1 27 The Settlement Class excludes the Developer Defendants, TJPA, and the officers and directors and employees of the Developer Defendants and TJPA, as well as their families and also excludes 28 the plaintiffs named in the individual Millennium Tower actions who have asserted causes of action against TJPA and/or the Developer Defendants.

3 [REVISED PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF SETTLEMENT 1777605.1 - MILLENNIUM.TOWER

1 Settlement Proceeds should be approved; and (e) any other matters that the Court deems 2 appropriate. 3 6. The Court hereby approves the long-form Notice attached as Exhibit 1 hereto, 4 which shall be disseminated by the Settlement Administrator in the manner provided in Section 5 7.4(b) of the Class Action Settlement Agreement within seven (7) days of this Order. 6 7. The Court hereby approves the email Notice attached as Exhibit 2 hereto, which 7 shall be disseminated by the Settlement Administrator in the manner provided in Section 7.4(b) of 8 the Class Action Settlement Agreement within seven (7) days of this Order. 9 8. The Court hereby approves the provision of website notice in the manner provided 10 in Section 7.1 of the Class Action Settlement Agreement within seven days of this Order. The 11 website shall include: the long-form Notice, the email Notice, the Claim Form, the Third

12 Amended Complaint, the Class Action Settlement Agreement and its exhibits, and all papers and 13 all orders filed in connection with all preliminary approval motions. Moreover, all papers filed in 14 connection with final approval of the settlement, and fee and expense applications will also be 15 posted promptly to the website. 16 9. The Court finds that the Parties’ plan for providing notice to the Settlement Class 17 described in Section 7.4 of the Class Action Settlement Agreement constitutes the best notice 18 practicable under the circumstances and shall constitute due and sufficient notice to the 19 Settlement Class of the pendency of the Action, certification of the Settlement Class, the terms of

20 the Class Action Settlement Agreement, and the Final Approval Hearing, and complies fully with 21 applicable laws. 22 10. The Class Representatives shall file with the Court their attorneys’ fees and 23 expense application and application for Class Representative Service Awards and supporting 24 papers, no later than 30 days after the date of the Notice Date. 25 11. The Court further finds that the notice plan described in Section 7.4 of the Class 26 Action Settlement Agreement will adequately inform members of the Settlement Class of their 27 right to exclude themselves from the Settlement Class so as not to be bound by the terms of the

28 Class Action Settlement Agreement.

4 [REVISED PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF SETTLEMENT 1777605.1 - MILLENNIUM.TOWER

1 12. Any member of the Settlement Class who desires to be excluded from the 2 Settlement Class, and therefore not be bound by the terms of the Class Action Settlement 3 Agreement, must send a timely and valid written Request for Exclusion to the Settlement 4 Administrator, postmarked within forty-five (45) days of the Notice Date, pursuant to the 5 instructions set forth in the Long Form Notice. 6 13. Any person falling within the definition of the Settlement Class who elects to be 7 excluded shall not be entitled to receive any of the benefits of the Settlement, shall not be bound 8 by the release of any claims pursuant to the Class Action Settlement Agreement, and shall not be 9 entitled to object to the Settlement or appear at the Final Approval Hearing. The names of all 10 Persons timely submitting valid Requests for Exclusion shall be provided to the Court by Class 11 Counsel.

12 14. Any Settlement Class Member who does not submit a valid and timely Request for 13 Exclusion may object to the Class Action Settlement Agreement, to Class Counsel’s application 14 for attorney’s fees, costs, expenses and/or incentive awards, or to the entry of the proposed Final 15 Approval Order. Any such Settlement Class Member must submit a valid written statement of the 16 specific objections and evidence identifying the objector as a Settlement Class Member to the 17 Settlement Administrator, postmarked within forty-five (45) days of the Notice Date, pursuant to 18 the instructions set forth in the Notice. Any Settlement Class Member shall have the right to 19 appear and be heard at the Final Approval Hearing, either personally or through an attorney. The

20 Class Representatives will file with the Court their response to any objections and application for 21 entry of Final Approval Order by the Court no later than fourteen (14) days prior to the Fairness 22 Hearing. 23 15. The Claims Administrator shall file a Report on Requests for Exclusion and 24 Objections with the Court within fifty-five (55 days) of the Notice Date. 25 16. In the event that the proposed Settlement is not approved by the Court, or in the 26 event that the Class Action Settlement Agreement becomes null and void pursuant to its terms, 27 this Order and all orders entered in connection therewith shall become null and void, shall be of

28 no further force and effect, and shall not be used or referred to for any purposes whatsoever in

5 [REVISED PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF SETTLEMENT 1777605.1 - MILLENNIUM.TOWER

1 this Action or in any other case or controversy; in such event the Class Action Settlement 2 Agreement and all negotiations and proceedings directly related thereto shall be deemed to be 3 without prejudice to the rights of any and all of the Parties, who shall be restored to their 4 respective positions as of June 27, 2019. 5 17. The Court may, for good cause, extend any of the deadlines set forth in this Order 6 without further notice to the Settlement Class Members. The Final Approval Hearing may, from 7 time to time and without further notice to the Settlement Class, be continued by order of the 8 Court. 9 18. The Court may, by further order, adjust the manner in which payment is made to 10 certain Settlement Class Members pursuant to Section 6.6 of the Class Action Settlement 11 Agreement, to better facilitate the delivery of settlement funds to those who are entitled to receive

12 them. 13 19. The dates for each of the deadlines issued in this Order are summarized below: 14

15 Event Triggering Event Date 16 Dissemination of Long Form Class 7 days after entry of an Order 17 Notice, Email Notice, and Claim Form granting preliminary 18 approval of class action settlement 19 Website posted 7 days after entry of an Order 20 granting preliminary 21 approval of class action settlement 22 Re-mail any Long Form Class Notice 7-10 days after receipt of returned as undeliverable (by returned Long Form Class 23 overnight mail) Notice Postcard reminder of claim deadline 15 days after the 24 dissemination of Notice 25 First email reminder of claim deadline 30 days after the dissemination of Notice 26 Filing of Application for Fee and 30 days after the Expense Awards and Class dissemination of Notice 27 Representative Service Awards

6 [REVISED PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF SETTLEMENT 1777605.1 - MILLENNIUM.TOWER

1 Class Action Settlement Administrator 15 days after receipt of any sends letter to Settlement Class defective Claim Form 2 Member re any defect in Claim Form

3 Deadline for any Settlement Class Postmarked 30 days after Member to respond to Claims Form mailing of Claims Form 4 defect letter defect letter

5 Class Action Settlement Administrator 15 days after receipt of sends final determination of claim Settlement Class Member 6 letter response to Claims Form 7 defect letter Class Action Settlement Administrator 5 days after receipt of any 8 sends letter to Settlement Class defective objection Member re any defect in objection 9 Deadline for any Settlement Class Postmarked 10 days after Member to cure any defective mailing of objection defect 10 objection letter Second email reminder of claim 45 days after the 11 deadline dissemination of Notice 12 Deadline for Settlement Class Postmarked 45 days after the Members to opt out dissemination of Notice 13 Deadline for Settlement Class Postmarked 45 days after the 14 Members to submit an objection dissemination of Notice

15 Class Action Settlement Administrator 55 days after the Report on Requests for opt outs and dissemination of Notice 16 objections

17 Deadline for Settlement Class Postmarked 60 days after the Members to file a claim dissemination of Notice 18 Deadline for Plaintiffs to respond to 14 days prior to Final 19 objections and apply for entry of Final settlement approval hearing Approval Order by the Court, 20 including filing of Class Action Settlement Administrator’s 21 compliance report declaration

22 Final settlement approval hearing Approximately 85 days after

23 the entry of on order granting preliminary approval 24 Effective date When conditions in Section 6.2 of the Class Action 25 Settlement Agreement are satisfied. See Section 2.21 of 26 the Class Action Settlement 27 Agreement. Global Settlement Administrator pays At least 30 calendar days 28 Class Action Settlement Administrator after the Effective Date, and Gross Class Settlement Proceeds 7 [REVISED PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF SETTLEMENT 1777605.1 - MILLENNIUM.TOWER

1 then as soon as practicable after full funding. 2 Settlement Class distribution As soon as practicable after

3 full funding. Uncashed check postcard reminder 20 days after Settlement 4 Class distribution First uncashed check email reminder 35 days after Settlement 5 Class distribution Second uncashed check email 6 50 days after Settlement reminder Class distribution

7 Deadline to cash checks 90 days after Settlement

8 Class distribution Uncashed Check Redistribution to As soon as practicable after 9 Settlement Class Members (if any) deadline to cash checks Cy Pres distribution to the Millennium 90 days after Uncashed 10 Tower Association Check Redistribution, if any 11 checks sent in second distribution are uncashed 12

13 14 IT IS SO ORDERED. 15 Dated: ______16 JUDGE OF THE SUPERIOR COURT 17 18 19 20 21 22 23 24 25 26 27 28

8 [REVISED PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF SETTLEMENT 1777605.1 - MILLENNIUM.TOWER

EXHIBIT 1