Order: LAURA S LEHMAN VS. TRANSBAY JOINT POWERS AUTHORITY ET AL

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                                FIL, Superior Court

MAY 0.8 2020

CLERK OF THE COURT
oe Fe b Foe
Jeputy Clerk

SUPERIOR COURT OF CALIFORNIA

COUNTY OF SAN FRANCISCO

DEPARTMENT 303

LAURA S. LEHMAN,
Plaintiff,
vs.
TRANSBAY JOINT POWERS AUTHORITY,
et al,
Defendant

This document applies to:

Maui Peaks Corporation, et al. v. Mission Street
Development et al. (CGC-17-560322)

Case No. CGC-16-553758

ORDER GRANTING MOTION FOR
PRELIMINARY APPROVAL OF CLASS
ACTION SETTLEMENT AND APPROVAL
OF CLASS NOTICE

WHEREAS, as part of the related and 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;

WHEREAS, commencing in the summer of 2016, a number of matters were filed addressing

alleged settlement and tilt at The Millennium Tower. These separate lawsuits were brought on behalf of

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the Millennium Tower Association, individual unit owners, and a putative class of unit holders. These
cases were related and consolidated for pretrial and certain trial purposes and involved many parties and
cross-claims;

WHEREAS, Maui Peaks Corporation, Ian Kao, and NGMII LLC are the Plaintiffs in this class
action and the Defendants are Mission Street Development LLC, Mission Street Holdings LLC, and
Transbay Joint Powers Authority. Cross-Defendants in the consolidated actions include many of the
contractors on The Millennium Tower, parties alleged to have been involved in the sale of units, and the
various developers, designers, contractors, and owners of adjacent properties who were alleged to have
caused, impacted, or exacerbated the alleged settlement and tilt;

WHEREAS, all these Defendants and Cross-Defendants are parties to the Class Action Settlement
and will be released by all Class Members who do not opt out of this Settlement;

WHEREAS, the parties have applied to the Court for preliminary approval of the proposed
settlement; and

WHEREAS, the capitalized terms herein shall have the same meaning as in the Class Action
Settlement Agreement;

NOW, THEREFORE, the Court, having read and considered the Class Action Settlement
Agreement and its exhibits appended as Exhibit 3 to the April 30, 2020 Second Supplemental Declaration
of D. Scott Macrae!, as well as the Motion for Preliminary Approval of Class Action Settlement and
supporting papers, and good cause appearing,

IT IS HEREBY ORDERED AS FOLLOWS:

1. Subject to further consideration by the Court at the time of the Final Approval Hearing, the
Court preliminarily approves the Settlement as fair, reasonable, and adequate to the Settlement Class, as
falling within the range of possible final approval, and as meriting submission to the Settlement Class for
its consideration.

2. For purposes of the Settlement only, the Court certifies the Settlement Class, which

' The Global Settlement Agreement, appended as Exhibit 2 to the April 7, 2020 Supplemental
Declaration of D. Scott Macrae, is also incorporated by reference into the Class Action Settlement
Agreement.

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Lehman v. Transbay Joint Powers Authority, et al. CGC-16-553758 Order Granting Preliminary Approvalconsists of:

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) own one or more condominium units in The Millennium
Tower, that they purchased after May 10, 2016.”

3. The Court preliminarily finds, solely for purposes of considering this Settlement, that the
requirements of Cal. Code Civ. Proc. §382 are satisfied, including requirements for the existence of a
numerous and ascertainable class, a well-defined community of interest, manageability of a settlement
class, that common issues of law and fact predominate, and that a settlement class is superior to
alternative means of resolving the claims and disputes at issue in this Action.

4. The Court appoints Daniel L. Rottinghaus of Berding & Weil LLP and Allan Steyer and D.
Scott Macrae of Steyer Lowenthal Boodrookas Alvarez & Smith LLP as Class Counsel for purposes of
this Settlement. The Court preliminarily finds that Class Counsel will represent the interests of the
Settlement Class fairly and adequately in accordance with C.C.P. § 382 for settlement purposes.

5. For settlement purposes only, Maui Peaks Corporation, Ian Kao, and NGMII LLC are
appointed as Class Representatives. The Court preliminarily finds that the Class Representatives Maui
Peaks Corporation, Jan Kao, and NGMII LLC fairly and adequately represent and protect the interests of
the absent Settlement Class Members in accordance with Cal. Code Civ. Proc. §382.

6. EPIQ Class Action and Claims Solutions, Inc. is appointed as the Class Action Settlement
Administrator.

7. A Final Approval Hearing shall be held before this Court at 10:00 a.m., on August 7, 2020,
in Courtroom 303 of the San Francisco County Superior Court, to address: (a) whether the proposed
Settlement should be finally approved as fair, reasonable and adequate; (b) whether the Final Approval

Order and Judgment should be entered; (c) whether the application for approval of the payment of

2 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 the
plaintiffs named in the individual Millennium Tower actions who have asserted causes of action against
TJPA and/or the Developer Defendants.

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Lehman v. Transbay Joint Powers Authority, et al. CGC-16-553758 Order Granting Preliminary Approvalattorneys’ fees to Class Counsel from the Gross Class Settlement Proceeds should be approved; (d)
whether Class Counsel’s application for reimbursement of expenses and the payment of incentive awards
to the Class Representatives from the Gross Class Settlement Proceeds should be approved; (e) whether
the proposed cy pres beneficiary is appropriate; and (f) any other matters that the Court deems
appropriate. The Court reserves the right to modify the date of the Final Approval Hearing and related
deadlines set forth herein. The Final Approval Hearing may be postponed, adjourned or continued by
Order of the Court without further notice to the Class Members.

8. The Court hereby approves, as to form and content, the long-form Notice attached as
Exhibit 1 hereto, which shall be disseminated by the Settlement Administrator in the manner provided in
Section 7.4(a)-(b) of the Class Action Settlement Agreement within seven (7) days of this Order.

9. The Court hereby approves, as to form and content, the email Notice attached as Exhibit 2
hereto, which shall be disseminated by the Settlement Administrator in the manner provided in Section
7.4(a)-(b) of the Class Action Settlement Agreement within seven (7) days of this Order.

10. The Court hereby approves, as to form and content, the Claim Form attached as Exhibit 3
hereto, which shall be disseminated by the Settlement Administrator in the manner provided in Section
7.4(a)-(b) of the Class Action Settlement Agreement within seven (7) days of this Order.

11. The Court hereby approves the provision of website notice in the manner provided in
Section 7.1 of the Class Action Settlement Agreement, which shall be up and running within seven days
of this Order. The website shall include: the long-form Notice, the email Notice, the Claim Form, the
Fourth Amended Complaint, the Class Action Settlement Agreement and its exhibits, the Global
Settlement Agreement and its exhibits, the Request for Exclusion Form, and all papers and all orders filed
in connection with all preliminary approval motions. Moreover, all papers filed in connection with final
approval of the settlement, and fee and expense applications will also be posted promptly to the website.

12. The Court hereby approves, as to form and content, the Request for Exclusion attached as
Exhibit 4 hereto, which shall be included on the website provided pursuant to Section 7.1 of the Class
Action Settlement Agreement.

13. The Court hereby approves, as to form and content, the postcard reminder notice

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reminding Settlement Class Members to file claims attached as Exhibit 5 hereto, which will be mailed by
the Settlement Administrator within twenty-two (22) days of this Order.

14. The Court hereby approves, as to form and content, the email reminder notice reminding
Settlement Class Members to file claims attached as Exhibit 6 hereto, which will be emailed by the
Settlement Administrator within thirty-seven (37) days of this Order and again emailed by the Settlement
Administrator within fifty-two (52) days of this Order.

15. The Court hereby approves, as to form and content, the postcard reminder notice
reminding Settlement Class Members to cash their checks attached as Exhibit 7 hereto, which will be
mailed by the Settlement Administrator within twenty (20) days of the initial distribution of checks to
Settlement Class Members.

16. The Court hereby approves, as to form and content, the email reminder notice reminding
Settlement Class Members to cash their checks attached as Exhibit 8 hereto, which will be emailed by the
Settlement Administrator within thirty-five (35) days of the initial distribution of checks to Settlement
Class Members and again emailed by the Settlement Administrator within fifty (50) days of the initial
distribution of checks to Settlement Class Members.

17. The Court finds that the Parties’ plan for providing notice to the Settlement Class
described in Section 7.4 of the Class Action Settlement Agreement, and further elaborated on within the
April 7, 2020 Declaration of Cameron R. Azari, Esq. on Settlement Notice Plan and the April 30, 2020
Supplemental Declaration of Cameron R. Azari, Esq. on Settlement Notice Plan, constitutes the best
notice practicable under the circumstances and shall constitute due and sufficient notice to the Settlement
Class of the pendency of the Action, certification of the Settlement Class, the terms of the Class Action
Settlement Agreement, and the Final Approval Hearing.

18. The Class Representatives shall file with the Court their attorneys’ fees and expense
application and application for Class Representative Service Awards and supporting papers, no later than
30 days after the date of the Notice Date.

19. The Court further finds that the notice plan described in Section 7.4 of the Class Action
Settlement Agreement, and further elaborated on within the April 7, 2020 Declaration of Cameron R.

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Azari, Esq. on Settlement Notice Plan and the April 30, 2020 Supplemental Declaration of Cameron R.
Azari, Esq. on Settlement Notice Plan, will adequately inform members of the Settlement Class of their
right to exclude themselves from the Settlement Class so as not to be bound by the terms of the Class
Action Settlement Agreement.

20. The procedures set forth in the Class Action Settlement Agreement at Sections 9.1-9.3 for
objecting to and requesting exclusion from the proposed settlement are approved.

21. | Any member of the Settlement Class who desires to be excluded from the Settlement
Class, and therefore not be bound by the terms of the Class Action Settlement Agreement, must send a
timely and valid written Request for Exclusion to the Settlement Administrator, postmarked within forty-
five (45) days of the Notice Date, pursuant to the instructions set forth in the Long Form Notice.

22. Any person falling within the definition of the Settlement Class who elects to be excluded
shall not be entitled to receive any of the benefits of the Settlement, shall not be bound by the release of
any claims pursuant to the Class Action Settlement Agreement, and shall not be entitled to object to the
Settlement or appear at the Final Approval Hearing. The names of all Persons timely submitting valid
Requests for Exclusion shall be provided to the Court by Class Counsel.

23. Any Settlement Class Member who does not submit a valid and timely Request for
Exclusion may object to the Class Action Settlement Agreement, to Class Counsel’s application for
attorney’s fees, costs, expenses and/or incentive awards, or to the entry of the proposed Final Approval
Order. Any such Settlement Class Member must submit a valid written statement of the specific
objections and evidence identifying the objector as a Settlement Class Member to the Settlement
Administrator, postmarked within forty-five (45) days of the Notice Date, pursuant to the instructions set
forth in the Notice. Any Settlement Class Member shall have the right to appear and be heard at the Final
Approval Hearing, either personally or through an attorney. The Class Representatives will file with the
Court their response to any objections and application for entry of Final Approval Order by the Court no
later than fourteen (14) days prior to the Fairness Hearing.

24. The Claims Administrator shall file a Report on Requests for Exclusion and Objections
with the Court within fifty-five (55 days) of the Notice Date.

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25. Inthe event that the proposed Settlement is not approved by the Court, or in the event that
the Class Action Settlement Agreement becomes null and void pursuant to its terms, this Order and all
orders entered in connection therewith shall become null and void, shall be of no further force and effect,
and shall not be used or referred to for any purposes whatsoever in this Action or in any other case or
controversy; in such event the Class Action Settlement Agreement and all negotiations and proceedings
directly related thereto shall be deemed to be without prejudice to the rights of any and all of the Parties,
who shall be restored to their respective positions as of June 27, 2019.

26. The Court may, for good cause, extend any of the deadlines set forth in this Order without
further notice to the Settlement Class Members.

27. The Court may, by further order, adjust the manner in which payment is made to certain
Settlement Class Members pursuant to Section 6.6 of the Class Action Settlement Agreement, to better
facilitate the delivery of settlement funds to those who are entitled to receive them.

28. The dates for each of the deadlines issued in this Order are summarized below:

Event Triggering Event Date
Dissemination of Long Form Class 7 days after entry of an Order
Notice, Email Notice, and Claim Form granting preliminary May 15, 2020
approval of class action
settlement
Website posted 7 days after entry of an Order
granting preliminary May 15, 2020
approval of class action
settlement
Re-mail any Long Form Class Notice | 7-10 days after receipt of
returned as undeliverable (by returned Long Form Class
overnight mail) Notice
Postcard reminder of claim deadline 15 days after the
dissemination of Notice May 30, 2020
First email reminder of claim deadline | 30 days after the
dissemination of Notice June 15, 2020
Filing of Application for Fee and 30 days after the
Expense Awards and Class dissemination of Notice June 15, 2020
Representative Service Awards
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Class Action Settlement Administrator
sends letter to Settlement Class
Member re any defect in Claim Form

15 days after receipt of any
defective Claim Form

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

Class Action Settlement Administrator | 15 days after receipt of
sends final determination of claim Settlement Class Member

letter

response to Claims Form
defect letter

Class Action Settlement Administrator
sends letter to Settlement Class
Member re any defect in objection

5 days after receipt of any
defective objection

Deadline for any Settlement Class
Member to cure any defective
objection.

Postmarked 10 days after
mailing of objection defect
letter

Second email reminder of claim 45 days after the

deadline dissemination of Notice June 29, 2020
Deadline for Settlement Class Postmarked 45 days after the

Members to opt out dissemination of Notice June 29, 2020
Deadline for Settlement Class Postmarked 45 days after the

Members to submit an objection dissemination of Notice June 29, 2020
Class Action Settlement Administrator | 55 days after the

Report on Requests for opt outs and dissemination of Notice July 9, 2020
objections

Deadline for Settlement Class Postmarked 60 days after the

Members to file a claim dissemination of Notice July 14, 2020
Deadline for Plaintiffs to respond to 14 days prior to Final

objections and apply for entry of Final ‘ July 24, 2020
Approval Order by the Court, settlement approval hearing

including filing of Class Action

Settlement Administrator’s

compliance report declaration

Final settlement approval hearing

Approximately 91 days after
the entry of on order granting
preliminary approval

August 7, 2020 at
10:00 a.m.

Effective date

When conditions in Section
6.2 of the Class Action
Settlement Agreement are
satisfied. See Section 2.21 of
the Class Action Settlement
Agreement.

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Global Settlement Administrator pays } At least 30 calendar days

Class Action Settlement Administrator | after the Effective Date, and

Gross Class Settlement Proceeds then as soon as practicable
after full funding.

Settlement Class distribution As soon as practicable after
full funding.

Uncashed check postcard reminder 20 days after Settlement
Class distribution.

First uncashed check email reminder | 35 days after Settlement
Class distribution

Second uncashed check email 50 days after Settlement

reminder Class distribution

Deadline to cash checks 90 days after Settlement
Class distribution

Uncashed Check Redistribution to As soon as practicable after

Settlement Class Members (if any) deadline to cash checks

Cy Pres distribution 90 days after Uncashed

: Check Redistribution, if any

checks sent in second
distribution are uncashed

Dated: May 8, 2020

VplieLe Buu beadlbeck,

Charlene Padovani Kiesselbach
Judge of the Superior Court

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Lehman v. Transbay Joint Powers Authority, et al. CGC-16-553758 Order Granting Preliminary ApprovalLehman, et al. v. Transbay Joint Powers
Authority, et al. Case No. CGC-16-553758

CERTIFICATE OF ELECTRONIC SERVICE
(CCP §1010.6 & CRC 2.251)

|, R. Michael Diles, a Deputy Clerk of the Superior Court of the County of
San Francisco, certify that | am over the age of 18 years, employed in the City
and County of San Francisco, California and am not a party to the within action.
On May 8, 2020, | electronically served the attached Order Granting
Motion for Preliminary Approval of Class Action Settlement and Approval of
Class Notice via File & ServeXpress on the recipients designated on the

Transaction Receipt located on the File & ServeXpress website.

Dated: May 8, 2020
T. Michael Yuen, Clerk

By: “KM ¢ LL

R. Michael Diles, Deputy ClerkEXHIBIT 1SUPERIOR 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.

e 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.

e 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 May 15, 2020, 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.

Ee
Aiea ‘SUMMARY, OFVOURIEEGAISRIGHTS/ANDIOPTIONS) SETIUEMENT:

If you are entitled under the Settlement to a payment, you must submit
a claim postmarked by July 14, 2020. If the Court approves the
Settlement and it becomes final and effective, you remain in the
Settlement Class, and you submit a Claim Form that is validated by
the Settlement Administrator, you will receive a payment.

Susmit A CLAIM
Form

Questions? Call 1-833-991-1519 or visit www.MillenniumTowerLitigationSettlement.com
1Receive no benefit from the Settlement. This is the only option that
allows you to retain your right to bring any other lawsuit against any
‘| of the Released Parties, including the Defendants in this class action
“| and the Cross-Defendants in the consolidated actions, about the
claims in this case. Submit your exclusion request postmarked by
June 29, 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 June 29, 2020. Questions 14-15 in this Notice describes the
Objection process in more detail. You may object to the terms of the
Settlement even if you submit a claim.

«| If you object and give written notice to the Court, you may ask to
“| speak in Court about the fairness of the Settlement.

Ifyou do nothing, you will not receive any payment to which you
are entitled, and you will give up your right to bring your own
lawsuit _against_any Released Parties with respect _to The
Millennium Tower.

Tf your contact information has changed, you may provide updated
| contact information in the Claim Form.

e These rights and options — and the deadlines to exercise them — are explained in this
Notice.

e 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 :BASIC INFORMATION ovenssan 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 .........sssssssessnensesnenssnsnssenensonsesnsssnesuesoeonssnessanenensnenenenensenaen PAGE 5
5. Who is included in the Settlement?

THE SETTLEMENT BENEFITS... suvesussnsentsuvencreussusssseavenncensastnerentensentenvonteanseneensoneres 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.......cscsscssessnssnensentstnecnssenstessntssssterenee 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 ......sssssssssssssntssessuenesentensssnsentsennnesnsententenenatenvennennene PAGE9
12. Do I have a lawyer in this case?
13. How will the lawyers be paid?

OBJECTING TO THE SETTLEMENT... oaneonn stnstatesnenensinneneet 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 ....ccssssssosssressssneensentsneesnensesenerensensentenenneene 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
19. What happens if I do nothing at all?

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

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

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. MillenniumTowerL itigationSettlement.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.

EAVES ae 1000) | oa

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.

Inaclass action, one or more people called class representatives (in this case, Maui Peaks Corporation,
Tan 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.

= Sc Per si(ta

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
4Woo 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.

Cainer rcenkce SE uae

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 May 15, 2020, 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

Patra i ea

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
5their 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.

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 July 14, 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.MillenniumTowerL itigationSettlement.com
and you may complete your Claim Form and submit it electronically on this website by July 14, 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.

pen rk Oa ead (Eevee

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
7Settlement 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”)! 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.

PPB AR elma CML lett i Lad

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:
e 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

e Your signature.
You must mail your Request for Exclusion, postmarked no later than June 29, 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.

BO eC eu mC RGEC Tiree CLC)

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.

ABR COUR UNC CUR UC ES aula Bec BCE MMT ; 2

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

| 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
8c " {

THE LAWYERS REPRESENTING YOU

POR rte hee

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.

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

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 June 29, 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) to cure the
deficiency.

Questions? Call 1-833-991-1519 or visit www.MillenniumTowerLitigationSettlement.com
9Class Action Settlement Administrator
Millennium Tower Settlement
P.O. Box 2838
Portland, OR 97208-2838

eR ant

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.

MER RV RUCRaa CMM TU mr TTC N miter cited

The Court will hold a Final Approval Hearing on August 7, 2020, at 10:00 a.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. Millennium TowerLitigationSettlement, com for updates.

Te item Ruy Meenites2

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.

AEM EB eee Cy

Yes. If you object, as des