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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

JEFFREY L. DOPPELT and NEIL A.

DOLGIN,

Plaintiffs,

v.

WINDSTREAM HOLDINGS, INC., et al.,

Defendants.

C.A. No. 10629-VCS

STIPULATION AND AGREEMENT OF COMPROMISE,

SETTLEMENT AND RELEASE

This Stipulation and Agreement of Compromise, Settlement and Release,

including all exhibits hereto (“Stipulation” or “Settlement”), is made and entered into

as of the 3rd day of April 2018, by and between the parties (the “Parties”) to the action

Doppelt, et al. v. Windstream Holdings, Inc., et al., C.A. No. 10629-VCS (the

“Action”), pending before the Court of Chancery of the State of Delaware (the “Court”

or the “Court of Chancery”), by their respective undersigned counsel, subject to the

approval of the Court.

WHEREAS, on January 9, 2015, Windstream Holdings, Inc. (“Windstream”)

issued a definitive proxy statement soliciting Windstream stockholders’ votes at a

special meeting to transpire on February 20, 2015 (the “Special Meeting”) in favor

of an amendment to the charter of Windstream’s subsidiary and a reverse stock split

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of Windstream’s common stock (the “Proposals”), in order to facilitate

Windstream’s spin off of certain real estate assets into an independent, publicly

traded real estate investment trust (the “Spin Off”), and setting a record date for the

Special Meeting of January 9, 2015 (the “Record Date”);

WHEREAS, on February 9, 2015, Jeffrey Doppelt, on behalf of himself and all

others similarly situated, filed the initial complaint in the Action, accompanied by a

motion for preliminary injunction, seeking to enjoin the Special Meeting;

WHEREAS, on February 19, 2015, the Court, ruling from the bench, denied

Doppelt’s motion for preliminary injunction, and on February 20, 2015, a majority of

outstanding shares of Windstream common stock were voted in favor of the Proposals;

WHEREAS, on March 16, 2015, Jeffrey Doppelt and Neil Dolgin (“Plaintiffs”),

filed the Amended Complaint in the Action, seeking: (i) monetary damages on behalf

of a putative class of Windstream stockholders resulting from alleged breaches of

fiduciary duty by Windstream directors Carol B. Armitage, Samuel E. Beall, III, Dennis

E. Foster, Francis X. Frantz, Jeffery R. Gardner, Jeffrey T. Hinson, Judy K. Jones,

William A. Montgomery, Alan L. Wells, Anthony W. Thomas, William LaPerch, and

Michael Stoltz (the “Board” and, together with Windstream, “Defendants”) in

connection with the solicitation of stockholders’ votes at the Special Meeting; (ii) a

declaration that the approval of the Proposals at the Special Meeting was void and

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obtained in violation of the Board’s fiduciary duties; and (iii) an injunction preventing

Windstream from consummating the Spin Off, or requiring it to be rescinded;

WHEREAS, on March 30, 2015, the Defendants moved to dismiss the Amended

Complaint;

WHEREAS, on April 24, 2015, after the close of business, Windstream

implemented the partial spin off by spinning out its real estate and certain fiber assets to

Communications Sales & Leasing, Inc. (“CS&L”), and distributed 80% of the CS&L

stock to holders of Windstream common stock;

WHEREAS, on April 26, 2015, Windstream implemented the 1-for-6 reverse

stock split approved by stockholders at the February 20, 2015 special meeting of

stockholders;

WHEREAS, on February 5, 2016, the Court granted in part and denied in part

the Defendants’ motion to dismiss, granting dismissal as to Windstream and as to

Plaintiffs’ claims seeking to set aside the Proposals, and otherwise denying dismissal;

WHEREAS, on January 27, 2017, Plaintiffs filed a Motion for Class Certification

pursuant to Court of Chancery Rule 23, including Rule 23(b)(1) and (b)(2), to: (i) certify

a class consisting of Windstream stockholders and their heirs, successors, assigns, and

transferees (excluding defendants), who were entitled to vote (or direct the vote of)

shares of Windstream common stock at the Special Meeting (the “Class”); (ii) certify

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Plaintiffs as representatives of the Class (“Lead Plaintiffs”); and (iii) appoint CSS Legal

Group PLLC and Rosenthal, Monhait and Goddess, PA as counsel to the Class (together

“Class Counsel”);

WHEREAS, on April 17, 2017, the Court, ruling from the bench, granted

Plaintiffs’ Motion for Class Certification;

WHEREAS, on April 28, 2017, the Parties substantially completed written

discovery;

WHEREAS document discovery from Defendants and from subpoenaed third

parties continued through September 2017; and the Parties briefed various motions

relating to discovery and scheduling;

WHEREAS, on September 28, 2017, the Parties completed fact depositions;

WHEREAS, on October 11, 2017, the Parties exchanged opening expert reports;

WHEREAS, the Parties agreed to mediate their disputes, and a mediation was

held on October 18, 2017 in New York, New York (the “Mediation”), with Jed D.

Melnick (the “Mediator”), who regularly mediates complex commercial lawsuits;

WHEREAS, on November 8, 2017, Lead Plaintiffs filed a Motion for Relief from

Stipulation and Order Governing the Production and Exchange of Confidential and

Highly Confidential Information for the purpose of filing a plenary, related action;

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WHEREAS, on November 9, 2017, the Parties exchanged rebuttal expert reports;

WHEREAS, after significant arm’s-length negotiations, and with the

assistance of the Mediator, the Parties reached, subsequent to the Mediation, an

agreement to settle the Action;

WHEREAS, the Defendants’ insurers have agreed to fund all amounts agreed

to be paid in settlement of the Action pursuant to this Stipulation;

WHEREAS, after conducting discovery and depositions, Lead Plaintiffs and

Class Counsel have determined that a settlement of the Action on the terms reflected

in this Stipulation is fair, reasonable, adequate and in the best interests of the Class;

WHEREAS, Defendants, to avoid the uncertainties, costs, disruption and

distraction of further litigation, and without admitting the validity of any allegations

made in the Action, or any liability with respect thereto, have concluded that it is

desirable that the claims against them be settled on the terms reflected in this

Stipulation;

WHEREAS, each Defendant has denied, and continues to deny, that he or she

committed or aided and abetted the commission of any breach of fiduciary duty,

engaged in any of the wrongful acts alleged in the Action, or that any monetary

payments, supplemental disclosure, or waiver was or is required under any applicable

rule, statute, regulation or law, and expressly maintains that he or she diligently and

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scrupulously complied with his or her fiduciary and other legal duties, to the extent such

duties exist, and is entering into this Stipulation solely to eliminate the burden, expense

and uncertainties inherent in further litigation;

WHEREAS, Lead Plaintiffs and Class Counsel believe that their claims have

merit based on proceedings to date, but having concluded that the proposed

Settlement is fair and adequate, and recognizing the risk of further litigation, believe

that it is reasonable to pursue the settlement of the Action based upon the procedures

outlined herein and the benefits provided to the Class; and

WHEREAS, Lead Plaintiffs’ entry into this Stipulation is not an admission as to

the lack of any merit of any of the claims asserted in the Action.

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED,

subject to the approval of the Court and pursuant to Court of Chancery Rule 23, for

the good and valuable consideration set forth herein and conferred on Lead Plaintiffs

and the Class, as follows:

1. Definitions

In addition to the terms defined above and below, the following capitalized

terms, used in this Stipulation and its Exhibits, shall have the meanings specified

below:

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1.1 “Account” means the account which is to be maintained by the

Settlement Administrator (defined below) and into which the Settlement Payment

(defined below) shall be deposited.

1.2 “DTC Participants” means the participants of the Depository Trust

Company (“DTC”) for whom Cede & Co., Inc., as nominee for DTC, was the holder of

record of Windstream common stock and whose customers were the beneficial owners

of such common stock at the time the April 26, 2015 reverse stock split shares were

distributed.

1.3 “Eligible Beneficial Owner” means the ultimate beneficial owner of any

shares of Windstream common stock at the time the April 26, 2015 reverse stock split

shares were distributed, provided that no Excluded Person may be an Eligible Beneficial

Owner.

1.4 “Eligible Record Owner” means the record holders of Windstream

common stock, other than Cede & Co, to whom the April 26, 2015 reverse stock split

shares were distributed, provided that no Excluded Person may be an Eligible Record

Owner.

1.5 “Excluded Person” means each of the Defendants Carol B. Armitage,

Samuel E. Beall, III, Dennis E. Foster, Francis X. Frantz, Jeffery E. Gardner, Jeffrey T.

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Hinson, Judy K. Jones, William A. Montgomery, Alan L. Wells, Anthony W. Thomas,

William LaPerch, and Michael Stoltz.

1.6 “Settlement Fund” means the Settlement Payment and any interest earned

thereon.

1.7 “Net Settlement Fund” means the Settlement Fund less notice and

administration costs and less the attorneys’ fees, expenses, and plaintiff incentive awards

awarded by the Court.

1.8 “Notice” means the Notice of Class Action Settlement substantially in the

form of Exhibit A-1 attached hereto.

1.9 “Order and Final Judgment” means the Order and Final Judgment to be

entered in the Action, substantially in the form of Exhibit B attached hereto.

1.10 “Settlement Administrator” means the administrator retained by Class

Counsel on behalf of the Class for the purposes of distributing the Notice to the Class

and administering the Settlement Fund, including its distribution as provided for in this

Settlement.

1.11 “Settlement Hearing” means the hearing to be scheduled by the Court after

Notice to the Class for consideration of final approval of the settlement, any objections

to the Settlement, and the request of Class Counsel for an award of attorneys’ fees and

expenses and plaintiffs’ incentive awards.

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2. Terms of Settlement

2.1 In consideration for the settlement and dismissal with prejudice of the

Action, and the releases provided herein, Windstream’s insurance carriers (the

“Insurers”) will pay $10,500,000 (the “Settlement Payment”). No person or entity

other than the Insurers shall have any obligation under this Stipulation or otherwise

with respect to funding or payment of the Settlement Payment. The Insurers will

deposit $350,000 of the Settlement Payment into the Account within ten (10) days of

the Court granting the Scheduling Order attached hereto as Exhibit A, which amount

shall be used as necessary to administer and give Notice of the Settlement as directed

by the Court. The remainder of the Settlement Payment (i.e., $10,150,000) shall be

deposited into the Account no later than (10) days after the Court approves the

Settlement and enters the Order and Final Judgment in all material respects in the form

attached as Exhibit B hereto.

2.2 The Settlement Fund may be used to provide notice to the Class as

specified in the Scheduling Order, to pay attorneys’ fees and expenses of Class

Counsel and incentive awards to plaintiffs as awarded and approved by the Court in

connection with the prosecution and settlement of the Action, to pay costs of

administering the settlement, and to make the appropriate distributions to Eligible

Record Owners and Eligible Beneficial Owners. If the Settlement is not approved by

the Court, or if approved by the Court, and then reversed on appeal, then within ten

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(10) days of such disapproval or reversal, Class Counsel shall cause any amounts

remaining in the Settlement Fund (after payment of costs of administering and

distributing the Notice, Taxes (defined below) and Tax Expenses (defined below)) less

any accrued but unpaid costs associated with administering and distributing the Notice,

Taxes or Tax Expenses, to be returned to the Insurers.

2.3 Except for providing the Settlement Administrator with information in

Windstream’s or the Defendants’ possession (including Class Member contact

information and record holder information) and reasonably necessary for the

administration of notice to the Class, and/or the administration, distribution, or allocation

of the Settlement Fund, Defendants shall have no responsibility for, or liability with

respect to, the administration of notice to the Class, or administration, distribution

and/or allocation of the Settlement Fund among the members of the Class (the “Class

Members”), and shall not be responsible for any fees or expenses associated with the

administration of the notice to the Class, and/or administration, distribution or

allocation of the Settlement Fund. The Settlement Administrator, in consultation with

Class Counsel, shall administer the process for notice and the distribution and

allocation of the Settlement Fund. The costs and expenses related to providing notice

of the Settlement to the Class, as well as any costs and expenses related to the

administration of the Settlement, shall be paid from the Settlement Fund, pursuant to

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Section 2.1 herein, upon the Court granting the Scheduling Order. The administration,

distribution and allocation of the Settlement Fund are matters separate and apart from

the Settlement, and any decision, alteration or modification to the administration,

distribution and allocation of the Settlement Fund shall not affect the validity or finality

of the Settlement.

3. Allocation of the Net Settlement Fund.

3.1 Following Final Approval, after payment of, or provision for, all current

or anticipated costs of administration, attorneys’ fees, expenses, and plaintiff

incentive awards as awarded by the Court, the Net Settlement Fund will be

distributed by the Settlement Administrator, as set forth in this Section 3.

3.2 The Net Settlement Fund will be allocated and distributed on a per-share

basis among the Eligible Record Holders and Eligible Beneficial Holders (the “Initial

Distribution”).

3.3 With respect to Windstream common stock held of record by Cede & Co.

as nominees for DTC, the Settlement Administrator shall determine the pro rata amount

of the Net Settlement Fund attributable to such common stock, less any amount

attributable to shares held through Cede & Co. by any Excluded Person (if and to the

extent that the Settlement Administrator is able to determine what amounts are held by

Excluded Persons), and pay such amount to DTC with instructions to DTC to distribute

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it to each DTC Participant on a pro rata basis according to the number of shares

attributable to the Eligible Beneficial Owners who are customers of such DTC

Participant.

3.4 With respect to record holders other than Cede & Co., the Settlement

Administrator shall pay from the Net Settlement Fund directly to each Eligible Record

Holder an amount equal to such holder’s pro rata share, based on relative share

ownership, of the Net Settlement Fund.

3.5 Defendants shall have no input, responsibility or liability for any claims,

payments or determinations by the Settlement Administrator in respect of the

distribution or payment of the Net Settlement Fund to Class Members under this

Settlement. Neither Defendants nor their Insurers shall have any reversionary interest

in the Net Settlement Fund.

3.6 If there is any balance remaining in the Net Settlement Fund after six (6)

months from the date of Initial Distribution (whether by reason of tax refunds, uncashed

checks, amounts returned by Excluded Persons, to the extent they receive settlement

payments, or for any other reason), Class Counsel shall, if feasible, distribute in an

equitable and economic fashion such balance among the Eligible Beneficial Owners and

Eligible Record Owners who were eligible to receive the Initial Distribution. If the cost

of making such a further distribution or distributions is unreasonably high relative to the

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amount remaining in the Net Settlement Fund, Class Counsel may instruct the Settlement

Administrator to distribute any balance which still remains in the Net Settlement Fund,

after provision for all anticipated expenses, in accordance with Delaware’s unclaimed

property law.

4. Maintenance and Administration of the Settlement Fund

4.1 The Settlement Administrator shall maintain the Settlement Fund deposited

pursuant to Section 2 in a deposit account at a national bank or in instruments backed

by the full faith and credit of the United States Government or fully insured by the

United States Government or an agency thereof, reinvested as the instruments mature

in similar instruments at their then-current market rates.

4.2 The Settlement Administrator shall disburse amounts from the Settlement

Fund only as provided in this Stipulation, including pursuant to Section 2 herein for

the purpose of providing notice to the Class and administering the Settlement Fund

prior to final approval by the Court, or pursuant to an order, or an authority or

procedure authorized by an order, of the Court.

4.3 All funds held by the Settlement Administrator shall be deemed and

considered to be in custodia legis of the Court, and shall remain subject to the jurisdiction

of the Court, until such time as such funds have been distributed pursuant to the

Stipulation and/or further order(s) of the Court.

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4.4 Immediately upon the first deposit of $350,000 by the Insurers into the

Account pursuant to Section 2 hereof, the Settlement Administrator may use such funds

prior to Final Approval, without further consent of the Defendants or order of the Court

to pay costs and expenses reasonably and actually incurred in connection with providing

notice to the Class, locating Class Members, administering the Settlement Fund,

including the payment of Taxes and Tax Expenses (as defined below) and any banking

or other fees, and performing all actions as may be necessary for the proper

administration of the Settlement Fund.

4.5 Upon Final Approval of the Settlement, the Settlement Administrator may

use any amounts in the Settlement Fund to pay all costs of maintaining and

administering the Settlement, and to pay all costs of distributing the Net Settlement Fund

to Eligible Record Owners and Eligible Beneficial Owners.

5. Taxes

5.1 The Parties agree that the Settlement Administrator will treat the

Settlement Fund as being at all times a “qualified settlement fund” within the meaning

of Treas. Reg. §1.468B-1. In addition, the Settlement Administrator shall timely make

such elections as necessary or advisable to carry out the provisions of this Section 5,

including, if necessary and appropriate, in the sole discretion of the Settlement

Administrator, the “relation-back election” (as defined in Treas. Reg. §1.468B-

1(j)(2)) back to the earliest permitted date. Such elections shall be made in

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compliance with the procedures and requirements contained in such Treasury

regulations promulgated under §1.468B of the Internal Revenue Code of 1986, as

amended (the “Code”). It shall be the responsibility of the Settlement Administrator

to timely and properly prepare and deliver the necessary documentation for signature

by all necessary parties, and thereafter to cause the appropriate filing to occur.

5.2 For the purpose of §1.468B of the Code and the Treasury regulations

thereunder, the Settlement Administrator shall be designated as the “administrator”

of the Settlement Fund. The Settlement Administrator shall timely and properly file

all informational and other tax returns necessary or advisable with respect to the

Settlement Fund (including, without limitation, the returns described in Treas. Reg.

§1.468B-2(k)). Such returns (as well as the election described above) shall be

consistent with this Section 5 and in all events shall reflect that all Taxes (including

any estimated Taxes, interest or penalties) on the income earned by the Settlement

Fund shall be paid out of the Settlement Fund.

5.3 All: (a) Taxes (including any estimated Taxes, interest or penalties) arising

with respect to the income earned by the Settlement Fund, (“Taxes”); and (b) expenses

and costs incurred in connection with the operation and implementation of this Section

5, including, without limitation, expenses of tax attorneys and/or accountants and

mailing and distribution costs and expenses relating to filing (or failing to file) the

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returns described in this Section 5 (“Tax Expenses”), shall be paid out of the

Settlement Fund. In no event shall Defendants or the Released Persons have any

responsibility for or liability with respect to the Taxes or the Tax Expenses. The

Settlement Fund shall indemnify and hold each of the Defendants and the Released

Persons harmless for Taxes and Tax Expenses (including, without limitation, Taxes

payable by reason of any such indemnification). Further, Taxes and Tax Expenses

shall be treated as, and considered to be, a cost of administration of the Settlement

Fund and shall be timely paid by the Settlement Administrator out of the Settlement

Fund without further consent of the Defendants or prior order from the Court and the

Settlement Administrator shall be obligated (notwithstanding anything herein to the

contrary) to withhold from distribution to Eligible Record Owners and Eligible

Beneficial Owners any funds necessary to pay such amount, including the

establishment of adequate reserves for any Taxes and Tax Expenses (as well as any

amounts that may be required to be withheld under Treas. Reg. §1.468B-2(1)(2));

neither Defendants nor the Released Persons are responsible therefor nor shall they

have any liability with respect thereto. The parties hereto agree to cooperate with the

Settlement Administrator, each other, and their tax attorneys and accountants to the

extent reasonably necessary to carry out the provisions of this Section 5.

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6. Class Certification

6.1 The Court has previously certified a non-opt-out class comprising

Windstream stockholders (and their heirs, successors, assigns, and transferees

(excluding Defendants)), who were entitled to vote (or to direct the vote of) shares of

Windstream common stock at the Special Meeting (previously defined as the “Class”).

7. Release of Claims

7.1 Effective upon Final Approval, Lead Plaintiffs and every Class Member

(collectively, the “Releasing Persons”) shall be deemed to have, and by operation of the

Order and Final Judgment approving this Settlement shall have, completely, fully,

finally and forever compromised, settled, released, discharged, extinguished,

relinquished, and dismissed with prejudice any and all claims, demands, rights, actions,

causes of action, potential actions, liabilities, damages, diminutions in value, debts,

losses, obligations, judgments, interest, penalties, fines, sanctions, fees, duties, suits,

costs, expenses, matters, controversies, and issues known or unknown, contingent or

absolute, suspected or unsuspected, disclosed or undisclosed, liquidated or unliquidated,

matured or unmatured, accrued or unaccrued, apparent or unapparent, including known

claims and Unknown Claims, whether individual, direct, class, derivative, representative,

legal, equitable or of any other type or asserted in any other capacity, that have been,

could have been, or could ever be, asserted in any court, tribunal or proceeding

(including, but not limited to, any claims arising under federal, state, local, foreign,

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statutory or common law, including the federal or state securities, antitrust, and

disclosure laws or any claims that could be asserted derivatively on behalf of

Windstream), by or on behalf of Lead Plaintiffs or any Class Member, which arise out

of or relate to such Class Member’s Windstream stockholdings or such Class Member’s

status as a Windstream stockholder, against Defendants, or any of their respective, direct

or indirect, families, parent entities, controlling persons, associates, affiliates or

subsidiaries and each and all of their respective past or present, direct or indirect, officers,

directors, stockholders, principals, representatives, employees, attorneys, financial or

investment advisors, public relations advisors, proxy solicitors, consultants, accountants,

investment bankers, commercial bankers, entities providing fairness opinions, advisors

or agents, insurers, heirs, executors, trustees, general or limited partners or partnerships,

investment funds, limited liability companies, members, managers, joint ventures,

personal or legal representatives, estates, administrators, predecessors, successors or

assigns (the “Released Persons”), whether or not each of the Released Persons was

named, served with process, or appeared in the Action, which the Releasing Persons

ever had, now have, or may in the future have by reason of, arising out of, relating to,

or in connection with the acts, events, facts, matters, transactions, occurrences,

statements or representations or any other matter whatsoever set forth in, or otherwise

related directly or indirectly to, the allegations in the Action, the complaints in the

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Action, the Proposals, the Spin Off, the Special Meeting, any term, condition or

circumstance of the Special Meeting or the events associated with the Special Meeting,

or disclosures made in connection therewith (including but not limited to any alleged

misstatements or omissions or the adequacy and completeness of such disclosures) (the

“Settled Claims”); provided, however, that the Settled Claims shall not include any

claims to enforce this Settlement or the rights of the Parties to enforce this Stipulation.

7.2 Effective upon Final Approval, Defendants and Released Persons shall be

deemed to have, and by operation of the Order and Final Judgment approving this

Settlement shall have, completely, fully, finally and forever released, relinquished, and

discharged Lead Plaintiffs and Class Counsel from all claims (including Unknown

Claims) arising out of, relating to, or in connection with, the institution, prosecution,

assertion, settlement, or resolution of the Action or the Settled Claims (“Defendants’

Released Claims”); provided, however, Defendants’ Released Claims shall not

include any claims to enforce this Settlement or the rights of the Parties to enforce

this Stipulation.

7.3 This Settlement is intended to extinguish all Settled Claims, including

Unknown Claims, and all Defendants’ Released Claims, including Unknown Claims,

and, consistent with such intention, the Releasing Persons and the Released Persons

shall waive and relinquish, to the fullest extent permitted by law, the provisions, rights,

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and benefits of any state, federal or foreign law or principle of common law, that may

have the effect of limiting the releases set forth in Sections 7.1 and 7.2 above. “Unknown

Claims” means any claim that a Releasing Person or a Released Person does not know

or suspect exists in his, her, or its favor at the time of the release of the Settled Claims

and the Defendants’ Released Claims, including without limitation those which, if

known, might have affected the decision to enter into or object to the Settlement or any

assertion by a Party that the Parties did not comply with the provisions of Delaware

Court of Chancery Rule 11 or any similar provision. This shall include a waiver by the

Releasing Persons and the Released Persons to the extent applicable, and to the fullest

extent permitted by law, the provisions, rights and benefits of Section 1542 of the

California Civil Code, which states that:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH

THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN

HIS OR HER FAVOR AT THE TIME OF EXECUTING THE

RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE

MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH

THE DEBTOR.

In addition, the Releasing Persons and the Released Persons shall be deemed to waive

any and all provisions, rights and benefits conferred by any law of any state or

territory of the United States, or principle of common law, which is similar,

comparable or equivalent to California Civil Code Section 1542.

7.4 Lead Plaintiffs and Class Counsel acknowledge, and Class Members and

other Releasing Persons by operation of law shall be deemed to have acknowledged,

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that they may discover facts in addition to or different from those now known or

believed to be true by them with respect to the Settled Claims, but that it is the intention

of the Lead Plaintiffs, and by operation of law the intention of the Class Members and

other Releasing Persons, to completely, fully, finally, and forever compromise, settle,

release, discharge, extinguish, and dismiss any and all Settled Claims without regard

to the subsequent discovery or existence of additional or different facts. Lead

Plaintiffs and Class Counsel acknowledge, and the Class Members and other

Releasing Persons by operation of law shall be deemed to have acknowledged, that

“Unknown Claims” are expressly included in the definition of “Settled Claims,” and

that such inclusion was expressly bargained for, constitutes separate consideration for,

and was a key element of the Settlement and was relied upon by each and all of the

Defendants in entering into this Stipulation.

8. Submission and Application to the Court

8.1 As soon as practicable after this Stipulation has been executed, the parties

shall apply jointly to the Court for entry of the Scheduling Order in the form attached

hereto as Exhibit A (i) approving the Notice to the Class substantially in the form

attached hereto as Exhibit A-1; (ii) approving the first deposit of $350,000 of the

Settlement Amount into the Account and the payment of costs of providing Notice

to the Class and administration of the Settlement Fund from the Account as necessary

prior to Final Approval, and (iii) scheduling the Settlement Hearing.

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9. Notice

9.1 The Notice, in substantially the form annexed hereto as Exhibit A-1, shall

be mailed by the Settlement Administrator at least forty-five (45) days prior to the

Settlement Hearing to Class Members who were Eligible Record Owners and to Cede

& Co. at their respective last known addresses set forth in the Company’s stock records.

The Settlement Administrator shall use reasonable efforts to give notice to Eligible

Beneficial Owners by: (i) providing additional copies of the Notice to any record

holder or DTC Participant requesting the Notice for purposes of distribution to any

Eligible Beneficial Owner, or (ii) at the request of such record holder, causing the

Notice to be mailed to such Eligible Beneficial Owners at the addresses provided by

such record holder or DTC Participant.

9.2 All costs of providing notice and administering the Settlement Fund shall

be paid from the Account. Class Counsel, Lead Plaintiffs, or the Settlement

Administrator shall have no rights to seek reimbursement from Defendants for any

expenses or costs incurred related to notice and administration of the Settlement.

9 .3 Class Counsel shall file an affidavit of the Settlement Administrator

attesting to the mailing of the Notice with the Court at least ten (10) days prior to the

Settlement Hearing.

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10. Order and Final Judgment

10.1 If this Settlement (including any modification thereto made with the

consent of the Parties as provided for herein) shall be approved by the Court at or

following the Settlement Hearing as fair, reasonable, adequate and in the best

interests of the Class, the Parties shall jointly request that the Court enter an Order

and Final Judgment, as soon as reasonably practicable, substantially in the form

attached hereto as Exhibit B. The Order and Final Judgment shall, among other

things:

(a) determine that the requirements of the Court of Chancery Rules

and due process have been satisfied in connection with the Notice;

(b) confirm the prior certification of a non-opt-out Class under Court

of Chancery Rule 23(b)(1) or (b)(2);

(c) approve this Settlement as fair, reasonable, adequate, and in the

best interests of the Class;

(d) authorize and direct performance of the Settlement, including

distribution of the Settlement Fund, in accordance with all of its terms and conditions;

(e) dismiss the Action with prejudice on the merits, as against any

and all Defendants, without costs except as herein provided, and release Defendants

and all other Released Persons from the Settled Claims;

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(f) enjoin all Class Members from asserting any of the Settled

Claims;

(g) determine any award of attorneys’ fees and expenses and

incentive awards to plaintiffs as provided in Section 13 herein; and

(h) state that it will be vacated if the Settlement Payment has not

been paid in full into the Account within 10 days of entry of the Order and Final

Judgment.

11. Conditions of Settlement

11.1 This Settlement is expressly conditioned on and subject to the deposit of

the Settlement Payment into the Account as and when provided in Section 2.1, the

Court’s entry of the Order and Final Judgment in all material respects in form attached

as Exhibit B hereto, and Final Approval (defined below). If the Order and Final

Judgment is not entered in all material respects in the form attached as Exhibit B hereto,

or if Final Approval is not granted by the Court or after appeal, this Stipulation, except

for Sections 4.4 herein (and the permitted disbursements of the initial deposit in the

Account in accordance with Sections 2.1 and 2.2 and Section 5 herein), and the Order

and Final Judgment, if entered, shall be null and void unless all Parties hereto agree, in

writing, to an alternative order and final judgment. For the avoidance of doubt, the scope

of the Settled Claims is a material term of this Settlement. In the event that any claim

relating to the subject matter of the Action is commenced against any of the Released

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Persons, Lead Plaintiffs and Class Counsel shall assist Defendants in obtaining the

dismissal or withdrawal of such related litigation, including, where appropriate, joining

in any motion to dismiss such litigation based on the terms of this Settlement.

11.2 If the remainder of the Settlement Payment is not made within 10 days of

the entry of the Order and Final Judgment, as provided in Section 2.1, the Settlement will

be null and void as set forth in Section 11.1 above and the parties will jointly apply to the

Court for an order vacating the Order and Final Judgment.

11.2 In the event that this Settlement is rendered null and void for any reason,

the existence of this Settlement or the provisions contained in this Stipulation shall not

be deemed to prejudice in any way the respective positions of Lead Plaintiffs or

Defendants; shall not be deemed a presumption, a concession or an admission by either

of Lead Plaintiffs or any of Defendants of any fault, liability or wrongdoing, or lack of

merit as to any facts or claims, alleged or asserted in the Action, or in any other action

or proceeding; and shall not be interpreted, construed, deemed, invoked, offered or

received into evidence or otherwise used or referred to by any person in the Action or

in any other action or proceeding, whether civil, criminal, or administrative, or for any

purpose other than as provided expressly herein; except in connection with any

proceeding to enforce the terms of this Settlement.

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12. Final Approval

12.1 The approval of this Settlement by the Court shall be considered final

(“Final Approval”) upon the latest of (i) the expiration of the time for the filing or

noticing of an appeal, writ petition or motion for re-argument or rehearing from the

Court’s Order and Final Judgment approving the material terms of this Settlement

without such appeal or motion having been made; (ii) the date of final affirmance of

the Court’s Order and Final Judgment on any appeal, re-argument or rehearing; or

(iii) the final dismissal of any appeal or writ proceeding.

13. Attorneys’ Fees

13.1 Class Counsel will apply for an award of attorneys’ fees of up to 25% of

the Settlement Payment and for reimbursement of expenses of up to $250,000 (“Fee

and Expense Application”) Any amounts awarded by the Court as attorneys’ fees and

expenses (the “Fee and Expense Award”)will be paid solely and exclusively from

the Settlement Fund.

13.2 Other than as provided in Sections 13.1 and 13.6, neither Lead Plaintiffs

nor Class Counsel, shall make, or assist any other counsel in making, any application

for an award of fees or expenses from Defendants in connection with this Action in

any court or jurisdiction. Defendants will not object to any Fee and Expense

Application or application for incentive awards made in accordance with Sections

13.1 or 13.6.

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13.3 Prior to disbursement of the Net Settlement Fund to Class Members, and

in any event within twenty (20) days of Final Approval of an Order by the Court

awarding attorneys’ fees and expenses to Class Counsel, the Settlement Administrator

shall disburse from the Settlement Fund an amount equal to the Fee and Expense

Award to CSS Legal Group PLLC, as receiving agent.

13.4 The disposition of Class Counsel’s Fee and Expense Application is not a

material term of this Stipulation, and it is not a condition of this Stipulation that such

application be granted. The Fee and Expense Application may be considered separately

from the proposed Stipulation. Any disapproval or modification of the Fee and Expense

Application by the Court or on appeal shall not affect or delay the enforceability of this

Stipulation, provide any of the Parties with the right to terminate the Settlement, or affect

or delay the binding effect or finality of the Order and Final Judgment, including the

releases set forth therein, provided that no distribution of the Settlement Fund shall be

made until Final Approval of the Fee and Expense Application. Final Approval of the

Fee and Expense Application shall not be a condition to the dismissal, with prejudice,

of the Action or the effectiveness of the releases set forth in the Order and Final

Judgment.

13.5 Class Counsel shall allocate the Fee and Expense Award among Class

Counsel in a manner which they, in good faith, believe reflects the contributions of

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such counsel to the prosecution and settlement of the Action. The Defendants and

the Released Persons shall have no input into or responsibility or liability for the

allocation by Class Counsel of the Fee and Expense Award. Class Counsel warrant

that no portion of the Fee and Expense Award shall be paid to Lead Plaintiffs or any

Class Member.

13.6 Lead Plaintiffs intend to make an application to the Court for an

incentive award of $15,000 each based upon the time and effort they contributed

personally to the litigation. Such application, if approved by the Court, shall be paid

from the Settlement Fund. The disposition of Lead Plaintiffs’ application for an

incentive award is not a material term of this Stipulation, and it is not a condition of this

Stipulation that such application be granted.

13.7 Defendants shall not be required to bear any other expenses, costs,

damages or fees alleged or incurred by Lead Plaintiffs, by any Class Member, or by

any of their attorneys, experts, advisors, agents, or representatives. Defendants shall

have no responsibility for, and no liability with respect to, the allocation of fees or

expenses among Class Counsel and/or any other person who may assert a claim to the

Fee and Expense Award.

14. Best Efforts

14.1 Lead Plaintiffs and Defendants, and their respective attorneys, agree to

cooperate fully with one another in seeking Court approval of this Settlement, and to use

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their best efforts to effect, take, or cause to be taken all actions, and to do, or cause to be

done, all things reasonably necessary, proper, or advisable under applicable laws,

regulations, and agreements to consummate and make effective, as promptly as

practicable, this Settlement (including, but not limited to, using their best efforts to

resolve or oppose, where appropriate, any objections raised to this Settlement) and

procure the dismissal of the Action pursuant to it, including any and all constituent

complaints filed in the Action, with prejudice and without costs to any party, except

as provided this Stipulation.

14.2 Defendants shall use their reasonable best efforts, within 20 days following

the entry of the Order and Final Judgment, to provide the Settlement Administrator, on

a confidential basis, with information, including the identity of the broker or brokers at

which Defendants held shares of Windstream on April 27, 2015, to assist the Settlement

Administrator in avoiding the distribution of settlement consideration to persons

excluded from the Class. In the event that any Defendant becomes aware that he or she

has received a distribution of settlement consideration in a brokerage account, such

Defendant will instruct the broker to return any such distribution directly to the

Settlement Administrator.

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14.3 Without further order of the Court, Lead Plaintiffs and Defendants may

agree to reasonable extensions of time not expressly set forth by the Court in order

to carry out any provisions of this Settlement pending Final Approval.

15. Stay of Proceedings

15.1 All proceedings in the Action shall be stayed except as provided in, and

necessary to seek approval of, this Settlement.

15.2 The Parties will request the Court to order (in the Scheduling Order)

that, pending final determination of whether this Settlement should be approved,

Lead Plaintiffs and all Class Members are barred and enjoined from commencing,

prosecuting, instigating, or in any way participating in the commencement or

prosecution of any action asserting any Settled Claims, either directly,

representatively, derivatively or in any other capacity, against Defendants or any of

the Released Persons.

15.3 If prior to Final Approval of this Settlement, any action is filed in any

court asserting a Settled Claim or challenging the Proposals, the Special Meeting, the

disclosures made in connection with the Special Meeting, or this Settlement, the

Parties agree to take all necessary action to seek a stay or dismissal of such action

pending Final Approval, and to prevent and oppose entry of any interim or final relief

in favor of any Class Member in such action.

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16. Settlement Not An Admission

16.1 The provisions contained in this Stipulation shall not be deemed a

presumption, concession, or admission by (a) any Defendant of any fault, liability, or

wrongdoing, or (b) any Plaintiff or Class Member of the lack of merit, as to any facts

or claims that have been or might be alleged or asserted in the Action, or any other

action or proceeding, that has been, will be, or could be brought, and shall not be

interpreted, construed, deemed, invoked, offered, or received in evidence or otherwise

used by any person in this Action, or in any other action or proceeding, whether civil,

criminal, or administrative, for any purpose other than to enforce the terms of this

Settlement, or as provided for expressly herein.

17. Entire Agreement; Amendments

16.1 This Stipulation constitutes the entire agreement among the Parties with

respect to the subject matter hereof, and may be modified or amended only by a

writing, signed by all of the signatories hereto, that refers specifically to this

Settlement.

18. Counterparts

18.1 This Settlement may be executed in any number of actual or telecopied

counterparts and by each of the different Parties on several counterparts, each of

which when so executed and delivered will be an original. The executed signature

page(s) from each actual or telecopied counterpart may be joined together and

32

attached and will constitute one and the same instrument. Signature pages may be

executed by electronic signature, which shall be denoted in the form “/s/ [Name]” in

the signature blocks below.

19. Governing Law; Continuing Jurisdiction

19.1 This Stipulation and this Settlement contemplated herein shall be governed

by, and construed in accordance with, the laws of the State of Delaware in any dispute

between or among Defendants, Lead Plaintiffs, and any Class Members regarding same,

without regard to Delaware’s principles governing choice of law. The Parties agree that

any dispute between them arising out of or relating in any way to this Settlement shall

not be litigated or otherwise pursued in any forum or venue other than the Court. Each

party hereto (i) consents to personal jurisdiction in any such action (but in no other action)

brought in the Court; (ii) consents to service of process by registered mail upon such

party and/or such party’s agent; (iii) waives any objection to venue in the Court of

Chancery and any claim that Delaware or the Court of Chancery is an inconvenient

forum; and (iv) waives any right to demand a jury trial to any such action. The Parties

submit themselves to the exclusive jurisdiction of the Court for the enforcement and

interpretation of this Stipulation and its exhibits, and all other matters regarding or

relating to them.

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20. Construction

20.1 This Stipulation shall be construed in all respects as jointly drafted and

shall not be construed, in any way, against any Party on the ground that the Party or

its counsel drafted this Stipulation.

20.2 Section titles have been inserted for convenience only and will not be

used in determining the terms of this Stipulation.

20.3 The terms and provisions of this Stipulation are intended solely for the

benefit of the Released Persons, the Class, and their respective successors and

permitted assigns, and it is not the intention of the Parties to confer rights or remedies

upon any other person or entity.

21. Binding Effect

21.1 This Stipulation, and all rights and powers granted hereby, will bind and

inure to the benefit of the Parties hereto and their respective legal representatives,

agents, executors, heirs, administrators, successors, and assigns.

22. Authority

22.1 This Stipulation will be executed by counsel for the Parties to the

Action, each of whom represent and warrant that they have the authority from their

client(s) to enter into this Stipulation and that this Stipulation shall be binding on

their client(s) in accordance with its terms.

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23. Non-Assignment of Claims

23.1 Lead Plaintiffs and Class Counsel represent and warrant that Lead Plaintiffs

are Class Members and that, prior to and as of the Record Date, Lead Plaintiffs were

stockholders of Windstream. Lead Plaintiffs and Class Counsel further represent that

Lead Plaintiffs, were the only holders and owners of the individual claims and causes of

action asserted in the Action, and that none of the claims or causes of action referred to

in any complaint or amended complaint in the Action have been assigned, encumbered,

or in any manner transferred in whole or in part.

24. No Waiver

24.1 Any failure by any Party to insist upon the strict performance by any other

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

the provisions hereof, and such Party, notwithstanding such failure, shall have the right

thereafter to insist on the strict performance of any and all of the provisions of this

Stipulation to be performed by such other Party. No waiver, express or implied, by any

Party of any breach or default in the performance by the other Party of its obligations

35

under this Stipulation shall be deemed or construed to be a waiver of any other breach,

whether prior, subsequent, or contemporaneous, under this Stipulation.

Executed this 4th day of April 2018.

/s/ Carmella P. Keener

Carmella P. Keener (ID No. 2810)

ROSENTHAL, MONHAIT

& GODDESS, P.A.

919 N. Market Street, Suite 1401

Citizens Bank Center

Wilmington, Delaware 19801

Tel.: (302) 656-4433

OF COUNSEL:

Carol S. Shahmoon

Gregory E. Keller

CSS LEGAL GROUP PLLC

One Great Neck Road, Suite 7

Great Neck, New York 11021

Tel.: (646) 517-4399

Attorneys for Lead Plaintiffs and the

Class

/s/ Robert S. Saunders

Robert S. Saunders (ID No. 3027)

Randolph K. Herndon, Sr. (ID No. 2090)

Ronald N. Brown, III (ID No. 4831)

Arthur R. Bookout (ID No. 5409)

Parker M. Justi (ID No. 6294)

Shaivlini Khemka (ID No. 6247)

SKADDEN, ARPS, SLATE,

MEAGHER & FLOM LLP

One Rodney Square

P.O. Box 636

Wilmington, Delaware 19899-0636

Tel.: (302) 651-3000

Fax: (302) 651-3001

Attorneys for Defendants