IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
`TOWNSHIP CAPITAL, LLC,
`individually and derivatively on behalf of
`TOWNSHIP AUDENT INVESTMENT
`PARTNERSHIP
`and TOWNSHIP VALUE-ADD
`FUND I, LLC,
`Plaintiffs,
`v.
`AUDENT GLOBAL ASSET
`MANAGEMENT, LLC and
`PAUL FEINSTEIN,
`Defendants,
`and
`TOWNSHIP AUDENT INVESTMENT
`PARTNERSHIP,
`Nominal Defendant.
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`C.A. No. 2024-1188-LWW
`AUDENT REAL ESTATE
`OPPORTUNITY FUND I L.P., a
`Delaware Limited Partnership,
`Plaintiff,
`v.
`TOWNSHIP CAPITAL, LLC, a Delaware
`Limited Liability Company,
`Defendant,
`and
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`C.A. No. 2025-0041-LWW
`EFiled: May 20 2025 11:54AM EDT
`Transaction ID 76306898
`Case No. Multi-Case
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`TOWNSHIP HIALEAH MF, LLC, a
`Delaware Limited Liability Company,
`TOWNSHIP MF EAGLE ROCK, LLC, a
`Delaware Limited Liability Company, and
`TOWNSHIP FENWAY, LLC, a Delaware
`Limited Liability Company
`Nominal Defendants.
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`STIPULATION AND [PROPOSED] ORDER GOVERNING REMAINING
`DISPUTE
`WHEREAS, on March 12, 2025, the parties to the above-captioned actions
`(the “Actions”) agreed to a binding term sheet (the “Term Sheet”) to fully resolve
`the Actions;
`WHEREAS, the parties have reached agreement on the terms of a settlement
`agreement which includes the filing of a Stipulation and [Proposed] Order of
`Dismissal with Prejudice (the “Settlement Agreement”) except for a dispute over
`whether or not the Term Sheet eliminates Township Capital, LLC’s right to claim
`management fees and reimbursement of claimed expenses arising prior to January
`1, 2025, (which claim is $277,288.51) from the Audent Managed Entities 1 (the
`“Remaining Dispute”);
`1 For purposes of this paragraph, the Audent Managed Entities include: Township
`GP Value Add Fund I, LLC; Township Hialeah MF, LLC; Township MF Eagle Rock,
`LLC; Township Fenway, LLC; Township SWP Littleton, LLC; Township Muir Woods
`Member Lender, LLC; and Township Wakefield, LLC.
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`WHEREAS, on May 20, 2025, the parties to the Actions will execute the
`Settlement Agreement with express acknowledgement that the parties have
`conferred and agreed that the Court shall resolve the Remaining Dispute without
`regard to the execution or performance of the Settlement Agreement;
`IT IS HEREBY STIPULATED AND AGREED, by the parties hereto,
`through their undersigned counsel, as follows:
`1. Execution and performance of the Settlement Agreement shall not alter
`the parties’ rights with respect to the Remaining Dispute, nor shall execution and
`performance of the Settlement Agreement be interpreted as impairing any right of
`Township Capital, LLC to assert that it is entitled to an amount of up to $277,288.51
`in management fees and expenses from the Audent Managed Entities under the terms
`of the Term Sheet.
`2. The parties shall bear their own fees and costs in connection with
`resolving the Remaining Dispute.
`3. The Court will retain jurisdiction over the Actions solely for the
`purpose of resolving the Remaining Dispute.
`4. The parties shall propose a briefing schedule for submission of the
`Remaining Dispute to the Court.
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`COLE SCHOTZ P.C.
` /s/ Andrew L. Cole
`Andrew L. Cole (No. 5712)
`Nathaniel J. Klepser (No. 6975)
`Austin R. Niggebrugge (No. 7244)
`500 Delaware Avenue, Suite 600
`Wilmington, DE 19801
`(302) 651-2011 (Phone)
`(302) 652-3117 (Fax)
`acole@coleschotz.com
`nklepser@coleschotz.com
`aniggebrugge@coleschotz.com
`Attorneys for Plaintiffs, Township
`Capital, LLC and Township Value-
`Add Fund I, LLC
`Attorneys for Defendant Township
`Capital, LLC
`RICHARDS, LAYTON &
` FINGER, P.A.
` /s/ Matthew D. Perri
`Matthew D. Perri (#6066)
`Daniel E. Kaprow (#6295)
`Mari Boyle (#6761)
`Kevin M. Kidwell (#6988)
`Benjamin O. Allen (#7358)
`920 North King Street
`Wilmington, Delaware 19801
`(302) 651-7700
`perri@rlf.com
`kaprow@rlf.com
`boyle@rlf.com
`kidwell@rlf.com
`ballen@rlf.com
`Attorneys for Defendants Audent Global
`Asset Management, LLC and Paul
`Feinstein
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`Attorneys for Plaintiff Audent Real Estate
`Opportunity Fund I L.P.
`Dated: May 19, 2025
`IT IS SO ORDERED this _____ day of _______, 2025.
`Vice Chancellor Lori W. Will
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`Multi-Case Filing Detail: The document above has been filed
`and/or served into multiple cases, see the details below including
`the case number and name.
`Transaction Details
`Court: DE Court of Chancery Civil ActionDocument Type: Stipulation & (Proposed)
`Order
`Transaction ID: 76306898
`Document Title: Stipulation and
`[Proposed] Order Governing Remaining
`Dispute
`Submitted Date & Time: May 20 2025 11:54AM
`Case Details
`Case Number Case Name
`2024-1188-LWW Township Capital, LLC, et al. v. Audent Global Asset
`Management, LLC, et al.
`2025-0041-LWW CONF/Audent Real Estate Opportunity Fund I L.P. v.
`Township Capital, LLC et al.
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