No STIPULATION AND SETTLEMENT AGREEMENT. COMES NOW, Plaintiff, Ann s Choice, Inc. by its attorneys referenced below, and BACKGROUND

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1 EASTBURN & GRAY, P.C. BY: MICHAEL J. SAVONA, ESQUIRE Attorney I.D. # E. Court Street Doylestown, PA (215) Attorney for Defendant, Warminster Township ANN S CHOICE, INC. Plaintiff, v. COUNTY OF BUCKS COURT OF COMMON PLEAS BUCKS COUNTY, PENNSYLVANIA CIVIL ACTION - LAW No WARMINSTER TOWNSHIP And CENTENNIAL SCHOOL DISTRICT Defendants. STIPULATION AND SETTLEMENT AGREEMENT COMES NOW, Plaintiff, Ann s Choice, Inc. by its attorneys referenced below, and Defendants, by their attorneys referenced below to settle the actions referenced below on the terms and conditions set forth below. BACKGROUND A. On January 20, 2012, Plaintiff filed an Amended Complaint at the above captioned number and term, seeking declaratory judgment in its favor and against Defendants, in the nature of a declaration by this Court that a certain February 21, 2001, PILOT Agreement by and between the Plaintiff (or its predecessors in interest) and Defendants is invalid unenforceable and void ab initio, and further seeking a refund

2 of all payments made by Plaintiff to Defendants from 2001 to the filing of the Complaint. B. The Plaintiff commenced a second action against Defendants on February 24, 2012, by the filing of a Complaint for Refund pursuant to 72 P.S. 5566(c) in this Court, seeking refund of certain sums paid by Plaintiff to Defendants pursuant to the above referenced February 21, 2001 PILOT Agreement, for all periods from December 2008 to December Said case is docketed in this Court at No C. Contemporaneously with the filing of the foregoing civil actions, Plaintiff commenced two (2) tax assessment appeals, all of which challenge the assessed value of the parcel of real property identified as Bucks County Tax Parcel No (hereinafter the Property ), which same appeals are docketed in this Court at Nos and Defendants, as taxing authorities, have all intervened in the foregoing tax assessment appeals. D. Subsequent to the filing of the foregoing actions, Ann s Choice commenced a tax assessment appeal, which challenges the assessed value of the Property, from the Notice of Assessment Change dated March 12, 2012, which same appeal remains pending at the Board of Assessment of Bucks County. E. Each of the foregoing actions arise from or relate to the underlying question of what value should properly be assigned to the Property and what, if any, payments previously made to Defendants in the form of PILOT payments must be refunded to Plaintiff. F. The parties have consulted regarding the issues in these cases, and the mutual benefit to be derived from the resolution of these matters through negotiated settlement.

3 In consideration of the foregoing, and to resolve, finally, certain issues raised in the above captioned matters, the Parties hereto hereby STIPULATE and AGREE as follows: 1. That paragraphs A through F are incorporated as if fully set forth herein. 2. That the above-referenced actions filed at Docket Nos , , and involve common issues of law and fact. Accordingly, the parties agree to the entry of a Court Order consolidating the actions at Docket No That Ann s Choice will waive any and all claims to any portion of any refund for any amounts paid under the February 21, 2001 PILOT Agreement. 4. That the real property comprising the Ann s Choice Campus, the Property herein referred, shall be exempt from real estate taxes as a CCRC, or continuing care retirement community, in accordance with the Constitution of the Commonwealth of Pennsylvania and the requirements of Act That the Bucks County Board of Assessment shall consider the properties comprising the Ann s Choice Campus as exempt from real estate taxes, in accordance with this Stipulation and Order, and shall conform the County Tax Assessment records as such. 6. That Ann s Choice and the Defendants have, contemporaneously with the execution of this Stipulation, executed a new PILOT Agreement, as contemplated and authorized under Act 55, which will provide for the payment of annual revenues to each Defendant by Ann s Choice. 7. That the parties hereto, either personally or by Counsel, have signed this STIPULATION, with the full authority to so execute, and have done so with the full

4 intent to be bound by the terms of this Agreement, which shall be entered as an Order of Court. 8. That the above-captioned action and the actions filed at Docket Nos , and are settled and discontinued with prejudice. 9. That Plaintiff s assessment appeal from the March 12, 2012 Notice of Assessment Change pending before the Board of Assessment Appeals of Bucks County, Pennsylvania is dismissed. 10. That this Settlement Agreement contains the entire understanding of the parties and there are no other terms, conditions, promises or terms except as contained herein. 11. That the rights and obligations of the parties as set forth in this Stipulation and Settlement Agreement are conditioned upon the Court of Common Pleas of Bucks County entering an Order approving this Stipulation and Settlement Agreement as a final Order of Court. 12. That the attorneys for the parties represent and warrant to each other and to the Court that they have consulted with their respective clients, have explained the terms and provisions contained herein to their respective clients, and that their respective clients have given their attorneys of record full and complete authority to enter into this Stipulation and Settlement Agreement on its behalf and to be bound by the terms contained herein. 13. That the parties agree that this Settlement Agreement is a settlement of all issues raised in the pending referenced civil actions and all other issues reasonably related thereto.

5 14. That the parties agree that this Settlement Agreement may not be used by any party or person for precedent or for any purpose other than to enforce its terms against a party who breaches its obligations as set forth in this Stipulation and Settlement Agreement or the PILOT Agreement which is a part hereof. 15. That all parties agree to reasonably cooperate with each other to uphold the validity of this Stipulation and Settlement Agreement and the PILOT Agreement which is a part hereof if a third party initiates a challenge to the validity of their terms. If any such challenge succeeds in part, those sections unaffected by such challenge shall remain in full force and effect [SIGNATURES FOLLOW ON NEXT PAGE]

6 IN WITNESS WHEREOF, all of the parties to the Stipulation and Settlement Agreement, intending to be legally bound, have executed the same on the date and so indicated by their respective attorneys of record: ANN S CHOICE, INC. By: BUCKS COUNTY: By: Michael Klimpl, Esquire, Solicitor WARMINSTER TOWNSHIP: By: Michael J. Savona, Esquire Township Special Counsel CENTENNIAL SCHOOL DISTRICT: By: John VanLuvanee, Esquire School District Counsel BUCKS COUNTY BOARD OF ASSESSMENT: By: Edward Rudolph, Esquire Solicitor