YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT:

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1 Notice of Proposed Settlement of Class Action, Settlement Hearing and Right to Appear If You Were a Stockholder of Windstream Holdings, Inc. to whom its April 26, 2015 One-for-Six Reverse Stock Split Shares were Distributed, Please Read this Notice of Class Action Settlement If you are a nominee who held Windstream Holdings, Inc. common stock for the benefit of another, please read the section below entitled NOTICE TO PERSONS OR ENTITIES HOLDING RECORD OWNERSHIP ON BEHALF OF OTHERS. Members of the Class are referred to as Class Members. The Settlement will provide a gross amount of $10.5 million to be distributed, after payment of fees and expenses, to holders of common stock of Windstream Holdings, Inc. ( Windstream or the Company ) to whom the Company s April 26, for-6 reverse stock split shares were distributed following Windstream s implementation of its partial spin off of certain real estate and fiber assets into Communications Sales & Leasing, Inc. ( CS&L ) (currently known as Uniti Group Inc.), a real estate investment trust ( REIT ). The Settlement resolves a lawsuit in which plaintiffs allege that Windstream s board of directors failed to disclose material facts in connection with a stockholder vote on two charter amendments relating to the partial spin off and reverse stock split at a special meeting of Windstream stockholders held on February 20, The Settlement avoids the risks of continuing the lawsuit; pays money to stockholders like you; and prevents you from ever filing another lawsuit about the stockholder vote, special meeting or spin off. The two sides disagree about who would have won at trial, and how much money, if any, would have been awarded. Your legal rights are affected whether you act, or do not act. Read this notice carefully. YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT: OBJECT DO NOTHING Write to the Court by June 10, 2018 about why you don t like the Settlement. If the Settlement is approved by the court, you will receive a pro rata distribution of the net settlement proceeds based on the number of shares you owned at the time the April 26, for-6 reverse stock split shares were distributed, and you will release any claims you may have concerning the subject matter of this lawsuit. Your right to object and the deadline to exercise that right is explained in this notice. The Court in charge of this case still must decide whether to approve the Settlement. This Notice describes the process by which the Court will consider the Settlement for approval. Payments will be made if the Court approves the Settlement and after objections and appeals, if any, are resolved. 1. Why did I get this notice? This Notice is being sent to you pursuant to an Order of the Court because you or someone in your family may have been a Windstream stockholder at the time the April 26, for-6 reverse stock split shares were distributed. You are getting this notice because you have a right to know about the proposed Settlement of this lawsuit, and about your options, before the Court decides whether to approve the Settlement. This Notice explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how they will be distributed. The Court in charge of the case is the Court of Chancery of the State of Delaware (the Court ), and the case is called Doppelt v. Windstream Holdings, Inc., et al., C.A. No VCS (the Lawsuit ). The

2 judge presiding over this case is Vice Chancellor Joseph R. Slights III. The stockholders who sued on behalf of the Class, Jeffrey Doppelt and Neil Dolgin, are the Plaintiffs, and the people they sued, Windstream s former Board of Directors (Anthony W. Thomas, 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, William LaPerch, and Michael Stoltz together the Board ), are the Defendants. If the Court approves the Settlement and the Settlement becomes effective: (a) the Lawsuit will be dismissed with prejudice, (b) all members of the Class will be deemed to have released the Released Claims (a full copy of the Released Claims is in question 11), and (c) the Settlement Administrator ( Settlement Administrator ) approved by the Court will make payments pursuant to the Settlement What is this lawsuit about? The following summary does not constitute findings of the Court. The Court has made no findings about the following matters and these descriptions are not opinions of the Court as to the merits of any of the claims or defenses raised by any of the parties. On February 9, 2015, Plaintiff Jeffrey Doppelt filed the Lawsuit. The Lawsuit alleges that the Board breached fiduciary duties owed to Windstream stockholders in connection with the special meeting of stockholders on February 20, The lawsuit claims that the two charter amendments that stockholders were being asked to approve were necessary for the partial spin-off of assets into CS&L and the reverse stock split, and that the Board failed to disclose material facts in connection with the vote, including a planned reduction in the aggregate per share dividend that would be paid to original Windstream stockholders by Windstream and CS&L following the implementation of the partial spin off and reverse stock split. The first charter amendment allowed Windstream to convert its operating subsidiary into a limited liability company, a conversion that Defendants asserted would avoid a large tax liability from the spin-off, and the second charter amendment authorized the reverse stock split. On February 19, 2015, the Court denied a motion for preliminary injunction that sought to enjoin the stockholder meeting until Windstream disclosed the facts the Lawsuit alleges should have been disclosed. On February 20, 2015, a majority of outstanding Windstream shares approved the two charter amendments proposed by Windstream. On April 24, 2015, Windstream completed the spin off, and on April 26, 2015, implemented the reverse stock split. The CS&L shares began trading on April 27, On February 5, 2016, the Court granted in part and denied in part Defendants motion to dismiss the Lawsuit, including dismissal of the Plaintiffs request to undo the spin-off. Consequently, only a claim for monetary relief remained available. Such a claim required Plaintiffs to prove that Windstream stockholders suffered economic injury as a result of the allegedly uninformed vote, and that the Defendants acted knowingly and intentionally. Defendants have denied, and continue to deny, all allegations of wrongdoing, fault, liability, or damage. Plaintiffs counsel reviewed thousands of documents, took numerous depositions, and consulted with and submitted reports of their experts concerning liability and damages resulting from the allegedly uninformed shareholder vote. Both Defendants and Plaintiffs presented arguments to the Court about various issues in the case. The Court has not made any final decisions about the merits of the case, Plaintiffs claims, or Defendants defenses. 3. Why is this a class action? 1 All capitalized terms used in this Notice that are not otherwise defined herein shall have the meanings provided in the Stipulation of Settlement dated April 3, 2018 (the Settlement Stipulation ), which is available on the Settlement website, 2

3 The Court in this case certified the Lawsuit as a class action on behalf of stockholders of Windstream who were entitled to vote at the special meeting of stockholders on February 20, 2015, and their transferees, excluding Defendants. The Court reasoned that transferees should be included in the Class because the claims alleged a breach of fiduciary duty resulting in an improper charter amendment and such claims transfer with the shares. Once the partial spin off was implemented and Windsteam s shares were replaced with the April 26, 2015 reverse stock split shares, purchasers of stock in the much smaller, post spin off Windstream were on notice of the completed transactions and did not suffer economic injury from the allegedly uninformed vote. Consequently, holders of Windstream stock at the time that the April 26, 2015 reverse stock split shares were distributed, whether they were holders entitled to vote at the special meeting on February 20, 2015 or transferees of such holders (by purchase or otherwise), constitute the members of the Class entitled to recovery in the Settlement. 4. Why is there a settlement? Both sides are confident in the merits of their respective legal positions. However, instead of risking the outcome of a lengthy trial, both sides agreed to a settlement. The Plaintiffs and their attorneys think the Settlement is fair and is what is best for all Class Members. Plaintiffs counsel conducted an investigation and pursued extensive discovery relating to the claims and the underlying events and transactions alleged in the Lawsuit. Plaintiffs counsel have analyzed the evidence obtained during their investigation, and the extensive discovery obtained in the Lawsuit, including documents produced by the Defendants and numerous subpoenaed third parties, and the depositions of various Defendants, Windstream executives, and third party consultants. At the same time, Plaintiffs counsel thoroughly researched the applicable law with respect to the claims asserted in the Lawsuit and the potential defenses. Plaintiffs counsel consulted numerous experts regarding the economic damages that could be attributed to the allegedly uninformed vote, retained three experts who prepared reports and rebuttal reports for testimony at trial and also considered the report and opinions of the expert retained by Defendants. In negotiating and evaluating the terms of the Settlement, Plaintiffs and Plaintiffs Counsel considered the significant legal and factual defenses to the claims and the additional expense, delay, and risk that would be incurred if they pursued their claims through trial and appeals. While Plaintiffs believe that the February 20, 2015 stockholder vote was not fully informed and the product of breaches of fiduciary duty by the Defendants and that stockholders suffered economic injury as a result, Defendants have argued that they acted appropriately and that stockholders benefited economically as a result of the stockholder vote and partial REIT spin off, and Defendants continue to deny all allegations of wrongdoing, fault, liability or damage. In light of the risks of continued litigation, the amount of the Settlement and the immediacy of recovery to the Class, Plaintiffs and Plaintiffs Counsel believe that the proposed Settlement is fair, reasonable and adequate, and in the best interests of the Class. Plaintiffs and Plaintiffs Counsel believe that the Settlement provides a significant benefit to the Class, namely $10.5 million in cash to be provided by third party insurers (less the various deductions described in this Notice), as compared to the risk that the claims in the Lawsuit would produce a smaller or no recovery after trial and appeals, possibly years in the future. 5. How do I know if I am part of the Settlement? If you are a member of the Class, you are subject to the Settlement. The Class certified by the Court consists of: Stockholders of Windstream Holdings, Inc. and their heirs, successors, assigns and transferees (excluding Defendants), who were entitled to vote (or direct the vote of) shares of common stock of Windstream at the February 20, 2015 special meeting of stockholders. Please note: receipt of this notice does not mean that you are a Class Member or that you will be entitled to receive money from the Settlement. If approved by the Court, the Settlement will be distributed directly to holders of record of Windstream stock to whom the April 26, for-6 reverse stock split 3

4 shares were distributed. It will not be necessary for Class Members to take any action to receive their pro rata share of the Settlement. If you held your stock in street name through a broker, your broker will be responsible for crediting your pro rata share of the Settlement to your account. 6. What does the settlement provide? In consideration for the full and final settlement and dismissal with prejudice of the Lawsuit, and the release by the Class Members of any and all Released Claims, the Defendants insurers have agreed to pay $10.5 million in cash for the benefit of the Class, to be divided, after payment of fees and expenses, among all Class Members who owned shares of Windstream common stock at the time the April 26, for-6 reverse stock split shares were distributed. The settlement will be funded entirely by Defendants third party insurers. Neither Defendants nor Windstream will make any settlement payment. 7. How much will my payment be? Your share of the fund will depend on the number of shares you owned at the time the April 26, 2015 reverse stock split shares were distributed. There were approximately 100,900,000 shares of Windstream stock issued and outstanding immediately upon distribution of the reverse stock split shares. The Settlement Fund (before any deductions) represents approximately $.10 per common share distributed in the April 26, 2015 reverse stock split. The costs to administer the Settlement claims and to pay the attorneys and litigation expenses will be deducted from Settlement Fund prior to distribution to stockholders on a pro rata basis. The entire Settlement Fund, net of costs, fees and expenses, will be distributed automatically to stockholders, and no amounts will revert to the Defendants. The allocation of the Settlement described in this Notice is being proposed by Plaintiffs and Plaintiffs Counsel to the Court for approval, which the Court may approve as proposed or may modify without further notice to the Class. Any orders regarding a modification of the allocation of the Settlement will be posted to the Settlement website, 8. How can I get a payment? As soon as practicable after final approval of the Settlement (approval by the Court and the resolution of, or expiration of time to pursue, an appeal) the Settlement Administrator will cause the Settlement amount, less any costs of administration, attorneys fees and litigation expenses (inclusive of any incentive awards to the Plaintiffs) approved by the Court, to be distributed on a pro rata basis to holders of Windstream stock to whom the April 26, for-6 reverse stock split shares were distributed, either by check to record holders or by payment to Cede & Co, as the record holder for stockholders in street name, with instructions to distribute such payment to the brokers (for further credit to their customers) on whose behalf Cede & Co. owns the stock of record. The Settlement Administrator will post the status of the distribution on the Settlement website, 9. When would I get my payment? The Court will hold a hearing at 10:00 a.m. on June 20, 2018, at the Kent County Courthouse, 38 The Green, Dover, Delaware 19901, to decide whether to approve the Settlement. If the Court approves the Settlement, after that, there may be appeals. Resolving the appeals, if they are filed, can take time. The Settlement will be distributed as soon as reasonably practicable after the resolution of the appeals, or the expiration of any applicable time for appeal. 10. How Does the Settlement Affect My Rights? If the Settlement is approved, you cannot sue or be part of any other lawsuit about the issues in this case. It also means that all of the Court s orders will apply to you and legally bind you. 11. What Am I Giving Up in Connection with the Settlement? 4

5 As a result of the Settlement, if approved by the Court, you will no longer be able to sue for any of the claims made in the Lawsuit. Giving up these claims is called a release. The full release language agreed to in connection with the Lawsuit is as follows: 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, 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 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. 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, 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 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, 5

6 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 Do I have a lawyer in this case? Plaintiffs counsel, the law firms of CSS Legal Group PLLC and Rosenthal, Monhait & Goddess, P.A., represent you and other Class Members. You will not be charged any out of pocket money for representation as Class Members by these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense. 13. How will the lawyers be paid? Plaintiffs Counsel will ask the Court to approve payment for attorneys fees and expenses of up to 25% of the Settlement amount plus out-of-pocket expenses (such as expert fees and deposition expenses) in an amount not to exceed $250,000 (the Fee and Expense Application ). Plaintiffs will also each request an incentive award fee of $15,000 from the Settlement amount for the work that each performed on behalf of all stockholders (the Incentive Fee Applications and, together with the Fee and Expense Application, the Fee Applications ). Plaintiffs Counsel have been working on this case since 2015, without any payment at all. A detailed summary of what was done in this Lawsuit is included in the Stipulation, which may be obtained by visiting the website at or by ing info@windstreamsettlement.com, or calling The Court may award less than these amounts. The amount of the fees, expenses and incentive awards will be paid from the Settlement Fund. The costs to administer the Settlement will also be deducted from the Settlement Fund. The Settlement is not conditioned on the Court granting the Fee Applications. 14. How do I tell the Court if I object to the Settlement? You can object to any part of the Settlement or the Fee Applications. To object, you must file with the Court, no later than June 10, 2018, a written statement setting forth the reasons for your objection. The Court will consider all timely submitted, compliant objections. Be sure to: (a) identify the case as Doppelt v. Windstream Holdings, Inc., et al., C.A. No VCS; (b) include your name, address, address, telephone number, and, if represented by an attorney, the name, address, address and telephone number of your attorney; (c) provide proof of membership in the Class and a statement certifying that you are a Class Member; (d) affix your signature; (e) and describe in detail the specific reasons you object to the Settlement or the Fee Applications. Please also include any documents you wish the Court to consider. To file with the Court you must either have an electronic filing account or mail or hand deliver your papers to the Register in Chancery, Court of Chancery, 38 The Green, Dover, Delaware Also by June 10, 2018, you must serve the objection by e-filing, hand delivery or overnight mail to the following attorneys: Carmella Keener ROSENTHAL, MONHAIT & GODDESS, P.A 919 North Market Street, Suite 1401 P.O. Box 1070 Wilmington, DE Robert S. Saunders SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP One Rodney Square, 920 N. King Street P.O. Box 636 Wilmington, DE

7 15. When and where will the Court decide whether to approve the Settlement? The Court will hold a Settlement Hearing at 10:00 a.m. on June 20, 2018, at the Kent County Courthouse, 38 The Green, Dover, Delaware At this hearing the Court will consider whether the Settlement is fair, reasonable, and adequate and whether to approve the allocation of the Settlement. The Court will also consider the Fee Applications. If there are objections, the Court will consider them. After the hearing, the Court will make decisions whether to approve these matters relating to the Settlement and the Fee Applications. We do not know how long these decisions will take, but the Court may choose to render its decisions at the conclusion of the hearing. 16. Do I have to come to the hearing? No. Plaintiffs Counsel will answer questions the Court may have. But, you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mailed your written objection with the proper documentation and in the manner described above, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary. Unless the Court orders otherwise, any Class Member who does not object in the manner described above will be deemed to have waived any objection and will be forever foreclosed from making any objection to the proposed Settlement, its allocation among Class Members, or the Fee Applications. Class Members do not need to appear at the hearing or take any other action to indicate their approval. 17. How do I get more information? You can call the Settlement Administrator at toll free; write to Windstream Settlement, P.O. Box , Louisville, KY , the Settlement Administrator at info@windstreamsettlement.com, contact Carol Shahmoon of CSS Legal Group PLLC (one of counsel for Plaintiff) at or cshahmoon@csslegalgroup.com, or visit the website where you will find answers to common questions about the Settlement, plus other information to help you determine whether you are a Class Member and whether you are eligible to get money from the Settlement. PLEASE DO NOT CALL OR WRITE THE COURT. NOTICE TO PERSONS OR ENTITIES HOLDING RECORD OWNERSHIP ON BEHALF OF OTHERS. If you held Windstream common stock at the time that the April 26, for-6 reverse stock split shares were distributed for the beneficial interest of a person or entity other than yourself, you must either (a) within ten (10) calendar days of receipt of this Notice, request from the Settlement Administrator sufficient copies of the Notice to forward to all such beneficial owners and within seven (7) calendar days of receipt of those Notices forward them to all such beneficial owners; or (b) within ten (10) calendar days of receipt of this Notice, provide a list of the names and addresses of all such beneficial owners to Windstream Settlement, P.O. Box , Louisville, KY , or by to Nominees@WindstreamSettlement.com. If you choose the second option, the Settlement Administrator will send copies of the Notice to the beneficial owners. Upon full compliance with these directions, such nominees may seek reimbursement of their reasonable expenses actually incurred, by providing the Settlement Administrator with proper documentation supporting the expenses for which reimbursement is sought. Copies of this Notice may also be obtained from the settlement website maintained by the Settlement Administrator, or by calling the Settlement Administrator at

8 Windstream Settlement P.O. Box Louisville, KY WDP «Barcode» Postal Service: Please do not mark barcode Claim#: WDP-«Claim8»-«CkDig» «First1» «Last1» «Addr1» «Addr2» «City», «St» «Zip» «Country»