Costa Bajjali 9] 19 Hwy 6, Suite 230-313 Missouri City, Texas 77459 January 23, 2015 Mr. David Wallace via e-mca?l and certi?ed letter Individually and Trustee for: The Whitney Leigh Wallace 1996 Sub-S Trust The Jacquelyn Marie Wallace 1996 Sub-S Trust 1634 Brookstone Lane Sugar Land, Texas 77479 Wallace Bajjali Development Partners, LP via e-mail 1 1233 Shadow Creek Pkwy Suite 3 3 Pearland, Texas 775 84 Wallace Bajjali Management, LLC via e-mail 11233 Shadow Creek Pkwy Suite 3 3 Pearland, Texas 77584 WBDP Holding Company stakeholders via email Re: Letter of Resignation To all stakeholders, As you may know, I own a 50% Limited Partnership Interest in Wallace Bajjali Development Partners, LP with the other 50% Limited Partnership Interest owned by the Whitney Leigh Wallace 1996 Sub?S Trust and die Jacquelyn Marie Wallace 1996 Sub-S Trust (collectively the ?Wallace Trusts?). 1 also own a 50% equity interest in Wallace Bajjali Management, LLC which is the sole General Partner of WBDP. The Wallace Trusts own the remaining 50% equity interest in WBM. Bqtiali Resignation Letter - WBDP and WBM Page 1 d4 Prior to August 14, 2014, David Wallace Wallace?) and I each held the following positions with respect to WBDP and WBM: WBM Mangge_r_s: David Wallace Costa Bajjali O?cers: David Wallace CEO, Vice-President and Treasurer Costa Bajjali President and Secretary WBDP 0 see: David Wallace Costa Bajjali (WBDP has no Managers or Of?cers, as it acts solely through its General Partner, WBM) On August 14, 2014, Mr. Wallace (acting as Trustee of the Wallace Trusts) triggered the Buy-Sell provision in the WBDP Limited Partnership Agreement. Thereafter Mr. Wallace and I sought to compromise and resolve the matter, in order for the Wallace Trusts to acquire my equity interests in WBDP and WBM (allowing me to transition out of the companies). In this regard, from August 14, 2014 forward, I Worked diligently to transition my responsibilities to Mr. Wallace and his team. After transitioning my projects and workload, and due to Mr. Wallace?s refusal to communicate and/or cooperate, I took a much less active role in the companies? day-to-day operations, deferring to Mr. Wallace, based upon his express representation that the Wallace Trusts would be pin-chasing my interest (pursuant to the Buy- Sell) by year?s end, and that he would be taking WBDP and WBM in a different direction. Nevertheless, given the possibility that the equity purchase might not occur, I also made every e??ort to remain informed of the companies? activities (despite substantial resistance ?om Mr. Wallace, certain employees, and other individuals). When it appeared obvious that Mr. Wallace was not timely providing critical information and strategies, I determined that since I had no control, it was best that I resign as an of?cer of West Houston WB Realty Fund, WB Substitute GP, LFW Economic Opportunity Fund, LFW Management, Wallace Bajjali Inveshnent Fund II, WBIF 11 GP, US Public-Private Real Estate Fund I, Management, LLC (collectively the ?Funds?); WB Real Estate Holdings, LLC (the ?Holding Company"); and each of the Single Purpose Entities owned by the Holding Company. On November 3, 2014 I resigned ?'Om each of those companies and noti?ed all stakeholders via email (see attached copy of my resignation letter). quali Resignation Letter - and WBM Page 2 of4 On November 4, 2014, Mr. Wallace sent the attached email to all investors assuring them that he is partnering with: a well-capitalized, Houston-based Registered Investment Advisory (RIA) ?rm with deep roots in our community, with whom I have been involved with since the beginning. . . . The new, consolidated operation will blend Wallace Bajjali's legacy and industry experience with the resources of our new RIA partner to create an innovative development ?rm that strengthens the communities where We work and live, and streamlines our business processes. Together, we share similar values and hold a shared vision for the future one based on integrity, transparency and delivering on the promises we make. Despite all the challenges during the transition, I worked diligently through the months of November and December to ?nalize and execute a contract with the City of Amarillo that was, and is, important to the City of Amarillo and to WBDP. In addition, WBDP was able to secure other contracts in 2014. In mid-December Mr. Wallace (acting on behalf of the Wallace Trusts) failed to consummate a buy-sell transaction by (1) failing to provide the necessary documents to address all the issues necessary for a clean transition, and (2) by failing to address other ?nancial obligations to me. When I refused to capitulate, Mr. Wallace ?led a lawsuit in Fort Bend County to enforce the buy-sell transaction. In a bizarre, unexplainable change in snathy, on January 7, 2015, Mr. Wallace removed all of his personal items from his of?ce overnight and resigned (via unsigned resignation letter that, to my knowledge, was never sent to any stakeholders or investors) in all capacities as an ?of?cer, manager, director, adviser, consultant, or agent? of the Funds, the Holding Company, and all the SPEs, leavi all of those companies (companies free: which I had previously resigned on November 3 in disarray and without any managers or officers to conduct business. Mr. Wallace also resigned from WBDP, WBM, and all related entities. A copy of his resignation letter is attached. Insofar as WBDP or the Holding Company is the General Farmer of many of the SPEs, and given Mr. Wallace?s recent acts and emissions, the current structure and restrictions leave me no alternative but to also tender my resignation ?om WBDP and WBM. My resignation i_s, necessitated by the actions of Mr. mange (both individually and on behalf of the Wallace Trusts), and the very structure of WBDP and WBM. WBDP can act only through its General Partner, WBM. The Company Agreement for WBM provides that in the event that one of the two designated Managers (Mr. Wallace and I) resigns, that vacancy can only be ?lled by a vote by a majority of the company?s Members. As the Wallace Trusts and I are the only Members, we are in a 50-50 deadlock. Similarly, in the event of a vacancy in the Of?cers of WBM, that vacancy can on] vote a ma'ori of the com ?s rs (And, because of Mr. Wallace?s resignation and the deadlock, the Managers cannot act.) Finally, the Limited Partnership Agreement for WBDP expressly restricts WBM, as the General Partner, from taking certain actions (which, at this point, may very well be warranted). Bq?ali Resignation Letter - WBDP and WBM Page 3 (J4 Given the situation that 1 am in, as a direct consequence of Mr. Wallace?s actions, I have no choice butto resign. Therefore, I provide formal notice that e?ective immediately, I have resigned as a Manager and Of?cer (and in any other capacity) of Wallace Bajjali Management, LLC, and I have resigned as an employee (and in any other capacity) of Wallace Bajjali Development Farmers, LP. By reason of this resignation and the prior resignation, as set forth in my letter of November 3, 2014, effective immediately, I am no longer an of?cer, director, manager, advisor, or consultant to any ofthe named companies. The only interest I retain is that of a 50% limited partner in WBDP and a 50% equity owner in WBM. Similarly, the Wallace Trusts (acting through Mr. Wallace, as Trustee) also remain a 50% limited partner in WBDP and a 50% equity owner in WBM. Sincerely, Costa Bajjali CB/kb Bta?iali Resignation Letter - WBDP and WBM Page 4 qf4