stipulated Award FINRA Dispute Resolution

In the Matter of the Arbitration Between:

Claimants Master Consolidated Case Number: c e o Investment Services Corp. 12-02115 RBS Citizens N.A.

vs.

Respondents Hearing Site: Hartford, Connecticut Delia Mary Hicks James Wesley Oliver James Frederick Venditti Wells Fargo Advisors Financial Network, LLC

Consolidated with:

Claimants c e o Investment Services Corp. RBS Citizens N.A. Subordinate Case Number:

12-02757 vs.

Respondents Jayme Frances Lemaire Jamie Theresa Nowakowski Hearing Site: Hartford, Connecticut Wells Fargo Advisors Financial Network, LLC

Nature of the Disputes: Member and Non-Member vs. Member and Associated Persons

REPRESENTATION OF PARTIES

For Claimants CCO Investment Services Corp. ("CCO Investment"), and RBS Citizens N.A.: David M. Belcher, Esq. and Christine R. Fitzgerald, Esq., Belcher Fitzgerald, LLP, Boston, Massachusetts.

For Respondents Wells Fargo Advisors Financial Network, LLC ("Wells Fargo"), Delia Mary Hicks ("Hicks"), Jayme Frances Lemaire ("Lemaire"), Jamie Theresa Nowakowski ("Nowakowski"), and James Wesley Oliver ("Oliver"): Thomas B. Lewis, Esq., Stevens & Lee, Lawrence, New Jersey.

Respondent James Frederick Venditti appeared pro se.

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CASE INFORMATION

Master Consolidated Case: 12-02115

Statement of Claim filed on or about: June 6, 2012. Answer to Counterclaim filed by CCO Investment on or about: August 6, 2012. CCO Investment signed the Submission Agreement: June 6, 2012. RBS Citizens N.A. signed the Submission Agreement: June 6, 2012.

Statement of Answer filed by Wells Fargo on or about: July 24, 2012. Statement of Answer and Counterclaim filed by Respondents Oliver, Venditti, and Hicks on orabout: July 25, 2012. Delia Mary Hicks signed the Submission Agreement: July 23, 2012. James Wesley Oliver signed the Submission Agreement: July 23, 2012. James Frederick Venditti signed the Submission Agreement: July 23, 2012. Respondents Wells Fargo, Lemaire, and Nowakowski did not sign Submission Agreements.

Subordinate Case: 12-02757

Statement of Claim filed on or about: July 27, 2012. CCO Investment signed the Submission Agreement: July 27, 2012. RBS Citizens N.A. signed the Submission Agreement: July 27, 2012.

Statement of Answer filed by Respondent Wells Fargo on or about: September 24, 2012. Statement of Answer filed by Respondents Lemaire and Nowakowski: on or about October 1,2012. Wells Fargo signed the Submission Agreement: November 1, 2012. Jayme Frances Lemaire signed the Submission Agreement: October 1, 2012. Jamie Theresa Nowakowski signed the Submission Agreement: October 1, 2012.

CASE SUMMARY

Master Consolidated Case: 12-02115

In the Statement of Claim, Claimants asserted the following causes of action against Respondent Oliver and Venditti: breach of contract, breach of fiduciary duty, breach of promissory note, misappropriation of trade secrets and confidential information, and unfair competition.

In the Statement of Claim, Claimants asserted the following causes of action against Respondent Hicks: breach of contract, breach of fiduciary duty, misappropriation of trade secrets and confidential information, and unfair competition.

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In the Statement of Claimant, Claimants asserted the following causes of action against Respondent Wells Fargo: tortious interference, misappropriation of trade secrets and confidential information, and unfair competition.

Unless specifically admitted in its Answer, Respondent Wells Fargo denied the allegations made in the Statement of Claim and asserted various affirmative defenses.

Unless specifically admitted in their Answer, Respondents Oliver, Venditti, and Hicks denied the allegations made in the Statement of Claim and asserted various affirmative defenses.

In the Counterclaim against CCO Investment, Respondents Oliver and Venditti asserted the following causes of action: breach of employment agreements and violation of company and industry norms.

Unless specifically admitted in its Answer to the Counterclaim, Respondent CCO Investment denied the allegations made in the Counterclaim and asserted various affirmative defenses.

Subordinate Case: 12-02757

Claimants asserted the following causes of action: breach of contract, breach of fiduciary duty, misappropriation of trade secrets and unfair competition, and breach of promissory note.

Unless specifically admitted in its Answer, Respondent Wells Fargo denied the allegations made in the Statement of Claim and asserted various affirmative defenses.

Unless specifically admitted in their Answer, Respondents Lemaire and Nowakowski denied the allegations made in the Statement of Claim and asserted various affirmative defenses.

RELIEF REQUESTED

Master Consolidated Case: 12-02115

Claimants requested specific performance against Respondents on their claims other than those to recover amounts due and owing under promissory notes issued by certain of the individual Respondents to Claimant CCO Investment Services Corp., plus costs and attorneys' fees. Claimants requested $40,235.60 in principal plus interest in the amount of $549.76 plus daily interest of $8.74 per day thereafter, unspecified costs and attorneys' fees against Respondent James Venditti under the promissory note he issued Claimant CCO Investment Services Corp. Claimants requested $8,592.60 in principal plus interest in the amount of $52.37 plus daily interest of $0.69, late fees in the amount

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of $432.15, unspecified costs and attorneys' fees against Respondent James Oliver under the promissory note he issued Claimant CCO Investment Services Corp.

In its Statement of Answer, Respondent Wells Fargo requested that the Panel deny Claimants' Statement of Claim in its entirety.

In their Statement of Answer, Respondents Oliver, Venditti, and Hicks requested that Claimants' claim be dismissed in its entirety, costs of suit incurred herein, attorneys' fees, costs and expenses, and such other and further relief as the Panel deems just and equitable. In their Counterclaim, Respondents Oliver and Venditti requested unspecific compensatory damages, costs of suit incurred herein, attorneys' fees, costs and expenses, and such other and further relief as the Panel deems just and equitable.

In its Answer to the Counterclaim, CCO Investment requested that the Panel deny the Counterclaim in its entirety, costs incurred in response thereto, attomeys' fees, costs, forum fees, other expenses, and award such further relief as the Panel deems just and equitable.

Subordinate Case: 12-02757

Claimants request unspecified compensatory damages, aggregate interest in the amount of $328.68 as of August 1, 2012, late fee on promissory note in the amount of $374.71, specific performance, attorneys' fees, punitive damages, costs, interest, and such other and further relief that the Panel deems just and proper.

In its Statement of Answer, Respondent Wells Fargo requested that the Panel deny Claimants' Statement of Claim in its entirety.

In their Statement of Answer, Respondents Lemaire and Nowakowski requested that Claimants' claim be dismissed in its entirety, costs of suit incurred herein, attorneys' fees, costs and expenses, and such other and further relief as the Panel deems just and equitable.

OTHER ISSUES CONSIDERED AND DECIDED

The Arbitrators acknowledge that the have each read the pleadings and other materials filed by the parties.

On or about February 19, 2013, Claimants filed a Motion to Bar Counterclaim. On or about February 20, 2013, Respondents filed a Response to Claimants Motion. By Order dated March 14, 2014, the Chairperson denied Claimants' Motion.

On March 7, 2014, Claimants filed a Motion to Consolidate case #12-02757 with case #12-02115. On March 24, 2014, Respondents filed an Opposition to Claimants Motion. By Order dated April 18, 2014, the Panel granted Claimants' Motion.

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On or about January 12, 2015, Claimants and Respondent James Venditti notified FINRA Dispute Resolution that they had reached a settlement agreement related to the promissory note Respondent James Venditti issued to Claimant CCO Investment, and Mr. Venditti's Counterclaims against Claimant CCO Investment requiring this Stipulated Award with respect to those claims only.

On orabout February 16, 2015, Claimants notified FINRA Dispute Resolution that their claims against Wells Fargo Advisors Network, Oliver, Hicks, Lemaire, and Nowakowski are withdrawn with prejudice, subject to the issuance of this Stipulated Award.

The parties agreed to entry of this Stipulated Award and have further agreed that the Stipulated Award in this matter may be executed in counterpart copies or that a handwritten, signed Award may be entered.

AWARD

Claimants and Respondent James Venditti entered into an agreement to present to the Panel a Stipulated Award to resolve the promissory note claims against him. Now, in lieu of a hearing and upon motion of both parties for an entry of an award, the written stipulation thereto, the Arbitrators grant the motion and enter this award granting the following relief:

1. An award in the amount of $57,321.38 plus applicable statutory interest from the date hereof shall enter against Respondent James Venditti and in favor of Claimant CCO Investment Services Corp. on the promissory note claims against him which award shall be satisfied pursuant to the temris of a confidential settlement agreement between the parties.

2. Each party shall bear their own costs and attorneys' fees.

3. Any and all relief not specifically addressed herein is denied.

FEES

Pursuant to the Code, the following fees are assessed:

Filing Fees FINRA Dispute Resolution will retain or collect the non-refundable filing fees* for each claim:

Initial Claim Filing Fee =$ 1,450.00 Counterclaim Filing Fee =$1,250.00

*The filing fee is made up of a non-refundable and a refundable portion.

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Member Fees Member fees are assessed to each member firm that is a party in these proceedings or to the member firms that employed the associated person at the time of the event giving rise to the dispute. As parties, CCO Invest Services Corp. and Wells Fargo Advisors Financial Network LLC are each assessed the following:

Member Surcharge =$ 875.00 Pre-Hearing Processing Fee =$ 750.00 Hearing Processing Fee =$1,000.00

Iniunctive Relief Fees Injunctive relief fees are assessed to each member or associated person who files for a temporary injunction in court. Parties in these cases are also assessed arbitrator travel expenses and costs when an arbitrator is required to travel outside his or her hearing location and additional arbitrator honoraria for the hearing for permanent injunction. These fees, except the injunctive relief surcharge, are assessed equally against each party unless othen/vise directed by the panel. Member firm CCO Investment Services Corp. is assessed the following:

Injunctive relief surcharge =$2,500.00

Adiournment Fees The following adjournment fees are assessed:

June 5-7, 2013, adjoumment requested by parties =$ 600.00 September 17-19, 2013 adjournment requested by Respondents =$ 600.00 June 9-11, 2014, adjournment requested by Respondent Venditti =$ 1,000.00 January 13-16, 2015 adjournment requested by parties =$ 1,000.00

Total Adjournment Fees =$ 3,200.00

1. The Panel has assessed $800.00 of the Adjournment Fees jointly and severally to Claimants.

2. The Panel has assessed $1,400.00 of the Adjournment Fees jointly and severally to Respondents.

3. The Panel has assessed $1,000.00 of the Adjournment Fees to Respondent Venditti.

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Three-Day Cancellation Fees Fees apply when a hearing on the merits is postponed or settled within three business days before the start of a scheduled hearing session:

June 9-11, 2014, adjournment requested by Respondent Venditti =$ 300.00 January 13-16, 2015, adjournment by parties =$ 300.00 Total Three-Day Cancellation Fees =$ 600.00

1. The Panel has assessed $300.00 of the Three-Day Cancellation Fees to Respondent Venditti.

2. The Panel has assessed the $150.00 of the Three-Day Cancellation Fees jointly and severally to Claimants.

3. The Panel has assessed the $150.00 of the Three-Day Cancellation Fees jointly and severally to Respondents.

Hearing Session Fees and Assessments The Panel has assessed hearing session fees for each session conducted. A session is any meeting between the parties and the arbitrators, including a pre-hearing conference with the arbitrators, that lasts four (4) hours or less. Fees associated with these proceedings are:

Paper Decision Fee: =$ 300.00

Three (3) Pre-hearing sessions with the Panel @ $600.00 =$ 1,800.00 Pre-hearing conferences: December 17, 2012 1 session

March 1,2013 1 session December 10, 2013 1 session

Three (3) Pre-hearing sessions with the Panel @ $1,000.00 =$ 3,000.00 Pre-hearing conferences: May 13,2014 1 session

June 4, 2014 1 session June 9, 2014 1 session

Total Hearing Session Fees =$ 5,100.00

1. The Panel has assessed $3,800.00 of the hearing session fees jointly and severally to Claimants.

2. The Panel has assessed $300.00 of the hearing session fees jointly and severally to Respondents.

3. The Panel has assessed $1,000.00 of the hearing session fees to Respondent Venditti.

All balances are due and payable to FINRA Dispute Resolution upon receipt.

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ABBITBAT10N PANEL

Uncoln W.Craighead Charles Franklin Willson, II Richard Slavin

Public Arbitrator, Presiding Chairperson Public Arbitrator Non-Public Arbitrator

I, the undersigned Arbitrator, do hereby affirm that I am the individual described herein and who executed this instmment which is my award.

Coneurrino Arfrltratorg' Slanaturea

ifn'W. Craighead "̂ Ibllc Arbitrator, Presiding Chairperson

^Ta2irl(Jate

Charles Franklin Willson, II Public Arbitrator

Signature Date

Richard Slavin Non-Public Arbitrator

Signature Date

April 28, 2015 ^ Date of Service (For FINRA Dispute Resolution office use only)

FINRA Dispute Resolution Arbitration No. 12-02115 Stipulated Award Page 8 of 8

ARBITRATION PANEL

Lincoln W. Craighead Charles Franklin Willson, II Richard Slavin

Public Arbitrator, Presiding Chairperson Public Arbitrator Non-Public Arbitrator

I, the undersigned Arbitrator, do hereby affirm that I am the individual described herein and who executed this instrument which is my award.

Concurring Arbitrators' Signatures

Lincoln W. Craighead Public Arbitrator, Presiding Chairperson

Charles Franklin Willson, II Public Arbitrator

Signature Date

Signature Date

Richard Slavin Non-Public Arbitrator

SFgnature Date

April 28, 2015

Date of Service (For FINRA Dispute Resolution office use only)

FINRA Dispute Resolution Arbitration No. 12-02115 stipulated Award Page 8 of 8

ARBITRATION PANEL

Lincoln W. Craighead Charles Franklin Willson, II Richard Slavin

Public Arbitrator, Presiding Chairperson Public Arbitrator Non-Public Arbitrator

I, the undersigned Arbitrator, do hereby affinn that I am the individual described herein and who executed this instrument which is my award.

Concurring Arbitrators' Signatures

Lincoln W. Craighead Public Arbitrator, Presiding Chairperson

Signature Date

Charles Franklin Willson. II Public, Arbitratsy; ^

Richard Slavin Non-Public Arbitrator

Signature Date

± Id Signature Date

April 28, 2015

Date of Service (For FINRA Dispute Resolution office use only)