July 30, 2019

VIA EMAIL
The Fane Organization
Ten Rockefeller Center, Suite 1016
New York, NY 10020

Dear Mr. Fane:

You have requested a further extension of the date by which your organization is required
under our agreement dated January 17, 2019 (the “Purchase Agreement”) to submit an application
to the City for a Tax Stabilization Agreement for your proposed project. We initially granted a one-
month extension of this date to July 31st.

Under the Purchase Agreement, the material terms of your organization’s guaranty and right
of first offer (“ROFO”) on an adjacent parcel were established. The forms of the documents in
which those respective obligations and rights would be set forth were, by the terms of the Purchase
Agreement, to be established by the parties by February 28th of this year. Our counsel provided
drafts of those documents to your counsel on February 11th.

When we met last Wednesday, your colleagues advised that you were withdrawing your
request for material changes to your guaranty. As of that time, we still had not received comments
on the draft of the ROFO agreement delivered to you on February 11th. We understood that you
authorized your lawyer at that meeting to forward your comments on the draft of the ROFO
agreement. Because we did not receive them until mid-day of the next day, we expected the
comments not to include material changes to the provisions of the Purchase Agreement.
Unfortunately, this turned out not to be the case. Rather, there were multiple changes, all adverse to
the interests of the public (e.g., reducing the initial deposit from $250,000 to $1,000).

To show our good faith, we hereby extend the date for submission of the TSA application to
August 7th. We will also be sending a response to your comments on the ROFO agreement today.
We are unwilling to renegotiate the Purchase Agreement and to change those material terms. As to
the remaining provisions, from our perspective, we see no reason why they cannot be resolved in
the next few days and our counsel is available to work them through with yours.

Very truly yours,

Robert C. Davis
Chairman

315 Iron Horse Way, Suite 101

Providence, RI 02908 195District.com
cc: Jeffrey Padwa, Esq. (jpadwa@padwalaw.com)
Scott T. Spear, Esq. (sts@blishcavlaw.com)
Daria Fane (dariafane@aol.com)
Liana Maor (liana@faneorg.com)
Charles F. Rogers (charles.rogers@lockelord.com)
Stefan Pryor (Stefan.pryor@commerce.ri.gov)

315 Iron Horse Way, Suite 101

Providence, RI 02908 195District.com