rr eX BY EMAIL CONFIDENTIAL April 5, 2019 Paul Miller, Chairman of the Board of Directors Melissa Siwiec, Co-Head of School & Chief Business Officer Joseph LoPorto, Team Delegate, Super School Contest Team (“Team’ Design Thinking Academy 179 Stanton Christiana Road Newark, DE 19702 Re: Termination of Contest Winner Agreement and Grants From XQ ‘Dear Mr. Miller, Ms. Siwiec, and the Team: Itis with great sadness and deep concern for the students of Design Thinking Academy (formerly Delaware Design Lab High School, Inc.) (“DTA”) that XQ Institute provides notice that XQ is terminating the YQ: The Super School Project Contest Winner Agreement between XQ and DTA dated August 1, 2016 (the “Contest Winner Agreement”) based on a material breach by DTA. XQ will honor the commitment of an interim grant of seven hundred thousand dollars ($700,000) for DTA’s current semester. XQ will not, however, provide additional grants to DTA. XQ is particularly concerned about the students and staff at DTA and would like to come to an amicable parting of the ways that protects the students and staff, and we look forward to speaking with DITA for that purpose. As you know, and as was reiterated during the last in-person meeting on March 19, 2019 at DTA, XQ has been very concerned about DTA’s lack of progress toward implementing the Team's Super School Application; indeed, it has become clear that DTA is not on track to implement many of the es set forth in the Team’s Super School Application, In an attempt to assist DTA with making measurable progress, XQ provided, and DTA and XQ discussed, the implementation of milestones that would need to be met before XQ provided additional grants to DTA. We have recently learned of the resignation of key members of the staff, including those presented by DTA as being responsible for meeting most of those milestones. This development alone constitutes a material breach of the Contest Winner Agreement, bringing into question DTA’s ability to operate effectively and to address the many continuing deficiencies in fulfilling the commitments under the Contest Winner Agreement. ‘The Contest Winner Agreement and all of the three Advance Funds Agreements li use of | grants from XQ to the design and development of the Team’s Super School Application, There is no substantive evidence that DTA is implementing the Super School Application submitted by the Team — which specifies “an innovative learning mode! in which students imagine, design and create their own futures by applying design-thinking processes across the curriculum to grapple with real-world problems and possibilities.” For example, DTA is not using innovative approaches to curriculum and teaching, including design-thinking, project-based learning and exhibitions, to enable students to develop content knowledge in context, apply their knowledge in new situations, and learn through real-world, authentic, interdisciplinary experiences. Instead, students are routinely only asked to recall information in clas Differing learning needs are not being met. In classes observed during on-site visits, students were generally passive or minimally engaged; at least one quarter of the students were not engaged at all andthere was no significant intervention by the teachers or para-professionals. Students are taking traditional or discrete courses that teach basic knowledge and skills, and there is no clear system for appropriate academic support or interventions. In the media lab and entrepreneurship class there was similar disengagement by many students and an absence of design thinking and connection to content knowledge. Importantly, recent departures have created significant leadership and management gaps. For these reasons, as well as the reasons set forth below, DTA is in material breach of the Contest Winner Agreement. XQ has identified the following illustrative, additional, specific issues (this is not an exhaustive list): = DTA does not have sufficient students enrolled for sustainability; * DTA is not ensuring that all students have opportunities to develop the knowledge and skills for college and career readiness, build their identities as learners, and develop the capacity for agency and autonomy; = DTA has not shown evidence of alignment with the XQ set of learning goals for students that integrate academic and social-emotional learning and enable students to become masters of all fundamental literacies, holders of foundational knowledge, original thinkers for an uncertain ‘world, and generous collaborators for tough problems and leamers for life; = In Fall 2018 XQ leamed that DTA did not have in place appropriate systems to ensure that student transcripts were accurate and several students were missing academic credits towards graduation for courses taken; = DTA is not making progress towards its vision of leveraging technology to personalize and customize learning to the unique needs of each student learner, which would include an active assessment of the skills, advantages, and disadvantages in a classroom, and creating opportunities that meet each student where they are to provide them all tools to thrive in college and their future careers; = A curriculum that intentionally combines arts and STEM in a holistic approach where students are both makers and artists, which was identified as a key design element for students to develop as design thinkers, is not in place, and as far as XQ can determine is not in the process of being, implemented; and * While we have been told that the serious air quality issues affecting the health and safety of DTA’s students and staff have been addressed, we remain concerned that the facilities are inadequate to operationalize and implement practices and experiences that reflect design thinking education as proposed in the application and DTA has not presented a feasible plan to address these pressing issues. XQ is deeply disappointed that DTA has been unable to meet its commitments under the Contest Winner Agreement. XQ remains committed to acting in the best interests of the students and urges DTA to engage productively with XQ to protect the students and staff by crafting a plan to unwind the relationship between XQ and DTA. Sincerely, XQiInstitute