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February 4, 2014

Bersin Properties, LLC c/o SRC Development Group, LLC 285 Medley Centre Parkway Irondequoit, New York 14622 Attn: Scott R. Congel, Chairman and Chief Executive Officer RE: Payment in Lieu of Tax Agreement (the Agreement) dated as of April 7, 2009, by and between the County of Monroe Industrial Development Agency (the Agency) and Bersin Properties, LLC (the Company) Dear Mr. Congel: We were disappointed that you canceled our meeting scheduled for Thursday, January 30, 2014, to discuss the status of your financing and the PILOT payments owed to the Town of Irondequoit, the East Irondequoit Central School District, and Monroe County (together, the Affected Tax Jurisdictions). It is the position of the Affected Tax Jurisdictions that the Second Milestone, as defined in the Agreement, totaling $165,000,000 in investments has not been met. Therefore, as agreed to in Agreement, the Supplemental Payment, as defined and calculated by sections 8.4 and 8.5, was due by February 1, 2014. Bersin Properties is currently past due with the following payments, as calculated by the Agency: Supplemental Payment: Annual Base Amount: Total: $3,477,923.00 $392,381.22 $3,870,304.22

In addition, pursuant to section 8.1.4 of the Agreement, a Construction Impact PILOT Payment in the amount of $500,000 was also due to the Town of Irondequoit on April 7, 2009. It is important to note that the East Irondequoit School District and Town of Irondequoit maintain that you also failed to meet the First Milestone and additional Supplemental Payments, including accrued interest, are due for this failure. The Affected Tax Jurisdictions maintain the right to pursue all rights and remedies pursuant to law and the various agreements. The Medley Centre property is an asset with significant economic development opportunities. It is our hope that we can work together towards a mutual goal of developing the property, investing in our community, and creating jobs.

In order to continue working together, it will be necessary that you honor your commitments to the taxpayers of Irondequoit. The Affected Tax Jurisdictions have agreed to give you until May 1, 2014 to pay the amount of $3,870,304.22 which we all agree is past due. If this PILOT payment is not received by May 1, 2014, the Town of Irondequoit and the East Irondequoit School District expect to exercise their rights under section 5.2 of the Agreement to request the Agency terminate the Agreement. The Companys letter dated January 31, 2014, offers to pay $3,478,000 conditioned upon the earlier of: (1) the date of closing on financing; or (2) six (6) months from the date when an amended and restated PILOT is consented upon and zoning approvals have been granted by the Town. Based on the Companys non-performance of similar conditional payments in the past (i.e. failure to pay the Agencys $2,040,000 closing fee and failure to pay the Town $500,000, both of which were due in April 2009), however, this type of conditional payment structure is not acceptable to the Affected Tax Jurisdictions. The Affected Tax Jurisdictions cannot entertain new terms until Bersin Properties, LLC, honors its existing commitments to the taxpayers of Irondequoit. By not paying the 2014 Base Amount and Supplemental Payment on or before February 1, 2014, the Company has failed to make the payments described in Article I and Section 8.5 of the Agreement as and when the same became due and payable, beyond any applicable grace or cure period, which constitutes an Event of Default under the Agreement. The Company must cure its Event of Default by paying the 2014 Base Amount and Supplemental Payment (totaling $3,870,304.22). If the Company does not pay the $3,870,304.22 before May 1, 2014, the Town of Irondequoit and the East Irondequoit School District will exercise their rights under section 5.2 of the Agreement to request the Agency to terminate the Agreement. As always, if you have any questions, please do not hesitate to contact us. Sincerely,

Adam J. Bello Irondequoit Town Supervisor

Susan Allen Superintendent of Schools East Irondequoit Central School District

Judy Seil Executive Director, COMIDA


Gilberti Stinziano Heintz & Smith, P.C. 555 East Genesee Street Syracuse, New York 13202 Attn: Joshua H. Heintz, Esq. Maggie Brooks, Monroe County Executive Dan DeLaus, Monroe County Deputy County Executive 39 W. Main Street Rochester, New York 14614 Theresa Mazzullo, Chair, COMIDA Michael Townsend, Esq., COMIDA 8100 City Place 50 West Main Street Rochester, New York 14614

Michael Townsend, Esq. Harris Beach, PLLC 99 Garnsey Road Pittsford, New York 14634 Dennis T. Barrett, Esq. Joseph G. Shields, Esq. Ferrara, Fiorenza, Larrison, Barrett & Reitz, P.C. 5010 Campuswood Drive East Syracuse, New York 13057