LAW OFFICES

DE MARIE & SCHOENBORN

JOSEPH DE MARIE DANIEL L. SCHOENBORN SEAN D. SCHOENBORN A PROFESSIONAL CORPORATION 403 MAIN STREET SUITE 615 BUFFALO, NEW YORK 14203 TELEPHONE:

(716) 856-0024
WWW.DSLAWFIRM.COM

FAX (716) 856-6537

May 10, 2013 Niagara Frontier Transportation Authority Board of Commissioners 181 Ellicott Street Buffalo, New York 14203 Attn: Howard Zemsky, Chairman RE: Greater Buffalo Sports & Entertainment Complex, LLC

Dear Chairman Zemsky: We are attorneys for Greater Buffalo Sports & Entertainment Complex, LLC (The "Company"). On behalf our client, please accept this as an offer of Five Hundred Thousand ($500,000) Dollars for the exclusive option to purchase approximately One Hundred Fifty (150) acres of land located at the Outer Harbor. This letter is intended as a general basis for an Option Agreement to be negotiated between the Company and the NFTA. The Company agrees to complete all due diligence necessary to obtain the approval of the National Football League (NFL), and appropriate authorities, to build a multi-faceted sports, entertainment, and convention complex. This project is further explained in detail in a letter to you and the other Commissioners dated April 30, 2013. Should the Company thereafter exercise the option, the parties agree to enter into negotiations and sign a mutually agreed upon contract at a mutually agreed upon purchase price, with the $500,000 to be used as a good faith deposit to be applied against said purchase price. Further, should this option be exercised and a contract entered into, the Company agrees to enter into a profit sharing agreement with the NFTA. Please contact us at your earliest opportunity to further discuss or advise your intentions. Very truly yours,

DANIEL L. SCHOENBORN cc: Henry Sloma, Vice Chairman Eunice Lewin, Treasurer Peter Demakos, Secretary Vincent Crehan, Commissioner Mark Croce, Commissioner Bonita Durand, Commissioner Charles Gurney, Commissioner Michael Hughes, Commissioner Adam Perry, Commissioner Philip Wilcox, Commissioner Kimberly Minkel, Executive Director Sam Hoyt, Empire State Development Corporation