MEMORANDUM OF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING (this “Memo”) is entered into as of

the _____ day of _______________, 2018, by and between the QUONSET DEVELOPMENT
CORPORATION (“QDC”), and the RHODE ISLAND AIRPORT CORPORATION (“RIAC”).

RECITALS

WHEREAS, QDC is a quasi-public entity of the State of Rhode Island (the “State”) and
is responsible for the management and development of the Quonset Business Park, located in
North Kingstown, Rhode Island (the “Park”);

WHEREAS, the Park is a major center for employment for the State with more than 200
companies employing over 11,800 employees;

WHEREAS, the Park includes an onsite airport for general aviation purposes known as
the Quonset State Airport (“OQU”);

WHEREAS, RIAC is also a quasi-public entity of the State and it has operational control
of OQU through a lease (the “RIAC Lease”) with the Rhode Island Department of
Transportation (“RIDOT”);

WHEREAS, RIDOT is the fee simple owner of the land on which OQU is situated;

WHEREAS, the State is the first state in the United States to have an offshore wind
project constructed and placed into service, known as the Block Island Wind Farm, which has
the capacity to produce 30 megawatts of clean renewable energy;

WHEREAS, the State has worked closely with the Commonwealth of Massachusetts and
the United States Federal Government to examine an offshore area identified as the area of
mutual interest, which area of mutual interest has the potential for the installation of hundreds of
wind turbines to create up to 8 gigawatts of renewable energy;

WHEREAS, the wind energy sector has the potential to create thousands of new jobs
associated with the development of these new wind farm facilities;

WHEREAS, port terminals available for use for these activities are limited, and, as a
result, the State seeks options to create new facilities to take advantage of this major economic
development opportunity;

WHEREAS, OQU has significant waterfront land situated along Narragansett Bay (the
“Waterfront Property”);

WHEREAS, QDC has developed a concept plan, attached hereto as Exhibit A, to convert
waterfront portion of the Waterfront Property into a new port terminal of significant size and

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potential to accommodate offshore wind energy construction staging with the potential to support
many new jobs (the “Project”);

WHEREAS, the Project requires the modification of OQU and the abandonment (the
“OQU Modifications”) of its runway 5/23, which requires the approval of the Federal Aviation
Administration (the “FAA”);

WHEREAS, the FAA has recently approved an airport closure in Santa Monica,
California, which establishes a precedent for a runway closure;

WHEREAS, QDC and the State’s Executive Office of Commerce (the “EOC”) desire to
further advance the Project and to prepare an application to the FAA for the OQU Modifications;

WHEREAS, QDC has prepared a scope of work package for consulting services for the
OQU Modifications, as attached hereto as Exhibit B;

WHEREAS, QDC requires the cooperation of RIAC in this effort and support in
obtaining FAA approval for the OQU Modifications;

WHEREAS, QDC and RIAC each desire to enter into this Memo to set forth certain
understanding and agreements relating to the Project, as further set forth herein.

NOW, THEREFORE, QDC and RIAC hereby agree as follows:

1. RIAC shall hold its leasehold interest to, and not otherwise encumber or divest
any interest in, the portion of OQU located North and East of runway 16/34, which property shall
be used for the Project, and not permit or otherwise pursue any permanent use other than the
existing aeronautical use of runway 5/23, until the FAA has ruled on OQU Modifications. RIAC
shall retain sole discretion for any non-permanent use of the Project Property (as defined in
Section 5 below), including entering into any agreement that permits use of the Project Property
by a third party, provided that such non-permanent use does not exceed a total time period of
thirteen (13) months. RIAC and QDC shall reasonably cooperate with each other to
accommodate proposed non-permanent, interim uses of the Project Property exceeding thirteen
(13) months but less than a permanent use, and RIAC and QDC shall reasonably cooperate with
each other to establish terms and conditions for any such agreed upon uses, such approval not to
be unreasonably withheld.

2. This Memo shall have a term of three (3) years, commencing on the date hereof.
This Memo is specific to the terms and conditions set forth herein for use on this Project.

3. RIAC shall cooperate and support QDC with the preparation of the Notice of
Alteration, so-called, including, but not limited to, the submission of a draft of the ALP
Amendment (as hereinafter defined), executing any documents, agreements and applications
prepared by QDC, and all other requirements and procedural matters required by the FAA,
required to be submitted as part of the application to the FAA for the approval of the OQU
Modifications. However, no RIAC employee shall be required to devote a material portion of his

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or her time to the Project. Notwithstanding the foregoing, RIAC’s cooperation and support as set
forth above shall be subject to the RIAC Conditions (as hereinafter defined). QDC shall be
responsible for determining any other federal, local or state approvals that may be required for
approval of this matter.

4. QDC shall procure, contract and perform the management of the consulting
services relating to the Project, as outlined on Exhibit A attached hereto. QDC shall be solely
responsible for the costs of the aforementioned consulting services.

5. Should the FAA approve the OQU Modifications, RIAC shall cooperate with
QDC, and any other applicable parties, to amend the OQU Airport Layout Plan (the “ALP”) to
deem the property for the Project (the “Project Property”) as surplus property and no longer
necessary for aviation and/or aeronautical use (the “ALP Amendment”). RIAC’s cooperation
and support as set forth above shall be subject to the following conditions (collectively, the
“RIAC Conditions”):

a. QDC shall provide a fiscal impact analysis evaluating the impact to RIAC
finances related to the transaction. The analysis shall consider prospective losses
of revenue; avoidance of future operating and maintenance costs; potential new
revenue sources; and any other cost to RIAC associated with the ALP
Amendment. The Project shall not create a financial burden for RIAC. In order
for QDC to complete this analysis, RIAC shall provide all OQU revenues,
operating costs, and capital costs for a time period sufficient to perform such
analysis. The results of this analysis shall be satisfactory to RIAC in its reasonable
discretion precedent to the approval of the ALP Amendment.
b. In conjunction with the ALP Amendment, QDC shall also evaluate the impact of
the proposed runway closure to general aviation activity in Rhode Island in the
context of the RI Airport System Plan. The analysis shall include input from
stakeholders inclusive of existing airport users and businesses. The results of this
analysis shall be satisfactory to RIAC in its sole discretion precedent to the
approval of the ALP Amendment.
c. QDC shall coordinate the Notice of Alteration with FAA to identify any prior
grant funds that may be required to be refunded. Any required refunding will be
included in the cost of release and transfer of the property outlined in Section 6
hereof.
d. The QDC planning effort shall include the identification of improvements
necessary for runway 16/34. The current improvements are estimated by RIAC to
be approximately Twenty Million Dollars ($20,000,000). QDC shall identify
sources of funds for these improvements prior to the deactivation of runway 5/23
(the “Runway 16/34 Improvement Funds”). Potential federal funds from the
FAA Airport Improvement Program and/or from the Department of Defense may
be considered. The Runway 16/34 Improvement Funds shall be committed to the
satisfaction of RIAC, at RIAC’s sole discretion, prior to the execution of the final
version of the ALP Amendment as required by the FAA for the closure of runway
5/23 (the “Final ALP Amendment”).

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 e. Each of the conditions outlined in this Section 5 will be subject to the approval of
the RIAC Board of Directors (the “RIAC Board”) prior to RIAC authorizing the
ALP Amendment.. The RIAC Board shall be responsible for determining that
these conditions have been satisfied in its sole discretion.

Notwithstanding anything contained herein to the contrary, RIAC shall not execute the
Final ALP Amendment, or any other document that serves as the method by which runway 5/23
is closed, until such time as QDC and RIAC mutually agree on such action. QDC and RIAC each
understand that if the Project is not awarded to QDC, or the appropriate party, then the Runway
16/34 Improvement Funds will not be available, as such funds are derived from the overall cost
of the Project. Therefore, as a condition of the execution of the Final ALP Amendment by RIAC,
QDC and RIAC shall mutually agree that the Project is at a stage acceptable to both QDC and
RIAC, which analysis may account for the availability of the Runway 6/34 Improvement Funds.

6. Upon the completion of the ALP Amendment, subject to the RIAC Conditions,
RIAC shall (i) cooperate with QDC, and any other applicable parties, to remove the Project
Property from the leased property under the RIAC Lease; and (ii) upon the completion of
subsection (i) above, cooperate and assist QDC is obtaining fee simple title of the Project
Property, so that RIDOT and the State convey such fee simple title to the Rhode Island
Commerce Corporation through its agent and attorney in fact, QDC, for inclusion into the Port of
Davisville as marine terminal 7. The purchase price for the conveyance of the Project Property in
accordance with the foregoing shall be the fair market value of the Project Property as agreed
upon by RIAC, RIDOT, the State, the FAA and QDC, which shall account for the elements of
the RIAC Conditions.

7. QDC and the EOC shall be responsible for all costs associated with the
development of the Project and application to the FAA. RIAC shall not be reimbursed for staff
time allocated to this effort.

8. All notices required or permitted hereunder shall be in writing and addressed at

the addresses provided below. Any notice shall be deemed duly given when mailed to such
address posted prepaid, registered or certified mail, return receipt requested, or sent via express
mail or when delivered to such address by hand.

If to QDC: Quonset Development Corporation

95 Cripe Street
North Kingstown, Rhode Island 02852
Attention: Steven J. King, Managing Director

With a copy to: Hinckley, Allen & Snyder LLP

100 Westminster Street, Suite 1500
Providence, Rhode Island 02903
Attention: John R. Pariseault, Esquire

If to RIAC: Rhode Island Airport Corporation

2000 Post Road

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 Warwick, Rhode Island 02886-8204
Attention: Iftikhar Ahmad, President and CEO

With a copy to: Rodio & Ursillo, Ltd.

86 Weybosset Street, Suite 400
Providence, Rhode Island 02903
Attention: Joseph J. Rodio, Jr., Esquire

9. This Memo contains the entire agreement between QDC and RIAC with respect
to the subject matter hereof and is subject to no other understandings, conditions or agreements
other than those expressly contained herein.

10. This Memo may be executed in one or more counterparts (including faxed or e-
mailed copies), each of which shall be deemed one and the same original.

[Remainder of Page Intentionally Left Blank]

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 The parties have executed this Memorandum of Understanding by their duly authorized
representatives as of the date first written above.

QUONSET DEVELOPMENT CORPORATION

By: ____________________________________
Name: Steve J. King
Title: Managing Director

RHODE ISLAND AIRPORT CORPORATION

By: ____________________________________
Name: __________________________________
Title: ___________________________________

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