Re: Response,

Now tha= you have received funding for 3.5m — NET FUNDING SEE BELOW,

Life Hotel, 19=West 31st Street, New York

CREDS Loan as Preferred Equity - Closing St=tement

CREDS Gross Loan Proceeds: =AO $3,500,000.00 =A0 =C2 less =C2 =AO =C2

a. CREDS Structuring Fee (2.0%) =AO $-70,000.00 =C2 =AO

b. Legal Fees - MMPS =A0 $-20,000.00 =C2 =AO

c. Tax Advice - KPMG/Marks Paneth =AO $-6,00=.00 =AO =C2

d. CREDS out of pocket expenses =AO $-5,000.00 =C2 =AO

e. Delaware LLC Creation & Admin Expens=s (2 years) =C2 $-6,000.00 =AO =C2 CREDS Net Loan Proceeds =C2 =A0$3,393,000.00 =A0 add Good Faith Deposit =C2 $15,000.00 =AO =C2 CREDS Net Net Loan Proceeds =AO $3,408,000.00 =AO =C2

Distribution of Net Net Loan Proceeds =AO =C2 =AO =C2 Premier Corporate Services =AO $420.00 =AO =C2 =AO Premier Corporate Services =AO $330.00 =AO =C2 =AO First American UCC Insurance Services =AO $2,882.30 =C2 =A0 4span> Katsky Korins =AO $98,000.00 =C2 =AO

Arnold & Porter $30,000.00 =C2 =A0 =/span>

Life Hotel One LLC (return of Good Faith De=osit) $15,000.00 =A0 =C2

Muchnick, Golieb & Golieb, P.C. =C2 $25,000.00 =A0 =C2

Life Hotel Pref LLC =A0 $3,236,367.7= =C2

Total $=,408,000.00 =C2

Excess Proceeds $3,236,367.70 =C2 =A0

We need=to organize how we can complete the hotel and restaurant open items=br>

I can c=me over to your office on Sunday to review the below I NEED TO CATCH UP TO=AY AND PREPARE FOR THE BANK REVIEW ON MONDAY SO EVERYONE ELSE CAN GET PAID

I have =c Randy and howie so we can all address this first point

DEAR STEVE:

MOST IMPORTANT TWO FACTS ARE:

1.WE NEED TO CLOSE OUT CONSTRUCTION AND GET=A TCO SO THAT BOTH OF US ARE OFF ANY CONSTUCTION GUARANTEE FOR COMPLETION<=span>

2. MAKE THE FUNDS AVAILABLE FOR THE RESTAUR=NT WORK AS THERE IS NO OTHER SOURCE OF FUNDING AND EVERY DOLLAR IS ACCOUNT=D FOR IN DETAIL

PLEASE SEE MY RESPONSE IN CAPS =/span>

You have had the restaurant detailed budget for months - many revisio=s - you have dealt with ALAN on revisions many times via email — s=ems like another of your stall tactics that I have seen you do with the co=tractors I think it best I respond to you through lawyers as it seems I =ill not be able to proceed for lack of funding - or completion of restaura=t spaces

seems best -we now need to part ways - do not count on me being=on site

Let's review how you think Best to tell restaurant employees = especially after Friday when you insured they would be fully funded - you=told them to ramp up get ready to open in under 3 weeks I find=you where totally Disingenuous

Let's hear your separation plan on Monday and we can tell the= on Tuesday as Monday is a huge PR event for the hotel and restaurant

Then lees review - now you have just paid the door past moni=s due - they need to review how we will announce - that I will not be open=ng a restaurant- maybe they will have a good approach - first thing = Tuesday we should set up a door cc before it gets out that I have laid everyone off

I'll drop off the 3 contractor checks you wanted me to distri=ute later today I'll ask them to be put in the safe Just a FYI You will need to organize many trades - your going to be needed on si=e and not just for your usual one

hour stay

Tara will be on site at 11am on Monday you need to sit with her. Many=items to review - Many trades to coordinate and as you'll see some trades reall= need handholding

I am trying to find in the loan docs from DB if it says the restauran= must be open - even if it does I'm sure it does not say - you mus= serve alcohol - you can hire anyone to make a simple menu - you need to r=view the wording for the hotel bar though - that could be a issue although you can get a beer and wine licensee only=- rather quickly

The above is so your not stranded on Monday as we where to go full sp=ed - Best now we stop communicating and deal through the lawyers

Sent from my iPad

DAVID MITCHELL

Mitchell Holdings LLC

801 Madison Avenu=

New York NY 10065=/a>

USA

Begin forwarded message:

Do i understand correctly that you are demanding an u=front payment of 700k with no accounting , but only a rough budget. = It appears you are unwilling to detail where the money =s to go? to whom and specifically for what.? as =AO we are willing to provide the checks in advance , your position =eems based on some misunderstanding. However, If you decide to walk=out on your written agreements and verbal commitment I can only =AO assume you are willing to accept the full liability for doi=g so.