Jul. 9, 2020


July 8, 2020 James Dickey, State Chairman Alma Jackson, State Vice-Chairman Kyle Whatley, Executive Director Republican Party of Texas 211 E. 7th St. #915 Austin, TX 78701

Re: Notice of Termination of License Agreement #6780 Due to an Occurrence of Force Majeure Dear Mr. Dickey, Ms. Jackson, and Mr. Whatley, Due to the unprecedented scope and severity of the COVID-19 epidemic in Houston, compounded by mounting scientific evidence of the significant risks posed by assembling a large indoor event, Houston First Corporation must, effective immediately by this notice, terminate the License Agreement with the Republican Party of Texas for the 2020 Texas Republican Convention at the George R. Brown Convention Center. Section 12 of the Terms and Conditions portion of the License Agreement provides, in pertinent part, that either party may terminate the agreement or suspend its obligations due to Force Majeure to the extent that such occurrence is beyond the reasonable control of the party whose performance is affected. In the same section, the term “Force Majeure” is defined to include “epidemics in the City of Houston”, as well as emergency governmental declarations and other occurrences of like nature; the Second Amendment to the License Agreement clarified that the term includes “pandemics affecting Houston or preventing use and occupancy of the [George R. Brown Convention Center]; and orders materially and substantially restricting the size of gatherings at the facility”. Houston has experienced a significant increase in confirmed COVID-19 cases since Memorial Day Weekend, straining the availability of healthcare resources, and there is no indication that the current crisis will slow or reverse course in the coming weeks. We are also aware of powerful statements made by the Texas Medical Association, Greater Houston Partnership, and Houston First Corporation Chairman David Mincberg urging the Republican Party of Texas to consider the inherent risks of holding an in-person function expected to draw an estimated 6,000 participants, given current conditions in Harris County. Dr. David Persse, in a July 7, 2020 letter to City of Houston Mayor Sylvester Turner and Houston First Corporation President & CEO Brenda Bazan, a copy of which is attached for your reference, makes clear factually that Houston is facing a frightening and unparalleled escalation of COVID-19 cases and that a large July event at the George R. Houston First Corporation • 701 Avenida de las Americas, Ste. 200 • Houston, Texas 77010 www.HoustonFirst.com Brown Convention Center represents a “clear and present danger to the health and wellbeing of convention attendees, workers, local hotel and restaurant owners and Houstonians”. Equally alarming, emerging scientific evidence reported to the World Health Organization indicates that airborne transmission of the virus may be a significant factor in the pandemic (See https://www.nytimes.com/2020/07/04/health/239-experts-with-onebig-claim-the-coronavirus-is-airborne.html). The COVID-19 outbreak, its consequences, and efforts by governmental authorities and public health officials to control the spread of the disease based on the best scientific evidence available have negatively affected our ability to host the 2020 Texas Republican Convention at the George R. Brown Convention Center. The foregoing events constitute, individually and in the aggregate, a condition of force majeure under the terms of our agreement with the Republican Party of Texas, thereby allowing Houston First Corporation the right to terminate and excusing our performance under the terms of the agreement. Thank you for your understanding during this difficult period and due regard for the health, safety and welfare of your attendees and our community. Sincerely, David M. Mincberg Chair of the Board of Directors Brenda W. Bazan President & CEO

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