Dominic Deveaux, Chief Restructuring Officer Michel Philibert, Prsident directeur-gnral par interim Socit de Vlo en Libre-Service / Public

Bike System Company 2113, 32e Avenue Lachine (Qubec) H8T 3J1 Re: Notice of Material Breach; Cycle of Development Dear Dominic and Michel: Thank you for speaking with me and representatives from Washington DC and Boston about the concerns raised in our letter dated September 23 regarding restarting the cycle of development. For the reasons we discussed, Nice Ride Minnesota is now providing to PBSC notice of a material breach pursuant to Section 20.4(g) of our May 10, 2010 Bike System Purchase Agreement (the Agreement). PBSC has breached the Agreement by preventing Nice Ride Minnesota from obtaining software upgrades and participating in the cycle of development. PBSC has breached the Agreement by abandoning the software platform on which our system was built and introducing software enhancements for all new customers that are not available to Nice Ride Minnesota. We demand that PBSC cure this breach within 30 days by restoring conditions under which Nice Ride Minnesota may obtain updates to our back-end software and participate in the cycle of development. Evidence of this material breach includes: While negotiating our agreement, PBSC committed that 8D Technologies was your technology partner. Throughout 2010 and 2011, PBSC, 8D, and Nice Ride employees worked together to identify priorities for system upgrades and collaborated on the cycle of development. In January of 2012, when PBSC terminated its joint venture agreement with 8D, that collaboration stopped. Since then, Nice Ride has not received upgrades to its back end software. PBSC took the ideas we brought to the table in 2011 and incorporated them into its competing back end system. For example, we suggested an improvement to the terminal user interface that would eliminate the problem of customers not getting bike unlocking codes. PBSC incorporated that suggestion into its competing back end system. But the Nice Ride system has not been upgraded. 8D has continued its development cycle and has created a new version of its back end software. 8D desires to provide this upgrade to Nice Ride Minnesota, but will not do so under circumstances where its former partner and new primary competitor can take its proprietary ideas.
OCTOBER 24, 2013

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At the recent Shared Use Mobility Summit in San Francisco, Nice Ride and PBSC employees sat side by side on a panel of industry experts. PBSC described its commitment to the cycle of development, including integration with other payment processing platforms and new product options. Under the current conditions PBSC has created, Nice Ride cannot participate in any of this. Your staff refer to Nice Ride, Washington DC, and Boston, as captive customers using a legacy backend. These words illustrate how PBSC has undermined the entire purpose of our software-as-as-services contract. PBSC cannot retain the benefits of an exclusive equipment supplier provision while undermining our ability to participate in the cycle of development.

This letter is not a notice of termination. Nice Ride Minnesota reserves all rights to terminate the Agreement and purchase bike sharing equipment and back end operating services from another vendor in the event that PBSC fails to cure its material breach within 30 days. Based on the open and collaborative discussions between you, 8D, and Alta Bike Share in San Francisco, I am confident that a solution to this situation can be found. We are concerned that lack of transparency and poor communication have negatively impacted PBSC decision-making. We have been working to facilitate direct and open communication between bike share system owners and vendors. We request the opportunity to speak directly with the PBSC Board of Directors and public officials to explain our experiences and concerns. Sincerely, Bill Dossett

Executive Director Nice Ride Minnesota

Cc: Roger Plamondon, Board Chair, Socit de Vlo en Libre-Service / Public Bike System Company Mark Bixby, Board Chair, Nice Ride Minnesota
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