MEMORANDUM Re: Analysis of Purchase & Sale Agreement for Great St. James Date: January 3, 2016 We understand from Sellers' counsel that they have presented their final draft of the Purchase and Sale Agreement (the "PSA") for the island known as Great St. James, as more particularly described therein (the "Property"). In order to assist you in your decision on whether to purchase the Property under the terms and conditions set forth in the PSA, we are providing you with this summary/analysis of key terms and conditions within the PSA. This summary/analysis may also guide our discussion of various remedies that are available to you as Purchaser under the PSA in the event of a breach of the PSA by Sellers. SUMMARY DISCUSSION OF CONTRACT PROVISIONS: 1. RECITALS a. Section A: Sellers (CK & GSJ Corp) own the property as described in Exhibit A — which includes: • Parcels A, B-1, B-2, C-1 and C-2 Great St. James Island, No. 6-A Red Hook Quarter, St. Thomas, Virgin Islands, As shown on P.W.D. Drawing No. D9-2825- T84, Consisting of 80.7 acres, 32.7 acres, 8.25 acres, 32.7 acres and 8.25 acres. The legal description is the same property that CK attempted to convey to Jason Taylor in 2004 and references the same map — so it presumably includes all outlying rocks and cays except for Current Rock, which is owned separately by CK. I have a copy of the title policy that was issued on the first proposed sale and have attached it to this memorandum for you review. We are combing through 3003 pages of court documents to determine if we have a copy of the survey as well as contacting local surveyors. CK has represented that he has an unrecorded deed for C-1 and C-2. It is a condition of closing that this deed be recorded prior to closing. The complete picture of everyone who has an interest in the Property should become clear after the title search is completed by the title company. As noted below, we have ten business days from the date of execution of th