ASSIGNMENT AND ASSUMPTION OF LEASE This Assignment of Lease is entered into as of the 1sT day of March, 2014, between FINANCIAL TRUST CO., INC., a corporation duly organized and existing and in good standing under the laws of the Territory of the U.S. Virgin Islands, whose address is 6100 Red Hook Quarter # 2 B3, St. Thomas, USVI 00802-1348 ("Assignor"), and SOUTHERN TRUST COMPANY, INC., a corporation duly organized and existing and in good standing under the laws of the Territory of the U.S. Virgin Islands whose address is 6100 Red Hook Quarter # 2 B3, St. Thomas, USVI 00802-1348 ("Assignee"), in consideration of the mutual covenants and agreements hereinafter set forth and on the following terms and conditions: Whereas, Assignor is the Tenant under that certain Lease Agreement dated September 24, 2009, as amended by First Amendment to Lease dated as of March I, 2014, copies of which are attached as Exhibit "A" (collectively, the "Lease") with respect to the Leased Premises as defined therein located at American Yacht Harbor, St. Thomas, U.S. Virgin Islands; and Whereas, Assignor and Assignee have agreed that Assignor will assign all of Assignor's right, title and interest in the Lease as Tenant to Assignee and that Assignee will assume Assignor's obligations under the Lease from and after the date hereof, on the terms and conditions herein set forth. Now therefore, for One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties agree as follows: 1. Assignor assigns to Assignee all of Assignor's right, title and interest in and to the Lease and Assignee accepts this assignment and assumes and agrees to be bound by and timely perform the obligations of Assignor, as Tenant, under said Lease, arising from and after March I, 2014, the Effective Date of this Assignment and Assumption of Lease. 2. Assignor hereby assigns to Assignee all of its rights in the