ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT this "A e t" 2016, by and between Erika Kellerhals, having an address at USVI 00802 ("Kellerhals"), and Poplar, Inc., having an address at USVI 00802 (the "Assignee"). RECITALS: A. Kellerhals is the sole Member of Great Saint Jim, LLC, a United States Virgin Islands limited liability company (the "Company"), holding 100% of the Membership Interests therein (the "Membership Interest"). B. The Company is governed by that certain Operating Agreement dated October 26, 2016 (the "Operating Agreement"). C. For good and valuable consideration, Kellerhals desires to assign to the Assignee all of Kellerhals' right, title and interest in and to Kellerhals' entire Membership Interest, including, without limitation, Kellerhals' rights to, and interest in, the capital of the Company, and Kellerhals' rights for periods commencing on and after the date hereof to distributions from the Company, as well as any and all of Kellerhals' duties and obligations in respect of Kellerhals' Membership Interest in the Company pursuant to the Operating Agreement (the "Assigned Interest"). D. Kellerhals and the Assignee intend that the Assignee be admitted to the Company as a substitute Member in Kellerhals' place with respect to the Assigned Interest. E. The Assignee desires to accept such assignment, to assume all of Kellerhals' duties and obligations under the Operating Agreement with respect to the Assigned Interest, and to be admitted as a substitute Member of the Company with respect to the Assigned Interest. F. Kellerhals is the only Member of the Company, and no other consent from any other person or entity is required for the Assignee to be admitted as a substitute Member of the Company. NOW, THEREFORE, in consideration of the foregoing recitals, the parties hereto do hereby agree as follows: 1. For Ten Dollars ($10.00) and other good and valuable consideration Kellerhals hereby tr