ASSIGNMENT AND ASSUMPTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated November 2012, by and between FINANCIAL TRUST COMPANY, INC., a U.S. Virgin Islands corporation having an office at 6100 Red Hook Quarter, B3, St. Thomas, USVI 00802 ("FTC"), and BLACK FAMILY PARTNERS, L.P., a Delaware limited partnership having an office at 9 West 57th Street, 43I'd Floor, New York, NY 10019 (the "Assignee"). RECITALS: A. FTC is a Member of AP Technology Partners LLC, a Delaware limited liability company (the "Company"). B. The Company is governed by that certain Limited Liability Company Agreement, dated as of February 10, 2000 (as the same may from time to time be amended, or amended and restated, and in effect, the "LLC Agreement"). C. Pursuant to a certain Purchase and Sale Agreement, dated as of November 2012, by and between FTC and the Assignee (the "Purchase Agreement"), FTC is assigning to the Assignee all of FTC's right, title and interest in and to FTC's entire 5.834262% interest as a Member of the Company, including, without limitation, FTC's rights to, and interest in, capital of the Company, and FTC's rights for periods commencing on and after the date hereof to distributions from the Company, as well as any and all of FTC's duties and obligations in respect of FTC's membership interest in the Company pursuant to the LLC Agreement (the "Assigned Interest") which Assigned Interest does not include FTC's right to any distributions or other amounts paid by the Company to FTC prior to the date hereof. Capitalized terms used and not otherwise defined herein have the meanings ascribed to such terms in the Purchase Agreement. D. FTC and the Assignee intend that the Assignee be admitted to the Company as a substitute Member in FTC's place with respect to the Assigned Interest. E. The Assignee desires to accept such assignment, to assume all of FTC's duties and obligations under the LLC Agreement with respect to the Ass