GRANT AGREEMENT AGREEMENT, made as of the 6th day of March, 2012, by and between the J. Epstein Virgin Islands Foundation, Inc., a/k/a Enhanced Education, a USVI non-profit corporation (the "Grantor"), and The United Fund, a trust organized under the laws of the State of New York (the "Grantee"). WITNESSETH: WHEREAS, the Grantor has conducted a pre-grant inquiry, including inquiries regarding the identity, prior history and experience of the Grantee's trustee, and has given due consideration to all information available to the Grantor concerning the management and policies of the Grantee, as described in the Grantee's application materials on IRS Form 1023; WHEREAS, the Grantee represents to the Grantor that the Grantee has been organized to qualify for and has applied for status as an exempt organization, qualified under Section 501(cX3) of the Internal Revenue Code of 1986, as amended (the "Code"), and the Grantee has provided the Grantor with copies of all filings made by the Grantee in connection therewith; WHEREAS, the Grantor desires to make a grant to the Grantee, for the purpose of furthering the Grantee's charitable purposes, and the Grantee desires to receive such grant from the Grantor; and WHEREAS, the Grantor and the Grantee desire to set forth the terms and conditions upon which the Grantor is making the grant to the Grantee, including inter alia the parties' obligations under the "expenditure responsibility" provisions contained in the Code and the regulations promulgated thereunder; NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, as agree as follows: I. Making of Grant. After the execution hereof, the Granter shall make one or more transfers to the Grantee which in the aggregate total Twenty-Five Thousand ($25,000) Dol