USVI Public Records

Document text

REINSTATEMENT AND AMENDMENT TO LEASE REINSTATEMENT & AMENDMENT TO LEASE (Water Island Ground Lease) This Amendment to Lease (this"Amendment") is made this day of 2026 (the "Effective Date"), by the GOVERNMENT OF THE VIRGIN ISLANDS acting by and through its Department of Property and Procurement ("Lessor"), and WATER ISLAND DEVELOPMENT COMPANY, LLC, a U.S. Virgin Islands limited liability company ("Lessee") (together Lessor and Lessee are, collectively, the "Parties" and each individually, a "Party"). Capitalized terms used herein and not otherwisedefinedhave the meaningsset forth in the Original Lease (as defined below). WITNESSETH: WHEREAS, the Parties entered into that certain Lease Agreement dated November 19, 2014(the"Original Lease") for certain realproperty located at Water Island, U.S. Virgin Islands, therein definedas the "Premises."ThePremisesis partofa totalof approximately 197.82 acres on Water Island (the "GVITract") thatweredeeded bythe United States ofAmerica, acting through the Department of the Interior, to the Lessor. The Lease contemplates the development of the Premises as the Water Island Hotel and Marina. In addition, itcontemplates thesale by Lessorto Lessee of approximately 55 acres of land from the GVI Tract for residential development associated with the development of the Water Island Hotel and Marina (the "Additional Resort Land"): and WHEREAS, the Parties have discussed how best to integratethe Water Island Hotel and Marina and the Additional Resort Land with the use of the remainder of the GVI Tractin lightof the following mutually shared goalsfor Water Island development of the Water Island Hotel and Marina as a "high-end" (e.g., Hilton's Waldorf Astoria brand, IHG (Kimpton), Park Hyatt, Marriott(St.Regis),or comparable equivalent) destinationresorthoteland marinawith residential for-sale opportunities andcommunity development facilities as partof the Water Island Hotel and Marina as further described in the Lease; and WHEREAS, Lesseehasproduced a comprehensive conceptual plan for the development ofa portion ofthe GVITract,a copyof whichhas beenprovidedto Lessoras of the Effective Date and is attached hereto as Exhibit A (the "Comprehensive Plan"): WHEREAS, in furtherance of the Comprehensive Plan, the successful implementation of whichthe Governmentofthe Virgin Islandsdeems to be in furtherance ofthe public welfareand economicdevelopment of the Virgin Islands as a premier tourism destination in the Caribbean, the Parties have agreed to make certain amendments to the Lease as hereinafter described; and WHEREAS, the Partiesdesire to amend the Original Lease to (i) restate and clarifythe mechanics of the Acquisition Option (as defined in Section 2.2 herein) and the Acquisition Sub-Option (as defined in Section 2.2.1 herein) for disposition of Residential Units (as defined in Section 2.1 herein), including notice, deed, escrow and closing procedures; (ii) align the Lease withTitle31, Section 205of the Virgin Islands Codeby providing that, upon theenactment of an ^IaM act of the Legislature of the Territory (the "Legislature") approving this Amendment (the "Approving Act"), and delegating authority to the Commissioner ofthe Department ofProperty and Procurement (the "Commissioner"), the Commissioner isauthorized and directed, without any further legislative act, to execute and record deeds for such Residential Unit conveyances upon satisfaction ofstated conditions and with the Govemor's written approval; (iii) authorize, upon enactment ofthe Approving Act and subject to applicable permits and approvals, the addition to the Premises of up to two ancillary St. Thomas Parcels (as defined in Section 1.4.1 herein) for barging/staging and heliport/helipad uses oneconomic terms substantially consistent with Section 1.4; and (iv) make related conforming changes, including to Sections 2.2.1, 2.3, 2.4 and 9.2; (v) extend certain period and time frames toalign with the current project schedule and commencing as ofthe Effective Date ofthis Amendment; (vi) add certain additional lands tothe Premises; (vii) memorialize Lessor and Lessee coordination, information sharing, and cooperation with regard to certain project prerogatives ofLessee required for the feasibility offor Water Island development ofthe Water Island Hotel and Marina including securing access and use ofcertain ancillary lands, the submerged lands, and obtaining certain economic development and tax incentive programs WHEREAS,the Parties therefore agreeto amendthe Lease as follows. NOW THEREFORE, inconsideration offoregoing, which are not merely precatory but are a substantive part of this Amendment, and the mutual covenants and agreements herein set forth, the Parties, intending to belegally bound, it ishereby agreed: MODIFIED LEASED LAND. The Description of the Premises in the Original Lease (with giving effect tothis Amendment, hereinafter, the "Lease"), asofthe Effective Date, isamended to comprise all oftherealproperty described on Exhibit B. attached hereto andmade a parthereof, including the following: 1•1 The Additional Resort Land. The "Additional Resort Land" shall consist of the land so described onExhibit B.. The Additional Resort Land ishereby added toand made a part ofthe Premises. 1.1.1 Base Rent. Section 3.01 of the Original Lease, the firstsentence, is hereby deleted and replaced to read as follows: "Upon expiration of the Construction Rent Period (as defined in Section 3.02 of the Original Lease): (a) Lessee shall pay to Lessoran annual base rent of ONEHUNDRED ANDTWENTY THOUSAND DOLLARS AND NO CENTS ($120,000.00) payable in equal monthly installments ofTEN THOUSAND DOLLARS AND NO CENTS ($10,000.00) (the "Base Rent"). As ofthetwentieth (20th) anmversaiy ofthe Effective Date, the Base Rent shall increase to bean amount equal to TWO HUNDRED AND FORTY THOUSAND DOLLARS AND NO CENTS ($240,000.00) payable in equal monthly installments of TWENTY THOUSAND DOLLARS AND NO CENTS. Effective as ofthe Twenty Fifth (25th) anniversary of the Effective Date, and every five (5) consecutive years thereafter during the Term, the Base Rent payable under this Lease shall be adjusted to increase by an amount proportionate to five percent (5%). For example: on the Twenty 2 51^ Fifth Anniversary the Base Rent shall increase to Two Hundred Sixty Two Thousand Five Hundred Dollars and No Cents ($262,500.00) payable in monthly installments of Twenty One Thousand Eight Hundred Seventy Five Dollars and No Cents ($21,875.00); on the Thirtieth Anniversary the Base Rent shall increase to Two Hundred Seventy Five Thousand Six Hundred Twenty Five Dollars and No Cents ($275,625.00) payable in monthly installments ofTwenty Two Thousand Nine Hundred Sixty Eight Dollars and Seventy Five Cents ($22,968.75); and so on until the expiration ofthe Term." 1.2 The Landina Parcel. TractE Water Island, No. 10,including the parcel of landthat has the Water Island post office located on it, all as more particularly described on Exhibit B (collectively, the ''Landing Parcel'T, Lessor will work with Lessee to add to and make a non exclusive part ofthe Premises. The Landing Parcel may be used for the purpose ofsupporting the current level ofpublic ferry operations, public access, and including provision ofpublic parking facilities and restrooms. Lessee agrees to build apaved public parking area on the Landing Parcel and to construct and provide public restrooms, to be reasonably determined and identified by the Parties in the Plan. 1.3 Lessor will use reasonable good faith efforts toassist Lessee initsefforts to lease orotherwise obtain a lease and right ofuse &om the Territory's Department ofPlanmng and Natural Resources ("DPNR") ofcertain submerged lands asdescribed inSection 5and Exhibit A, which wiU be separate and apart from this Lease and the Premises (the ''Submerged Lands'). Notwithstanding Lessee's prior election to waive the contingency set forth in Section 2.01(b) of the Lease for the approval by the Department of the Interior ofthe purchase ofthe Additional Resort Land, such contingency ishereby reinstated and shall beapplicable tothe entire Premises, and, asofthe date hereof, such contingency shall also include DPNR approval ofthe Submerged Lands being granted for use bythe Lessee inconjunction with the Premises, inform and substance to Lessee's reasonable satisfaction. 1.4 The St. Thomas Heliport Parcel. 1.4.1 Lessor will use reasonable good faith efforts to assist Lessee in its efforts toidentify and secure one ormore parcels inSt. Thomas inorder tofacilitate: (a) the more immediate need ofbarge landing, storage, and staging site and tosupportconstructionand ongoing operations related to development and operation of the Water Island Hotel and Marina in compliance with all Legal Requirements; and (b) the subsequent need ofaconvenienttravel point between the Premises, St, Thomas, St. John, and St. Croix for resort guests and residents to and from theWater Island Hotel and Marina incompliance with allLegal Requirements, asany such parcel(s) is/are available (each, a ''St. Thomas Parcel''). Ifany such parcel is owned by and under the control of Lessor, and available for use as Lessor determines, thenwhen and if so identified and agreed upon by the Parties, the St. Thomas Parcel shall beadded to and made a part ofthe Premises. The value of the St. Thomas Parcel shall be established by existing Department of Property and Procurement appraisal procedures, and the rent shall be determined based on the Term (i.e., 99-year lease) with a capitalization rate of five percent (5%). Such rent for the St. Thomas Parcel shall bepayable in addition to Base Rent. TheSt. Thomas Parcel shall beused as a barge landing, storage, and staging site and to support construction and ongoing operations related todevelopment and operation ofthe Water Island Hotel and Marina incompliance with all Legal Requirements. 1.4.2 Subject toreceiptofthecustomary regulatory approvals andpermits in compliance with all Legal Requirements, Lessee shall have the right to mice such reasonable Improvements tothe St. Thomas Parcel asthe Lessee deems necessary tosupport thedevelopment and operation ofthe Water Island Hotel and Marina. 1.4.3 Legislative Pre-Authorization for Ancillary St. Thomas Parcels. Upon enactment ofthe Approving Act, and subject to Title31,Section 205, the Commissioner is authorized and directed, without further actof the Legislature, to execute oneor more siteleases toadd tothe Premises upto two (2) St. Thomas Parcels for barging, storage and staging uses and for a heliport/helipad to support the Water Island Hotel and Marina, each for a term to be coterminous with the Term (and this Lease), on economic terms substantially consistent with Section 1.4.1 (including rent based on Department of Property and Procurement appraisal procedures and a five percent (5%) capitalization rate), provided that: (i)each Parcel isidentified by metes and bounds; (ii) each such lease is approved as to legal sufficiency and form by the Attorney General ofthe Territory and bears the Governor's written approval asrequired by Title 31, Section 205(b); and (iii) allrequired permits and approvals, including Department ofPlanning and Natural Resources/Coastal Zone Management approvals and any earth-change permits, are obtained. No further act of the Legislature shall be required for such site leases executed in compliance withthisSection 1.4andtheApproving Act. 1.5 Excluded Land. Notwithstanding anything to the contrary herein this Section 1,asoftheEffective Date thefollowing real property shall beexcluded from the Premises 1.5.1 Catchment Area. The area of real property depicted in Exhibit B-1 attached hereto and identified therein as the "Catchment Area" consisting ofapproximately 3acres shall be removed from the Premises and revert back tothe Lessor unencumbered by the Lease. 1.5.2 Tract C. The area ofreal property depicted in Exhibit B-1 attached hereto and identified therein as "Tract C," consisting of approximately 11.9 acres, commonly known as Honeymoon Beach shall be removed from the Premises and revert back to the Lessor unencumbered by the Lease. 2. RESIDENTIAL SALES 2:1 Thepermitted usesof the Premises, including the Additional Resort Land shall include the subdivision and development ofcertain portions of the Premises, as expressly identified in Exhibit A. for residential or short-term rental vacation housing (including condominiums, townhouses, and single-family lots) (collectively, "Residential Units"! and fee simple sales thereof ^'Residential Sales") incompliance with allLegal Requirements, inaddition to the other permitted uses under theLease. Forthe avoidance of doubt, asreferenced in Section 1.3 hereinabove, the contingency set forth in Section 2.01(b) ofthe Lease for the approval by the Department of the Interiorof the purchase of the Additional ResortLand has beenreinstated and shall be applicableto the entirePremises, as aforesaid. 2.2 To facilitate the Residential Units (and resulting Residential Sales), the Les^e is hereby granted an option (the "Acquisition Option") to acquire such certain portions of the Premises in fee simple under the terms hereinafter set forth. 6^ 2.2.1 The Acquisition Option may be exercised incrementally for certain portions ofthe Premises subject to the Acquisition Option (each, an "Acquisition Sub-Option") by written notice from Lessee toLessor atleast fifteen (15) days (but not more than ninety (90) days) prior to entering into a purchase agreement with a Residential Purchaser for the underlying fee interest and a completed, improved and vertically constructed residence (each, a "Residential Purchaser"), together with a plan depicting and a narrative describing by metes and bounds the portion of the Premises to be acquired, the intended use in compliance with all Legal Requirements, and the purchase price for such option (each, an "Option Notice"). Each Acquisition Sub-Option may be exercised only with respect to a Residential Purchaser. In connection with each Acquisition Sub-Option, Lessee shall partially assign totheResidential Purchaser, atno cost to Lessor, Lessee's rights under the Acquisition Option to the extent necessary to permit the Residential Purchaser to receive fee simple title directly from Lessor at closing. No later than ninety (90) days prior tothe scheduled closing date for each Residential Sale, Lessor shall deliver into escrow a deed executed by the Commissioner (or designee), with the Governor's wntten approval endorsed thereon as required by Title 31, Section 205(b), to be held and released at closing upon satisfaction of Sections 2.3.1 and 2.3.3. All such conveyances shall be subject to recorded deed restrictions developed by Lessee and approved by Lessor, which restrictions must beconsistent with the provisions oftheLease, theapplicable Resort Approvals, and the applicable Legal Requirements. 2.3 The Parties acknowledge that (a) the Governor of the Virgin Islands must approve, on behalf of the Government of the Virgin Islands, all conveyances, leases or other instruments relating to the disposition of government real estate, and (b) leases or subleases for terms exceeding one (1) year and other dispositions specified inTitle 31, Section 205(c) must be approved by Act ofthe Legislature. Upon enactment ofthe Approving Act, the Commissioner is authorized and directed, without any further act of the Legislature, to execute, acknowledge, deliver and record deeds conveying feesimple title tothose portions ofthePremises identified in the applicable Option Notice(s) tothe applicable Residential Purchaser(s), upon satisfaction ofthe conditions precedent set fordi in this Article 2 and in the Approving Act, with the Governor's written approval evidenced upon each such deed as required by Title 31, Section 205(b). The Commissioner's deed, when recorded, shall constitute conclusive evidence in favor of bona fide purchasers andencumbrancers for value thattheconditions precedent setforth inthis Section 2.3 and in the Approving Act have been satisfied. 2.3.1 Conditions Precedent. The Commissioner's authority to convey is conditioned on:(i)Lessee's delivery ofanOption Notice compliant with Section 2.2.1 identifying by legal description the land underlying the Residential Unit; (ii) delivery of an ALTA title insurance commitment showing title vested in Lessorand insurable to the Residential Purchaser subject onlyto Permitted Encumbrances; (iii)Lessee's certification thatno Event of Default then exists; and (iv) satisfaction of any appraisal, public-notice, coastal zone, historic-preservation, earth-change and other applicable Legal Requirements. 2.3.2 Form of Deed: Approvals as to Form. Each deed shall be in the form ofspecialwarranty deed, and shall be approved by the Commissioner and its outsidecounsel, as well as approved as to legal sufficiency and form by the Attorney General of the Territory, and shall bear the Govemor's written approval as required by Title 31, Section 205(b). Once the conditions in Section 2.3.1 are satisfied, such approvals are deemed ministerial. 2.3.3 Escrow Mechanics. No later than ninety (90) days prior to the scheduled closing for aResidential Sale, Lessor shall deliver into escrowanexecuted deed meeting the requirements of Section 2.3.2. Escrow is authorized to release such deed upon receipt ofthe; (a) the purchase proceeds for such Residential Sale and remitting the applicable Residential Sale Participation (as defined inSection 2.5 below) to Lessor; and (b) evidence reasonably required by Lessor establishing satisfaction of the conditions in Section 2.3.1 for such Residential Sale. If Lessor reasonably objects prior to release, the Parties shall resolve theobjection within ten (10) Business Days; failing resolution, either Party may seek specific performance. 2.3.4 Savings: Consistency with Law. Nothing herein authorizes a disposition prohibited by Title 31, Section 205(f)-(i). All conveyances shall comply with all applicable Legal Requirements, including coastal zone and earth-change approvals where required. 2.4 Lessor agrees to use reasonable efforts in compliance with all Legal Requirements to provide Lessee such further assistance as it may reasonably require to communicate thevalidity of theAcquisition Option andofconveyances of a Residential Unitto a Residential Purchaser, as may be reasonably requested by any duly licensed and reputable title insurance company insuring Lessee's rights pursuant to the Acquisition Option or Residential Purchasers' feesimple interests in theResidential Unit, subject asaforesaid. Lessor shall execute such mimsterial certificates as a nationally recognized title insurer may reasonably require to confirm the Approving Act's self-executing delegation and the satisfaction (or deemed satisfaction) ofthe conditions precedent inSection 2.3.1, it being the Parties' intent that no further legislative actis required oncethe Approving Act is inforce. 2.5 UpontheclosingofeachResidential Unittoa Residential Purchaser, Lessee shall pay Lessor the sum equal to Six percent (6%) of the gross purchase price paid by such Residential Purchaser fortheResidential Unit (each, a "Residential Sales Particit3ation"1: 3. TIME EXTENSIONS. 3.1 Section 2.01 of the Original Lease is hereby amended to the following: "Term. The initial term ofthis Lease shall befor a period ofninety-nine (99) years (the "Tenn") commencing on May 1,2026 and shall beextended by upto two (2) years (i.e., foranaggregate of 101 years) following satisfaction of the following conditions precedent:" 3.2 Section3.02 of the Original Lease is hereby amended by deleting the last sentence beginning with"Asusedherein"andreplacing it with"Asusedherein,the"Construction Rent Period" commences on the Effective Date and expires upon the earlier of: (a) Substantial Completion of the Improvements; or (b) expiration of the Construction Period (as defined in Section4.04 ofthe OriginalLease) ("Completion Date"I." 3.3 Section 4.01 of theOriginal Lease is hereby amended to deleteandreplace "$140,000,000.00" with "$300,000,000.00." 3.4 Section 4.02 of the Original Leaseis herebyamended to extendthe dateby which Lessee isrequired toobtain binding commitments for financing fi*om available public and private sources, by deleting and replacing the "Effective Date" withthe "Effective Date" as stated in this Amendment (i.e., so such 24-month period shall run from the "Effective Date" ofthis Amendment). 3.5 Section 9.06 of the Original Lease is deleted and replaced with the following: "Section 9,06. Subleasing. Lessee: (i) shall not sublet the Premises in whole or in part without Lessor's prior written consent, which consent may not be unreasonably withheld or delayed (except to aLeasehold Mortgagee, for which any such sublease shall require at least 30 days' prior notice to Lessor); and (ii) may sublease to Lessee's Leasehold Mortgagee or to a reputable and creditworthy concessionaires to sublease a portion ofthe Premises for retail or service operations in the normal course ofbusiness ofaresort hotel (for which any such sublease shall require atleast 10 days' prior notice to Lessor and no consent shall be required from Lessor), provided that any such subletting in foregoing (i) and (ii) shall be further subject to the following: (a) Both atthe time ofLessee's request to Lessor for Lessor's consent (or if Lessor consent is not required, atthe time ofthe prior notice as aforesaid) and the time when the sublease istocommence (after Lessor's consent has been given oritstimely notice received) there isno Event ofDefault (as defined below) continuing and there isno material breach which, ifnot cured by the expiration ofany applicable grace orcure period, would become an Event ofDefault; (b) Any such sublease shall be subject toallofthe terms and conditions ofthe Lease, and Lessee shall be primarily responsible for any violation of the Lease caused by any subtenants; (c) Eachsublease shall besubjectand subordinatetotheprovisions ofthe Lease (and all future amendments tothe Lease). No sublease shall affect orreduce any ofthe obligations ofLessee hereunder, and allsuch obligations shall continue infull force and effect asobligations ofaprincipal and not asobligations ofaguarantor, as ifno sublease had been made. No sublease shall impose any additional obligations on Lessor under the Lease; (d) Lessee shall, within ten (10) days after the execution and delivery ofany sublease, deliver afull and complete duplicate copy thereoftoLessor. Failure ofLessee toprovide an executed copy shall not constitute anEvent ofDefault initselfand shall be subject toall notice and cure periods provided in the Lease, and, upon Lessor's request a copy shall be promptly provided by Lessee; (e) As security for performance of its obligations under the Lease, Lessee hereby collaterally assigns to Lessor all right, title and interest of Lessee in and to all subleases noworhereafter ineffect entered intoforanypartorallofthePremises andanyandallextensions, modificationsand renewalsthereof and all rents, issues and profits therefrom. Providedno Event ofDefaulthas occurred, Lessee shall be entitled to allrents,issuesand profitsfrom suchsublease, subject to subparagraph 9.06(g) below. (f) Lessor shall haveno obligation to recognize any or to agree to notdisturb any subtenant of Lessee upon any Event ofDefault ofLessee under theLease, unless Lessor shall agree to do so in writing by separate instrument, but Lessor shall have no obligation to do so. Lessor's consent toany sublease shall not be construed asorimply any agreementonLessor's part to recognize any subtenant. In the event of Lessee's surrender of the Lease or the termination of the Lease for any reason orby any circumstance, Lessor may, atitsoption, either terminate any or all subtenancies orsucceed tothe interest ofLessee as sublandlord thereunder (except tothe extent that Lessor has entered into a non-disturbance agreement with a subtenant). During the time that any Event of Default has occurred hereunder, whether or not Lessor has had a receiver of rents appointed for the Premises, Lessor (or a receiver on behalf of Lessor) may collect from each subtenant all rent payable by such subtenant pursuant toits Sublease and apply ittoward Lessee's obligations under the Lease. ANY SUBTENANT OF THE PREMISES IS HEREBY PROVIDED WITH NOTICE THAT SUBTENANT SHALL BE REQUIRED TO PAY ALL SUBLEASE RENT DIRECTLY TO LESSOR (OR TO A RECEIVER ON BEHALF OF LESSOR) UPON RECEIPT OF NOTICE FROM LESSOR OR FROM SUCH RECEIVER ON BEHALF OF LESSOR THAT AN EVENT OF DEFAULT SHALL HAVE OCCURRED UNDER THIS LEASE. (g) If the subtenant is engaged in the business of constructing or operating of all or substantially all of the Water Island Hotel and Marina (but expressly excepting any management agreements, franchise agreements, "manchise" agreements, conununity owner associations, home owner associations, and thelike), Lessee shall pay overtoLessor, asAdditional Rent, asum equal to15% ofthegross amounts payable toLessee (ortoany affiliate ofLessee);and (h) If the subtenant is wholly owned byLessee oris engaged inthebusiness of owning oroperating a commercial venture (other than the Water Island Hotel and Marina) onor originating from the Premises in support of theoperation of the Water Island Hotel and Marina, including (but not limited to) one ormore ofthe restaurants, marina, beach bar, retail use, general office use, watersports activities, tourist excursions orthe like, then Lessee shall not berequired to pay overto Lessor anypartofthesubleasing gross income from any suchventure. (i) All Additional Rent payable under this paragraph 9.06 shall bepaid over to Lessor on the next daythata payment of BaseRent is due aftersuchAdditional Rent is due from the subtenant. A sublease of any portion of the Premises without Lessor's consent shall be considered a "Transfer" hereunder." 4. FINANCING AND MISCELLANEOUS AMENDMENTS 4.1 The last sentence of Section 4.08 of the Original Lease ("Excavation and Sorting") is deleted and replaced with the following: "Lessee shall not by reason of any such excavation or work, have any claim against Lessor for damages or indemnity or for suspension, diminution, abatement orreduction of rent under thisLease, except asin Section 3.02 above." 4.2 [Intentionally Omitted]. 4.3 [Intentionally Omitted]. 4.4 Section 9.04 of the Original Lease is amended to adda new subsection (c) that reads as follows: "After the occurrence and during the continuation of any Event of Default by Lessee, for the reliance ofLessor orany prospective mortgagee orpurchaser ofall orany part ofthe Lessor's interest inthe Premises, within twenty (20) days after Lessor's request, Lessee shall deliver to Lessor: (i) complete financial statements of the Lessee including a balance sheet, profit and loss statement, statement of changes infinancial condition and all other related schedules for the fiscal period then ended (including interim periods following the end ofthe last fiscal year for which annual statements areavailable); (ii)income statements for the business at the Premises reflecting operations atthe Premises and (iii) such other information relating tothe operation ofthePremises asmay bereasonably requested by Lessor, including, without limitation, fi^chise agreements, management agreements, market reports and STAR reports. All such financial statements shall be prepared inaccordance with generally accepted accounting principles inthe United States of America, consistently applied ("GAAP"), and shall be certified tobe accurate and complete by an officer ordirector ofLessee. Lessee understands that Lessor will rely upon such financial statements and Lessee represents that such reliance is reasonable. In the event that Lessee's financial statements ordinarily are consolidated with other business for financial statements purposes, suchfinancial statements shall be prepared on a consolidated basis. The financial statements delivered to Lessorneed not be audited, but Lessee shalldeliverto Lessor copies ofany audited fmancial statements oftheLessee which may beprepared, promptly after they are available. If an audited fmancial statement has notbeen prepared. Lessee shall provide Lessor with animaudited fmancial statement and/or suchother information, the type and form of which are acceptable to Lessor in Lessor's reasonable discretion, that fairly reflects the financial condition of Lessee andits operations at the Premises. 4.5 Section 9.05 of the Original Lease is amended to add the following at the end ofthe paragraph: "As used herein, the term "transfer" as used above shall include any assignment, transfer, or conveyance, pledge, mortgage or grant of security interest: (a) by Lessee, whether volimtary or involuntary, whether by operation of law (for example, by merger) or otherwise, of any partor all oftheLease, or of anypartor all ofthe leasehold estate created bythe Lease, or anyinterest herein, or (b)of any direct or indirect ownership, control, voting, management or other beneficial interest in Lessee, whether voluntary or involuntary, whether by operation of law (for example, by mergeror consolidation) or otherwise (hereinafter, a "Transfer""). Furthermore, the term "Transfer" shall also include: (aa) ifLessee is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a majority of the partners, or a transferof a majority of partnership interests, within a twelve (12) month period, or the dissolution of the partnership; (bb) if Lessee is a closely held corporation (i.e. whose stock is not publicly held and not traded through an exchange or over the counter) or a limited liability company, the dissolution, merger, consolidation, division, liquidation or other reorganization of Lessee,or withina twelve(12) monthperiod (i) the saleor other transferof more than an aggregateof50% ofthe voting securitiesor membershipinterestofLessee (other than to immediate family members byreason ofgiftordeath) or(ii)thesale, mortgage, hypothecation or pledgeof more than an aggregate of 50% of Lessee's netassets;and(cc)anychange byLessee inthe formof itslegalorganization under applicable Legal Requirements (such as, for example, a change from a general partnership to a limited partnership or from a corporation to a limited liability company). Subjectto Section 9.06 and Article 10 below, no Transfer shall occur without the prior written consent of Lessor, which shall not be unreasonably withheld. Indetermining whether to grant itsconsent to any Transfer, Lessor may consider such matters astheexperience andfmancial strength ofany assignee, the assumption by any assignee of all of Lessee's obligations hereunder by undertakings enforceable by Lessor, and the transfer to or procurement by the proposed assignee of all necessary licenses and franchises in order to continue operating the Premises for the purposes herein provided. Lessee shall provide Lessor with at least thirty (30) days prior vmtten notice ofsuch proposed Transfer accompanied by information about the proposed assignee (including financial information oftheproposed assignee), andprovided further that atthetime ofsuch Transfer no Event of Default has occurred andbecontinuing. At the time of any Transfer which is approved in writing by Lessor, the assignee shall assume all of the obligations of Lessee under the Lease pursuant to a written assumption agreement in commercially reasonable form and substance. Any such Transfer shall not relieve Lessee of its obligations respecting the Lease unless otherwise expressly agreed to inwriting byLessor. Any Transfer inviolation ofthe terms of the Lease shall be voidable at the sole option of Lessor. Any consent to any Transfer shall notbedeemed tobea consent to any subsequent Transfer." 4.6 Section 10.01(a) of the Original Lease is deleted and replaced with the following: "Lessee shall have theright, from time totime and atany time, in whole orinpart, subject tothe prior consent of Lessor, which consent shall not be unreasonably withheld or delayed, to hypothecate, mortgage, pledge or alienate the Leasehold Assets (a"Leasehold Mortuaue"!. Lessee shall provide a fifteen (15) day notice to Lessorpriorto the closingofany loanor othertransactionin connectionwith which such interest is given, identifying thename and address oftheParties obtaining an interest in Lessee's leasehold (the "Leasehold Mortgagee"!. "Leasehold Assets" includes Lessee's leasehold interest inthe Premises and the rights granted toLessee under this Lease, the Improvements and any other personal property of the Leasehold Mortgagee on the Premises provided that in no eventwhatsoever shall Lessee havethe rightto encumber Lessor's fee simpleinterestin the Premises." 4.7 Thefollowing phrase isadded attheendofSection 10.01(c) oftheOriginal Lease: "...provided such default is nota failure to pay any Base Rent andany Additional Rents, during which time Lessor shall not terminate the Lease, provided further that such Leasehold Mortgage shall have commenced and continues todiligently prosecute such cure within said sixty (60) day period." 10 4.8 A new subsection 10.01(d) is added of the Original Lease as follows, the former subsection 10,01(d) of the Original Lease is renumbered as subsection 10.01(e), and the subsections that follow are appropriately reniunbered; "Leasehold Mortgagee shall have the right, subject to theprovisions of thisLease (1) upon written notice toLessor toassign its Leasehold Mortgage toanother third party lender, (ii)to enforce its lien and acquire title to the leasehold estate under thisLease by any lawful means; (iii) totake possession ofand operate thePremises andto perform all obligations to be performed by Lessee under this Lease, or to cause a receiver tobeappointed todo so; and (iv) toacquire the Lessee's leasehold interest by foreclosure or by an assignment inlieuof foreclosure and thereafter to assign or transfer the Leasehold Assets to a third party, provided that such third party expressly agrees in writing to assume and comply with all obligations imposed on Lessee under this Lease, and provided further that Leasehold Mortgagee shall notify Lessor of any such acquisition and/or assignment. Lessor's consent shall not be required for any ofthe actions described in (i) through (iv) of this clause (d). Further, if any of the actions described in (i) through (iv) of this clause (d)causes the Lessee's leasehold estate to betransferred, atthe time ofthe acquisition of the Lessee's leasehold estate by Leasehold Mortgagee or any other third party Person who acquires the interests from or on behalf of Leasehold Mortgagee, this Lease shallremainin fullforceand effect." 4.9 Subsection 10.01(e)(formerly (d) and renumbered per section 4.8 above) of the OriginalLease is deleted and replacedwiththe following; "In caseofthetermimtion ofthisLease byreason ofthehappening ofanEvent of Default or otherwise, the Lessor shall give notice thereof to any Leasehold Mortgagee who shall have notified theLessee of its name andaddress pursuant to Section 11.01, which notice shall be sent by personal delivery or by registered or certified mail or overnight courier service to such Leasehold Mortgagee at the ^dress last furnished tothe Lessor pumuanttoSection 11.01. If,within ninety (90) days after the mailing of such notice, such Leasehold Mortgagee shall notify the Lessor that such Leasehold Mortgagee desires toenter into a lease ofthePremises with theLessor, the Lessorshalljoin with the Leasehold Mortgagee, oritsnominee, in executing and delivering a new lease of the Premises to such Leasehold Mortgagee, orits nominee, for the remainder ofthe Term, atthe Annual Rent and upon the terms, covenants and conditions contained inthis Lease. The rights ofthe Leasehold Mortgagee pursuant to this clause (e) shall survive any temunation of this Lease." 4.10 A new subsection 10.01(h) is added as follows: "Any Leasehold Mortgage shall be subordinated to this Lease (unless Lessor, Lessee, and Lessee's lender have expressly agreed and executed a subordination, non-disturbance and attomment agreement in form and substance acceptable to Lessor in its reasonable discretion) and shall notaffect or encumber Lessor's fee interest in the Premises or create any security interest or rights of the Leasehold 11 Mortgagee in Lessor's fee interest in the Premises, other than as a leasehold mortgagee ofLessee'sinterest intheLease. Upon therequest ofLessee, Lessor will executeand deliverto Lesseesuch customaryinstruments and/ordocumentswhich may bereasonably required tobeexecuted bytheLeasehold Mortgagee inorder to facilitate the provisions ofthis Section 10 and tocooperate and/or participate with Lessee, to the extent reasonably required by Lessee, provided that all reasonable out-of-pocket costs incurred by Lessor in connection herewith are paid by Lessee and Lessor approves any and all documentation to be signed by Lessor (such approval not to be tanreasonably withheld)." 4.11 Sectionll.Ol of theOriginal Lease shall beamended to replace theLessee notice address with the following: LESSEE: Steven Miller WaterIsland DevelopmentCompany,LLC do Dudley NewmanFeuerzeig,LLP Attn; Alex M. Moskowitz, Esq. 1000 Frederiksberg Gade St. Thomas, USVI 00802 4.12 Section 11.02 ofthe Original Lease shall be amended to insert one hundred eighty (180) daysinplace ofninety (90) days. 4.13 At Section 11.17 of the Original Lease, a new clause (e) is added immediately following clause(d) as follows: and (e) further in the case of a request by Lessee or Leasehold Mortgagee in connection with a financing, (i) that Lessor has consented to the Leasehold Mortgage to be executed in connection with such financing, (ii) that Lessor has acknowledged receipt ofthe name and address of Leasehold Mortgagee, and(iii) that to Lessor's actual knowledge, Leasehold Mortgagee may have the rights and benefits of a Leasehold Mortgagee underArticle 10and this Section 11.17. 4.14 The following sentence isadded immediately following thesecond sentence ofSection 14.01 ofthe OriginalLease: Prior to any environmental audit. Lessor agrees to provide to Lessee all known material documents inits actual possession and control relating tothe operations at the Premises and the environmental investigation, remediation and mitigation efforts undertaken toaddress any hazardous materials orcontaminant by orunder Lessor, including any written notices fi*om any other Governmental Authority, to theextentpermitted by Legal Requirements. 5. Submersed Lands. 5.1 Asprovided in Section 1.3hereinabove, the Premises is intendedto be used in conjunction with the submerged lands more particularly described on Exhibit A (the "Submerged Lands"), and Lessor will use reasonable good faith efforts to work with Lessee to: (a) 12 facilitate contact tosecure asubmerged land lease from DPNR; and (b) advance timely permitting efforts with the Territory's Coastal Zone Management ("CZM"), each of the foregoing for Lessee's use ofthe Submerged Lands inconjunction with this Lease aspart ofthe Water Island Hotel and Marina, subject to such granting by DPNR and asrequired byCZM and the U.S. Army Corps ofEngineers and any other applicable Legal Requirements. Development ofthe Submerged Lands shall remain subject toall Legal Requirements, including, without limitation, requirements toobtainCoastal Zone Management Act ("CZM Act"j and U.S. Army Corps ofEngineers permits. Development ofthe Submerged Lands for purposes consistent with the Lease and this Amendment is deemed under the Lease to be consistent with the goals and purposes of the Coastal Zone Management Act and in particular 12 V.LC. § 903. 5.2 Insupport of the Water Island Hotel and Marina, the Parties agree Lessee may develop Flamingo Bay inner and outer harbor marina and DruifBay and Flamingo Bay mooring fields, substantially inaccordance with the preliminary Submerged Lands Plan attached hereto as Exhibit A. subject toDPNR approvals, grants, and in accordance with and subject to all Legal Requirements. 6. Resort Development. 6.1 Infrastructure. TheLesseewillconstruct, own,maintain andoperate (during the term of the Lease) the infrastructure required for the Water Island Hotel and Marina and the residential development onthe Premises including roads, power plant (micro-grid), imderground utilities, a wastewater treatment plant, reverse osmosis plant, and solid waste disposal facilities pursuant tothe Plans (the "Infrastructure"). The Lessor agrees tocooperate with Lessee's efforts to obtain the issuance of permits that may be required for installation and construction of the Infrastructure. Tothe extent that it may benecessary to construct portions oftheInfrastructure on portions ofthe GVI Tract not covered by the Lease, consistent with Section 7.02 ofthe Lease, the Lessor agrees to provide non-exclusive easements to the extent necessary for such Infrastructure to occupy said areas bytheLessee onthe Remaining Property (as defined in Section 7.02 ofthe Original Lease), at no additional fee and at no cost to Lessee and Lessor, for theconstruction of suchInfrastructure, consistent withthe terms of the Lease, however, that sucheasements shallbe located in a manner so as to cause the least possible adverse impact onthe Remaining Property. For the purposes ofthe Lease, the Lessee shil not be considered a"public utility" (as that term is defined in30VIC§1)byreason ofitsownership oftheInfrastructure oritssale ofwater, electricity and other utilities produced thereby, provided said utilities are not offered tosale for the general public, butonly to theoccupants, owners, tenants, sublessees and guests onanyofthePremises. Lessee shall contract, in its own name, for and pay when due all charges for the connection and useofwater, power,gas,electricity, telephone, garbagecollection, data, cable,internet, seweruse, andother utility services supplied to the Premises during the Term. Lessor shall beresponsible formaintenance, repair, replacement, andinstallation of allon Premises utilities andlines serving thePremises tomaintain thesame incompliance with allLegal Requirements. Lessee shall notbe responsible for maintenance, repair, replacement, and installation of any utility lines that are not serving the Premises. Under no circumstances shall Lessor be responsible for any interruption, cessation, or termination ofany utility service(whetherpermanent or temporary), nor shallBase Rent or any Additional Rent be abated or reduced in any manner whatsoever, evenif any such utility services become unavailable to the Premises. 13 ^\0\ 6.2 Emergency Services. To supplement public emergency services. Lessee will provide private security, fire emergency response facilities and staffing, and emergency medical transportation services for the Water Island Hotel and Marina. Lessee and the Persons it designates to provide such services, in compliance with all Legal Requirements and best industry practices, may qualify to have all of the protectionsof 27 V.I.C. 55, providing limited immunity to suit in cases ofvoluntarilyrenderedemergencyassistance. Notwithstandingthe foregoing, for the avoidance of doubt. Lessor hereby reserves, and Lessee acknowledges and agrees, that GVI Water Island Administrator, Virgin Islands Police Department, and Virgin Islands Fire and Emergency MedicalServicesshall have designated space and improvements to service residents on the GVITract,whichspacewill be contemplated inthe Plananddeveloped and constructed at Lessee's cost. 6.3 As provided in Section 1.4 hereinabove, at one or more sites to be determined by Lessee, Lessee may seek to obtain authorization and all necessaiy permits or approvals to constructand maintaina heliportin St.Thomasin orderto facilitate convenienttravel between the Premises, St. Thomas, St. John, and St. Croix for resort guests and residents, as well as to providefor fast evacuation ofmedicalemergency patients. Lessorwill usereasonable efforts to cooperate with and assist Lesseein Lessee's effortsto locateand pursuingauthorization ofuse of any such site, at no cost to Lessor. Notwithstanding the foregoing, for the avoidance of doubt. Lessor hereby reserves, and Lessee acknowledges and agrees, that GVI Water Island Administrator, Virgin Islands Police Department, Virgin Islands Fire and Emergency Medical Services, and VirginIslandsNationalGuardshall haveaccessto suchheliportto serviceresidents on the GVI Tract for emergency services and disaster reliefefforts. 6.4 Development Guidelines. The Parties agree to jointly compose, approve, andpromulgate specific development guidelines for WaterIslandHoteland Marinaincompliance withall Legal Requirements (the"Development Guidelines") consistent withthe Comprehensive Plan, providing rules andregulations thataccount for Water Island Hotel andMarina's small size, limited commercial facilities, rugged terrain and environmental sensitivity. This may include limited roaddevelopment on or to access the Premises, withprovisions for golfcarttype vehicle use in lieuof standard vehicles wherepractical, withthecorresponding reduction in widthof road and therefore a reduced need for cuts and fills and an enhanced environmental profile (but, for the avoidance of doubt, except as may be necessary for emergency vehicles and other like access). Upon completion of the Development Guidelines and approval of the Parties, the Development Guidelines shallbe attached to and become a part of the Lease. Oversight andenforcement of the Development Guidelines willbeas provided inthe Development Guidelines. Forthe avoidance of doubt, the Development Guidelines shall be subject to all Legal Requirements and any GovernmentalAuthority havingjurisdiction over the Premises and Remaining Property. 6.5 Economic Development Incentives and Obligations 6.5.1 Economic Development Benefits. Lessor will use reasonable good faith efforts to assist Lessee in its efforts to identify and secure the tax exemptions, benefits, guarantees and financing assistance specified under the Virgin Islands Industrial Development Program, Title 29 VirginIslandsCode §§ 701-746(the "EDO Program"), the Virgin IslandsTax IncrementFinancing Act, Title 29 Virgin Islands Code, Chapter 22 (the "VI TIF Acf') and the Virgin Islands Hotel Development Program, Title 29 Virgin Islands Code, Chapter 23 (the "VI 14 '^(AM HP Program" and, together with the EDC Program and the VI TIP Act, collectively, the "VI Development Proarams'*h for the construction and operationofthe WaterIsland Hotel and Marina. Lessoracknowledges that Lessee has represented that Lessee*s ability to develop and constructthe Water Island Hotel and Marina is contingent upon Lessee obtaining the benefit of the VI Development Programs. Notwithstanding Lessee's prior election to waive the contingency set forth in Section 2.01(b) of the Lease for the approval by the Department of the Interior of the purchase of the Additional Resort Land, such contingency is hereby reinstated and shall be applicable to the entire Premises, and, as ofthe date hereof, such contingency shall also include Lessee obtaining the benefit of, and receiving certification for, the VI DevelopmentPrograms from the appropriate authorities for use by the Lessee in conjunction with the Premises, inform and substance to Lessee's reasonable satisfaction. 6.5.2 Period of Benefits. Lessee intends to seek to enjoy the tax exemptions andbenefits under theEDC Program fora period of twenty (20) years. 6.5.3 Extension of Benefits. Lessee intends to apply to the EDC for an extension of benefitsin accordance with applicable provisions ofthe EDCProgram. 6.5.4 Conditions for the Receipt of Benefits. Lessee shall comply in a reasonable and substantive manner with: (i) all applicable provisions of the VI Development Programs, including the rules and regulations promulgated thereunder, relating totheemployment and training ofresidents, non-discrirnination, and the local procurement ofgoods and services; and (ii) all Legal Requirements. 6.5.5 Notwithstanding Lessee's receipt of certain benefits under the VI Development Program, Lessee may elect to forego certain benefits in order to support tax incrementfinancing orrelated financing forportions oftheconstruction and operation oftheWater Island Hotel and Marina. 6.6 Improvement Approval & Development. Asa partoftheconsideration for the Lease, contingent upon Lessee's receipt of the Resort Approvals (asdefined below), Lessee shall achieve Substantial Completion ofthe Improvements. Pursuant tothe Comprehensive Plan, andasanaffirmative covenant oftheLease, subject to obtaining thePlans (asdefined below) and Resort Approvals described herein for the Improvements, Lessee shall invest at least $300,000,000,00 in developing and constructing the Improvements. 6.7 Lessor Consent: All Improvements: (i) are subject to the prior written consent obtained in each and every case from the Commissioner, which consent shall not be unreasonably withheld or delayed (and, although a condition precedent to Lessee's right to commence the Improvements, is separate and distinct from any other Governmental Authority with jurisdiction over any ofthe applicable Resort Approvals, and isinaddition towhatever other licenses or permits are deemed necessary by the applicable Governmental Authority with jurisdictional purview overthe Premises and/or the Improvements); and (ii) shall be undertaken and completed pursuant to the terms and conditions of this Lease. The consent of the Commissioner (although a condition precedent to Lessee'srightto commence the Improvements) shall not be deemed to affect any applicable Governmental Authority's review, processing or responseto any application or submissionby Lessee. Promptlyafterthe EffectiveDate, Lessee,at 15 its sole cost and expense and in accordance with this Section 6 and Article 4 ofthe Lease, shall use all commercially reasonable efforts to diligently and continuously prosecute all Resort Approvals in good faith until obtained, as soon as possible within the applicable 24-month period after the Effective Date as referenced in Section 4.03 of the Lease (the "Permitting Period''!. Notwithstanding the foregoing and Section 4.03 of the Original Lease, to the extent the Resort Approvals are not timely obtained within the Permitting Period to the extent directly caused by any Governmental Authority's failure totimely approve, deny, orotherwise respond toa Lessee submittal, application, or submission in connection with the Resort Approvals within the applicable period proscribed under any applicable Legal Requirements, then such delay shall be treated as an Unavoidable Delay under Section 11.02 of the Original Lease and any such Unavoidable Delay will not besubject tothe ninety (90) days maximum limit provided therein. 6.7.1 Lessor Review. (a) Plans Review. (i) Plans. Within ninety (90) days alter the Effective Date ("Plans Delivery Date'"). Lessee shall deliver to Lessor: (a) a comprehensive development plan, prepared byLessee's planner, architect, and/or engineer, containing detailed masterplanning, and related specifications, elevations, building renderings, and site layouts, accurately reflecting the Improvements boundaries and improvements that Lessee intends to make to or upon the Premises substantially consistent with the Comprehensive Plan to facilitate development and completion of the Improvements (subject to modifications and extensions forre-design resulting from Governmental Authority agency review andapplicable Legal Requirements); and(b) a final development schedule detailing Lessee's anticipated development and construction timelinefrom the expiration of the FinalPlansDelivery Datethroughthe expiration of the Construction Period identifyinginterimmilestones/benchmarks at least everyninety (90) days duringthe Construction Period and includingeach ofthe milestones set forth belowin Section 7(b) herein (the "Plans"). (i) Lessor Plan Approval. Lessor shall have thirty (30) days from receipt of each of Lessee's proposed Preliminary Plans and Plans, respectively, to approve or disapprove the same to confirm such are substantially consistent vrith the Comprehensive Plan (with any disapproval containing a reasonably detailed explanation therefor). Upon any disapproval by Lessor, Lessor andLessee shall meetas soonas possible to attempt in goodfaith to reachagreement on suchPreliminary Plansor Plans, as applicable. (b) Application Review. Within the earlier of: (i) one hundred eighty (180) days after the EffectiveDate ("Application Delivery Date"):or (ii) at least twenty (20) days prior to any submission to the applicable Governmental Authority, Lessee shall deliver to Lessor complete copies of all applications and/or submissions that Lessee intends to submit during the applicablePermittingPeriod for any and all Resort Approvals. Lessor shall have twenty (20) days from receipt thereofto provide to Lessee comments on the applicable application or submission. Lessor's comments or lack of comments shall not be deemed to affect any applicable Governmental Authority's review, processing or response to any application or submission by Lessee. The development schedule included within the Plans shall identify the interim milestones/benchmarks referenced in Section 7(b) below. 16 6.8 Permitting Submittal Period: Aspromptly aspossible, but inno event later than sixty (60) days following the Application Delivery Date (each a "Pennitting Submittal Period"), Lessee shall submit toany Governmental Authority having jurisdiction toissue permits required for the applicable Improvements all completed applications, submissions, plans, drawings, specifications, and other documents orinformation required toobtain all ofthe Resort Approvals from any such Governmental Authority within the applicable Permitting Period. "Resort Approvals" shall mean and refer to any and all final non-appealable approvals, consents, licenses, certifications, permits, any and all land use entitlements (including, without limitation, those required from any Governmental Authority with Jurisdictional purview over the Premises and/or the Improvements, the DPNR, including CZM permitting, the U.S. Army Corp of Engineers, and/or the U.S. Department ofFish and Wildlife, as applicable), all building permits and licenses, the payment ofall required utility and development fees, any permanent permits for, without limitation, excavation, grading, erosion and sediment control, other site work for the Premises, the transportation ofequipment and materials to and from the Premises, and storage of the same upon the Premises, in connection with either the development and construction ofthe Improvements or the operation ofthe Improvements, and other licenses and permits which may be required for the commencement ofconstruction ofthe Improvements as provided under Section 4.03 of the Original Lease for the Improvements. Thereafter, Lessee shall promptly provide to Lessor copies ofall applications and/or submissions submitted to each applicable Governmental Authority and copies ofall responses Lessee receives from such other Governmental Authority. Lessee shall obtain the Resort Approvals at its sole cost and expense, submit completed applications for any Resort Approvzils to the applicable Governmental Authority promptly as provided above and thereafter shall use all commercially reasonable efforts to process the applications and diligently and continuously prosecute all Resort Approvals in good faith until obtained, as soon as possible within the Permitting Period for the Improvements. Lessee shall keep Lessor reasonably apprised on a regular basis of the status of ie processing of all such applications andLessee'sefforts to satisfy theResortApprovals. 6.9 Fortheavoidance ofdoubt, totheextent the Resort Approvals arenottimely obtained within the Permitting Period to the extent directly caused by any Governmental Authority's failure to timely approve, deny, or otherwise respond to a Lessee submittal, application, orsubmission incoimection with the Resort Approvals within the applicable period proscribed under any applicable Legal Requirements, then such delay shall be treated as an Unavoidable Delay under Section 11.02 ofthe Original Lease and any such Unavoidable Delay will not besubject tothe ninety (90) days maximum limitprovided therein. 6.10 Construction: Substantial Compleiion. Pursuant to Section 4.04 of the Original Lease, Lessee shall cause construction ofthe Improvements tobecompleted within sixty (60) months of obtaining the Resort Approvals, subject to Unavoidable Delay (as provided in Section 11.02) (the ''Construction Period"). Lessee shall commence construction of the Improvements promptly but not later than sixty (60) days following the later of: (i) Lessee obtaining the Resort Approvals; and (ii) Lessor's written consentobtained from the Commissioner as provided for in Section 6.7herein. Lessee shallthencause construction oftheImprovements to be diligently pursued without unnecessary interruption or delay (except for force majeure exceptions specified herein at Section 11.02 of the Original Lease), and shall cause the Improvements to achieve Substantial Completion (asdefined below) andbeready for occupancy notlater than the expiration of the applicable Construction Period. Any material deviation from 17 the Plans orthe Improvements, including, without limitation, changes tothe size, height, location or configuration of any Improvements, shall require Lessor's prior written approval (not to be unreasonably withheld, conditioned, or delayed), and, further, expressly excepting from such Lessor approval non-material modifications for re-design resulting from Governmental Authority agency reviewand applicable LegalRequirements. 7. Performance Bond. Withinsixty (60) days ofthe datetheLegislature approves this Amendment, Lessee shall obtain and deliver to Lessor a performance bond in the amount of Three Million Dollars ($3,000,000.00) issued by a financial institution approved by Lessor, such performance bond to be in form and substance to Lessor's satisfaction (the ''Performance Bond"!. (a) ThePerformance Bond shall secure Lessee's performance under theofpre- development and early-stage development obligations, such as obtaining the Resort Approvals, in accordance with the terms and conditions of the Lease. (b) The Performance Bond may bereduced inphases upon achievement ofthe following milestones, as determined by Lessor, pursuantto the Plans (and the developmentscheduletherein): • Milestone 1- Obtain ResortApprovals. • Milestone 2 - Construction Commencement (Mobilization and Start of Construction (including infrastructure and improvements) of Improvements: Performance Bond may be reduced to $2,000,000.00, as determined by Lessor. • Milestone 3 - Substantial Completion of the Improvements: Performance Bond may be reduced to $1,000,000.00, as determined by Lessor. (c) ThePerformance Bondshallremainineffectandmaynotbereducedbelow $1,000,000.00 until approvalofthe Plans in accordancewith the terms and conditions of the Lease. 8. Representations and Wairanties: The representations and warranties of Lessee contained in this Section 8 are being made to induce Lessor to enter into the Amendment, and Lessor has relied, and will continue to rely, upon such representations and warranties during the Term. A breach of the following representations and warranties shall constitute an Event of Default. Lessee represents and warrants to Lessor, as follows: 8.1 Lessee has been duly organized or formed, is validly existing and in good standing under the laws of the Territory and is qualified to do business in the Territory. All necessary action has been taken to authorize the execution, delivery and performance by Lessee 18 6^ oftheLease andoftheotherdocuments, instruments andagreements provided forherein. Lessee is not, and if Lessee is a "disregarded entity," the owner of such disregarded entity is not, a "nonresident alien," "foreign corporation," "foreign partnership," "foreign trust," "foreign estate," or any other "person" thatisnot a "United States Person" as those terms are defined inthe Code and ^e regulations promulgated thereunder. The person who has executed this Amendment on behalfofLessee is duly authorized to do so. 8.2 The Lease constitutes the legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms. 8.3 There are no suits, actions, proceedings or investigations pending, or to Lessee's actual knowledge, threatened against or involving Lessee or the Premises before any arbitrator orGovernmental Authority, the resolution ofwhich could have amaterial adverse effect on Lessee or Lessee's business. 8.4 ToLessee's actual knowledge, Lessee isnotindefault under anydocument, instrument oragreement to which Lessee is a party that affects the Premises. The authorization, execution, delivery and performance of this Amendment and the documents, instruments and agreements provided for herein will notresult in any breach of or default under any document, instrument or agreement to which Lessee is a partythataffects thePremises. 8.5 Neither Lessee, norany individual or entity owning directly or indirectly any interest in Lessee, is an individui or entity whose property or interests are subject to being blocked under any of the OFAC Laws or is otherwise in violation of any of the OFAC Laws; provided, however, thattherepresentation contained inthis sentence shall notapply to any person to the extentsuch person's interest is in or through a U.S. Publicly Traded Entity. 8.6 There is no contemplated, pending or threatened Insolvency Event or similarproceedings, whethervoluntary or involimtary, affecting Lessee. 9. Miscellaneous 9.1 Non-Liability. Section 6.04 of the Original Lease is hereby deleted and replaced to read as follows: "Section 6,04 Lessor shall not be responsible or liable to Lessee for any Losses that may beoccasioned by the acts oromissions ofpersons occupying orusing any property or area (including, without limitation, bodies of water) adjacent to, adjoining or nearby the Premises (including, without limitation, all utility pipes, lines or conduits serving the Premises including those which run underwater, if any), or any part thereof, or for any loss or damage resulting to Lessee or its Premises from water, gas, steam, fire orthe bursting, stoppage, orleaking ofpipes, provided such loss or damage is not directly and proximately caused by the negligence of Lessor or its agents, contractors, or employees, and to the extent permitted by law. Itisthe express intention ofthe Parties to the Lease that neither Lessor, nor any of Lessor Indemnified Parties shall have any personal liability for any obligation, debt, 19 '7l^A liability, cost or expense arising from or incurredin connectionwith the Premises or the Lease, the liability of Lessor and the Lessor Indemnified Parties under and with respect to the Lease shall be limited to the interest ofLessor in the Premises. In no event shall Lessee or anyoneclaiming by, through or under Lessee, seekto recover againstLessoror anyLessorIndemnified Parties personally, and no assets ofLessor oranyLessor Indemnified Party, except Lessor'sinterest inthePremises, shall besubject to attachment or execution ofjudgments. Under nocircumstances may Lessee seek or be entitled to recover any special, consequential, punitive, speculative or indirect damages, all of which Lessee expressly and specifically waives, from Lessor for anybreach by Lessor of thecovenants and/or obligations ofLessor under the Lease. Notwithstanding any other provision oftheLease tothe contrary, nothing in the Lease nor any actiontakenby Lessoror any of the Lessor Indemnified Partiespursuant to this Lease, nor any document which arisesout of this Lease, shall constitute or be construed as a waiver of either the sovereign immunity or governmental immunity of Lessor, or of its elected and appointed officials, officers and employees initscapacity asa Governmental Authority." 9.2 Authorization. TheLease andLessor's obligations hereimder are expressly subject toTitle 31, Section 205 ofthe Virgin Islands Code, which provides, inter alia, that (a) the Governor oftheVirgin Islands shall approve allconveyances, leases orother instruments relating tothe disposition ofgovernment real estate, and (b)leases orsubleases fora term exceeding one (1) year and other dispositions specified in Section 205(c) must be approved by Act of the Legislature. TheParties acknowledge thatanActoftheLegislature will approve this Amendment and will delegate to the Commissioner authority to execute and deliver deeds andancillary site leases inthecircumstances andupon theconditions setforth therein andinthis Lease, without any further act ofthe Legislature. 9.3 Officials Not to Benefit: Section 11.04 of the Original Lease is included herein by this reference. 9.4 Agreement made in the Virgin Islands: The laws of the Territory shall govern the validity, performance, andenforcement oftheLease. Any dispute between theParties arising outof or relating to theLease or a breach hereof must beresolved by either the Superior Court of theVirgin Islands or any other applicable courts of competent jurisdiction, and each of theParties consent totheexclusive jurisdiction of such courts, agree to accept service of process by mail, and hereby waive anyjurisdictional or venue defenses otherwiseavailableto it. 9.5 Demise of Premises "AS-IS". For the avoidance of doubt, Lessee is acquiring its leasehold interestin the Premises and shall acceptpossession of the Premises in its "AS IS", "WHERE IS", physical condition and "WITH ALL FAULTS AND DEFECTS". To the fullest extent permitted by law and with the sole exception of any express representation or warranty provided for by Lessor herein, Lessor hereby specifically disclaims any representation or warranty, whether express, implied or statutory, whether oral or written, wifri respect to the Premises, including, but not limited to those concerning: (i) the value, physical condition, condition oftitle, suitability, merchantability, development potential, orfitness for a particular use or purpose ofthePremises ortheImprovements; (ii)theeirea, shape, size, configuration, location, capacity, square footage, acreage, dimensions or zoning of the Premises; (iii) the soil condition. 20 topography, geology or drainage ofthe Premises; (iv) the existence ofany flood plain, floodway orflood hazard area affecting the Premises; (v) any easement, right ofway, reservation, condition, covenant, or restriction benefiting, burdening or otherwise affecting the Premises; (vi) the availability, quantity and quality ofelectrical power, water, natural gas, sewer and other utilities to thePremises ortheResort orthe access to the Premises bypublic road or otherwise; (vii) the nature or quality of any materials, labor, workmanship, construction, design, engineering, or composition of any improvements to the Premises, including the Improvements; (viii) the environmental condition ofthe Premises; (ix) compliance by the Premises with applicable Legal Requirements (including without limitation, compliance with all Environmental Laws, Accessibility Laws, and any zoning law orordinance) affecting the Premises orthe Improvements; (x) the suitability ofthe Premises for any and all purposes, activities and uses that Lessee may elect (subject to the provisions ofthe Lease) to conduct on the Premises; or(xi) the value ofthe Premises or the price at which Lessee (subject to the provisions of the Lease) might resell its leasehold estate inthe Premises. Furthermore, by executing the Lease, Lessee acknowledges the following: (a) except for express representations and warranties ofLessor set forth in the Lease, Lessee isnotrelying upon any representation and warranty ofLessor orany manager, government official, officer, employee, representative or agent of Lessor or any other party related to or affiliated with Lessor; (b) the Premises may contain defects unknown to Lessee and Lessor; (c) immediately prior to the Effective Date, Lessee inspected the Premises and isfamiliar therewith; (d) Lessee bears the sole responsibility to inspect the Premises and review all information pertaining to the Premises; and (e) Lessee is assuming all risks ofdefects and violations whether patent, latent or otherwise concealed in the Premises. Notwithstanding the foregoing "AS IS" clauses, Lessor agrees to cooperate with the Lessee ifthe Parties determine that there are certain title defects in contravention of the foregoing, or otherwise pertaining to the removal of inapplicable tax liens against the Premises orvoided orexpired third party possessory interests that are of record and set forth in Lessee's title commitment and/or an ALTA/NSPS survey (provided the same are not caused or permitted by Lessee), and Lessor shall use commercially reasonable efforts to cooperate with Lessee in the removal ofthe same viaaffirmative insurance against the disapproved item, or causing the disapproved item tobe removed or released ofrecord, or by other means acceptable to the Parties. 9.6 Entire Agreement. This Amendment and the Lease constitutes the entire agreement and understanding between the Parties with respect tothe subject ofthis Amendment and shall supersede allprior written and oral agreements concerning this subject matter. The Lease may not be amended, modified orotherwise changed in any respect whatsoeverexcept by awnting duly executed by authorized representatives of the Parties. Each Party acknowledges that ithas read this Amendment, fully understands all of this Amendment's terms and conditions, and executes this Amendment freely, voluntarily and with full knowledge of its sigmficance. Each Party to this Amendment has had the opportunity to receive the advice of counsel prior tothe execution hereof. 9.7 Counterparts. This Amendment may be executed incounterparts and by PDF, and such counterparts together shall constitute but one original of the Amendment. Each counterpart shall beequally admissible in evidence, and each original shall fully bind each Party who has executed it. 21 9.8 Effect oF Amendment. Except as modified herein, the Lease is hereby reinstatedas ofthe date hereof and remainsunchangedand in full force and effect.In the event of any inconsistency between a provision of the Original Lease anda provision of thisAmendment, the provisionofthis Amendmentshall govern and control. 9.9 Definitions. Schedule 1 attached hereto is incorporated herein by this reference. 9.10 Lessor Consent. If Lessee shall request Lessor's consent or approval and Lessorshallfail or refuse to givesuchconsentor approval, Lessee shallin no eventbe entitledto andshall notmakeany claim, andLessee hereby waives anyclaim, for damages (norshall Lessee claim any damages by way ofsetoff, counterclaim ordefense against anyofLessee's obligations under thisLease) based upon any assertion thatLessorhasunreasonably withheld, orunreasonably conditioned or unreasonably delayed any consent or approval requested by Lessee, it being intended that Lessee's sole remedy shall be an action for specific performance or injunction pursuant to Section 9.11 below. 9.11 Dispute Resolution. The following shall apply to any Dispute (as defined below) arising under this Lease and/or this Amendment. 9.11.1 Mutual Discussions. If a dispute or difference of any kind whatsoever shall arise among the Parties inconnection with, relating toorarising outofthis Lease or this Amendment (each, a "Dispute"!, then oneof such Parties shall notify in writing the other Party ofsuch Dispute anddescribe theDispute insufficient detail to identify thesame. TheParties will attempt to settle such Dispute in the first instance by discussions between their respective designated representatives andthe jointdecision memorialized ina mutually executed writing by the Parties shall bebinding upon theParties. Ifa settlement of any such Dispute or difference is not reached pursuant to this Section 9.11.1 within 60days after such written notice of Dispute is delivered, then the provisions ofSection 9.11.2 hereofshall apply tosuch Dispute. 9.11.2 Mediation. Ifa settlement of any suchDispute or difference is not reached pursuant to Section 9.11.1, then the Parties agree to submit such Dispute to mediation in St. Thomas U.S. Virgin Islands with the American Mediation Institute or any other accredited mediationorganization ormediator. The process for mediation shall begoverned by the procedures setforth inRule 90oftheV.I. Rules of Civil Procedure. Thefees andexpenses of mediation and the mediator shallbeborneequally by the Parties. 9.11.3 BindinuDispute Resolution. If the mediationas required in Section 9.11.2 above doesnot result in a settlement of the Dispute, theParties authorized representatives may opt to reengage in good faith discussions and eviuations regarding all potential options for binding dispute resolution options (including, but not limited to, litigation, arbitration in accordance with the Commercial Rules of Arbitration of the American Arbitration Association ("AAA") governed by the Federal Arbitration Act (the Parties conclusively agree that the Lease and this Amendment affect and have a nexus with interstate commerce), and any other alternatives). The Parties shall endeavor to select the most appropriate form of binding dispute resolution based onanevaluation ofthe nature oftheclaims, the amount incontroversy, the time and cost associated with each form of binding dispute resolution, and the Parties' respective 22 interests. The Commissioner shall confer andobtain theapproval of theAttorney General of the Territory regarding themost appropriate form of binding dispute resolution. The discussions shall take placewithin fifteen (15) days ofthecompletion ofmediation referenced in Section 9.11.2. In theevent theParties areunable to mutually agree ontheform of binding dispute resolution, either Party may commence litigation in the U.S. Virgin Islands as the default form of binding dispute resolution. 9.11.4 Continued Performance. The Parties shallcontinue to performtheir respective obligations under this Agreement during the existence ofany Dispute under this Section 9.11 or the pendency ofany mediationor arbitration. [SIGNATURES APPEAR ONTHEFOLLOWING PAGE] 23 5K IN WITNESS WHEREOF, the Parties herein have hereunto set their hands and seals on the day and year first above written. WITNESSES: WATER ISLAND DEVELOPMENT COMPANY, LLC (Print) (Sign) S^<\r L. (Print) By: js Name: Steven Miller Title: Authorized Agent ACKNOWLEDGEMENT TERRITORY OF THE VIRGEJ ISLjWDS Difltrict of ST. THOMAS-ST. JOHN ) ss: ) M . h A Before me personally appeared STEVEN MILLER, Authorized Agent of WATER ISLAND DEVELOPMENT COMPANY, LLC, to me well known, or proved to me through satisfactory evidence to be the individual(s) described in and who executed the foregoing instrument for the purposes therein contained. WITNESS my hand onthis ^ I day of eSALVS HERNANDEZ Notary Public, StateofRorida Commission# HH 518212 My comm. expires April 18.2026 Notary Public A.D. 2026 [SIGNATURES CONTINUE ON THE FOLLOWING PAGE] 24 DEFINITIONS SCHEDULE 1 Definitions As used in thisAmendment and the Lease, the following termsshallhavethe following meanings: ""Accessibility Laws''' meansany applicable provisions of the Architectural Barriers Act of 1968, the Rehabilitation Act of 1973, the Americans vrith Disabilities Act of 1990, 42 U.S.C. Section 12101 et seq., as amended, the accessibility code(s), if any, of the U.S. Virgin Islands and all regulations and guidelines promulgated thereunder. ^'"Acquisition Option" hasthe meaning set forth in Section 2.2 of thisAmendment. ^'^Acquisition Sub-Option"has the meaningset forth in Section2.2.1 ofthis Amendment. "Additional Rent" means all amounts payable to Lessor under the Lease (other than BaseRent), which shallbe immediately dueand payableexceptas otherwise expressly provided in the Lease. "ApprovingAct" has the meaningset forth in the Recitals ofthis Amendment. "Commissioner" has the meaning set forth in the Recitals ofthis Amendment. "Governor"meansthethen Governor ofthe Territory. "Environmental Laws" means any law, statute, code, regulation, rule, ordinance, order, policy directive, judgment or decree of the Territory, and any federal and/orlocalauthority(or judicial or administrative body) having authority over the Premises or any portion thereof or its use (including requirements underpermits, licenses, consents and/orapprovals), relating or pertaining to pollution or protection of human health or the environment (including those that relate to emissions, discharges, releases or threatened releases, or the generation, manufacturing, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials), including, without limitation: (a) the Federal WaterPollution Control Act (33 U.S.C. §1317 et seq.) as amended; (b) the Federal Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.) as amended; (c) the Comprehensive Environmental Response Compensation and Liability Act of 1980 (42U.S.C. §9601 et seq.)as amended; (d) the ToxicSubstance Control Act (15U.S.C. §2601 et seq.), as amended; (e)the CleanAirAct (42U.S. §7401 et seq.),as amended, (f) the Hazardous Materials Transportation Act, 49 U.S.C. §1801, et seq., as amended; (g) the statutes in Title 12 of the Virgin Islands Code; and (h) regulations adopted and publications promulgated pursuant to the aforesaid laws. "Governmental Authority" means any governmental authority, agency, department, commission, bureau, board, instrumentality, court or quasi-govemmental authority of the United States, the Territory, or any political subdivision thereofwith authority to adopt, modify, amend, interpret, give effect to, or enforce any federal. Territory and local laws, statutes, ordinances, rules or regulations, including common law, or to issue court orders. 26 ^^Hazardous Materials'^ means (a) oil, petroleum products (including any and all constituents and additives), flammable substances, explosives, radioactive materials, hazardous wastes or substances, toxic wastes orsubstances or any other materials, contammants or pollutants, in the case of any ofthe foregoing, which are defined as or included inthe defimtion of"hazardous substances", "hazardous wastes", "hazardous materials", "toxic substances", "contaminants , "pollutants", "regulated substances" or words of similar import under any applicable Environmental Laws; (b) any other chemical, material or substance, exposure to which is prohibited, limited or regulated by any Environmental Law; and (c) any other substances that pose an environmental hazard. ^'^InsolvencyEvenf means (a) aPerson's (i) failure togenerally pay its debts as such debts become due; (ii) admitting in writing its inability to pay its debts generally as they become due; or (iii) making ageneral assignment for the benefit ofcreditors; or (b) any proceeding being instituted by oragainst any Person (i) seeking to adjudicate it bankrupt orinsolvent; (ii) seeking liquidation, dissolution, winding up, reorganization, arrangement, adjustment, protection, relief, or composition ofitor its debts under any Law relating to bankruptcy, insolvency, or reorganization orreliefofdebtors; or(iii) seeking the entry ofan order for reliefor the appointment ofareceiver, trustee, orother similar official for itor for any substantial part ofits property, and in the case of any such proceeding instituted against any Person described in the foregoing clauses (i) through (iii) in subsection (b), either such proceeding shall remain imdismissed for aperiod ofone hundred twenty (120) days. ''lessor Indemnified Parties^'' means each ofLessor, together with Lessor's affiliates, parent and subsidiary entities, successors, assigns, government officials, managers, members, employees, officers, directors, trustees, shareholders, counsel, representatives, officials andagents. means any and all loss, Claim(s) (as defined in Section 6.03 of the Original Lease), judgment, liability, damage, and all costs and expenses (including without limitation attorneys' fees and expenses and cost oflitigation) loss, damage, claim, judgment, cost, expense orliability, including reasonable attorneys' fees, incurred or sustained, "Legfl/ Requirements" means requirements under any federal, Territory and local laws, statute, ordinances, rules or regulations, including common law, orto issue court orders; and includes, without limitation, allapplicable Environmental Laws, Accessibility Laws, theResort Approvals, and the Restrictive Covenant. **OFAC Laws" means Executive Order 13224 issued by the President of the United States of America, and allregulations promulgated thereunder, including, without limitation, the Terrorism Sanctions Regulations (31 CFRPart595), the TerrorismListGovernments Sanctions Regulations (31 CFRPart596), theForeign Terrorist Organizations Sanctions Regulations (31 CFRPart597), and the Cuban Assets Control Regulations (31 CFR Part 515), and all other present and future federal. Territory and local laws, ordinances, regulations, policies, lists (including, without limitation, the Specially Designated Nationals and Blocked Persons List) and any other requirements of any Governmental Authority (including without limitation, the U.S. Department of the Treasury Office of Foreign Assets Control) addressing, relating to, or attempting to eliminate, terrorist actsand actsof war, eachas supplemented, amended ormodified from timeto timeaftertheEffective Date, andthepresent andfuture rules, regulations andguidance documents 27 promulgated under any of the foregoing, or under similar laws, ordinances, regulations, policies or requirements ofother states or localities. ^''Option Notice'^ hasthe meaning set forthin Section2.2.1 of this Amendment. '^Residential Units'''' has the meaningset forth in Section2.1 ofthis Amendment. ''ResidentialPurchased has themeaning set forthin Section 2.2,1 of this Amendment. "Residential Sales" hasthe meaning set forthin Section 2.1 of thisAmendment. "St. Thomas ParceU has the meaning set forth in Section 1.4.1 of this Amendment, and "St. Thomas Parcels" shallbe construed accordingly. "PermittedEncumbrances" hasthe meaning set forthin the Original Lease. "Person" means any individual, partnership, corporation, limited liability company, trust, unincorporated organization, Governmental Authority oranyotherform of entity. "Substantial Completion" means: (a) the Improvements being substantially complete in accordance withthe laws of the Territory, and in conformity withthe termsandconditions ofthe Lease; and (b) Lessee furnishing toLessoracopy oftheCertificate ofUse and Occupancy pursuant to Title29, Section 294, of the Virgin Islands Code, or its equivalent, as issued by DPNR and/or any other Governmental Authoritywithjurisdiction over the same. "Territory" means the Virgin Islands of the United States, an unincorporated and organized territory ofthe United States ofAmerica. "Unavoidable Delay" has the meaning set forth in Section 11.02 of the Original Lease, and, for purposes of the timeperiod for Lessee to obtain the Resort Approvals includes any delay to the extent directly caused by any Governmental Authority's failure to timely approve, deny, or otherwise respond to a Lessee submittal, application, or submission in connection withthe Resort Approvals within theapplicable period prescribed under anyapplicable Legal Requirements; but provided, thatany such Unavoidable Delay will not be subject to the ninety (90) day maximum limit provided therein. 28 Cifh PROOF OF OWNERSHIP (X ) Deed (N/A) Map (if referenced in deed) (N/A) Title and Encumbrance Certificate SEW LY: g. g . g;49pjj gp pu^fC RB. 1 340 777 8587!# 4 QtnrCObAlM DISED EISSSSl"?™'^ mn nnn^^ eoosidemtionCfthesumofIBi^DOLEARS f <Sonsid!Eration,ieoe^ofwhi<&ishet^ ^ Qian^J^bygrams. seU^release, and qvdtolaims^to the Qfantee, iV 1^® Gfmtee, aU oftheii^.tifle,andinterestofthe ' mthereal property mcjudingdieimpfovemeittt thereon described as isjllows: I .fto)p«r!y_l.^don WaterIsland newSt ThomasU.S. ViiBinIsl^ designated A K. AreaL, AreaM, Area 4ieatJ,Area O, AreaP. Arts At«a Y.Plot.. . p,Plot E, TractA, TractP,TractF, Lot 7^eliding^ stmctares and ^prpyements). LotSS, Lbt24»Lpt 87 (itkoludingiilstrtictaies and BayVillas (Lot.8, Lot9. Lot 10. Lot 14,Lot Id. Lot 8, Lot 19,Lot22, Lot23,Lot26, and Lot27), andLot279 (SpiatPoiirt) ® ^ Departmentofthe Interior, Sw^rSal^^^^ (revisedMyi996)attachedheretoasMit Land by ofihe rightsiprivileges, and aHJurtenaaces, includfegthe use said map, forusemeommonwithotherovmers, foring^^ndegress to said ° forever.!^^^^^ ^ HOI,D thepremises ctmyeyedhereby infee simple ^ "«««' foe land and moludedas covenants mid easemente oftecotfo ° ine items are alisa 6- - - s : 3:50™SQFF7CE OF PLBLie RB 1 380 777,8387:# S I ^ i?stacti<^onth^ property setforth in' ofRe^ve Covenants attecheahereto asBdiibit2, ' re%Bncemadte apart.l«reofwWehihaniunvvithtfififaS^^^ w^ end locati<»i. ®Pe«fic.restrictions are aadrcssedlytract ! «S conditioniaior.toaivm^'arstoim c. ra# C5«nteea^es toptoviae,ihefeUottttngsavices on Waferfeland: schedufcdpubUcfeny service, anda (4) fire protection ' (5) filbHc safety offiiiseES f'£\ T r ..• .Af . ««—fcvigbitefe SSNT BY.: 6- 5 ; SiSOPM ;^1GE OF PUBLie RB 1 340 777 9587;# 8. ofWaterIslah^ some ofthe muiucip^ sexyices may be provided maiocatipn otherthan Water,^lasd(siicbas St; Thomas). 5, Assetfar^tnore fblly mExhibit4'^Waterfetorf EttviroumentalRestrictive Covenants," Grantorhas compliedwiththe requirements ofseetloii120(li) ofthe Compensation, and UsJ^ Aptof 1980 (CERpLA), 42 p,S.C. §9^9(h) to the extentrequiredWithrespectto the ^pertysiAjectto thw saJe. Consi^wifiiC^CLA section120(h)C3), Giamor Covenants that^ action currently neceSsaiy tO protecthumanJh^tih and the thedate oftransfer baa been tfltrwyi 5 htiiepiopertyosof <^oiiaplywith the EnvironmeidaiRestriChve Covenants attachedhereto as^chibit 4, ihoItidiiiLg covsenahte pecqssao^ to/assure use of pip^ty cOTsi^t the environmental conditioDiofto Jiamingo fey Mnd^. pieHammgo Landfill area is describedinto attachedEidiibit5, Doimda^ aescnpc'bn and dated September2004. 8» No member ofordelegate to Congress orieridentcommissionershall be admitted to anv shara nr y^ar* . herefirOm, . —•7—"""u inn irrr lU with:acoiporahonorcompanyfi>rits.general,benefit f. The Grantee hereby agrees mindemnifyand hold harmlessthe United States, Its employees, agents^.d assigns firom any loss ofdamage and fern anyiiability on account ofi^onai iniurv^ DfODertv AHmacre, o wuviucs imaer mia jjeecL incxudinfi: any hreach ofany orMiot oWigatioii. Ja addMon,,subjectto <^nior s ^cxj^enattte toBjauWi4,<3iaiitee mtenniiyand hdid hamtless OieUnitai Stetss,itsemployees,ager^andaSaaBs ordan^e^fiom any arisingflotn releases ofhazardous oa,^ed 01: contalnrtedto by Grantee, orftn t»diich Granteeis ofiieiwise logxinsible imder Cornmonweahh orfederal laW. 10; "nteOi^leeJieiBbyrdleasrafheUirifedStal^itsDteMffaients and ™ ^ valueofpossessrayInS^ia ST^os^ ^ ispradicateduponfte Waterlslaiidmasfw ^ Please covers rfl and evenr Sm BY.: 6- 5 ; 3:50PM rOFFICE OF PUBLIC l?EL- 1 340. 777 3587:# 7 Giaffiorhas signsfJ to.fastoatett ofthe dbfe I ! ! m moiEO STATES, mOB^LANDS ! OFB!5EOFTHE<iOVH{NQR • ,' lOty^ ft.(PHi ViTtNJbSJSBS: (two requiredi THETMTEDSTATES OF AlvffiRICA DEPARaji^ENT Cff TtffiINll^OR -Iff t ofJuisular A£fhirs . I>aiie«or Govemoi:,.U.S, YirgihIslaiids 20dlM>^^^personallyjg,wai«r Afifefe. UinifedSfafcsDepartment P^artment. he, lv>infio. (Dgparimept). On behooftt?e Depatoentforthepnnp.es NotaryPublic ^ ^ My ooiaaiissljoa.expires f <6 y SENT BVv 6- i- 5 ; 3? w.gv rnwprafBior ntl' ^R^any lOEFIGE OF PUBLIC. REL-» 84a77»^ir4 I 34.0. 777 ^67;l36 t-m P,0W/008 W03.- OSKT^IQAHON pidfiTSi^pfidherein (^rdSesthatfor recordmgputposes,^^ consideiation. cotiv^aace do^ notexoeed S ibTEO IN 1HE e^ASTRAL RECORDS la^OiftH^iTOjRftj f»KOi^LRi.r; book SfJBtSS. XSLm>, NO,10 SO0THS1D& I—»• I'n* m -m < tJQ&fii^pSTVTEai^ iSLASX>5. 06000^ Woy/Tix AssesQQy Off^ \n% fc> _gsg^.^7j3fea8a?i lax Aatte^or^eoJ IWJca Of tIA ^wmuyi to. tba .ts tfefOfcy Oor^ad teat ?ha, abow 8*«fwwj j»tipei^/s Which,, according lb __ QirrrcLAiM debd dated iifaxoh. 2$^2go$ 68I0W gPt^^^iPB GOVEKEiMECnr'Og Tfig P.gy Tay^^Ig{i^iaS«.t^Bj^. eha nyurWrt Survey/T^ Aasessisr Offices sessor £ sm : 6^ ^ 5. : 3.:51PM OF MLJC- 1 340 777 9587:^ 9 AEEEiAvrr ; t Uni««lStatesofJUnaica. ^ 128(I)as,t.sateasfeftom jfe WXTNESSES: VA\45V< DlSlSUGTOFCOtHMBIA > ) On thisj^/in^tjavoFAtwit 'irtnfl; cpntamed bysa^gjyg ^ ^^^aesawh««oflha^,oaat«ytad^tdoffiom ofAMERICA ss: tbereio MyC<wMni^{wEjqsires SENT BY: 6' 1- S ; 3:S8PM lOtTICE OP PUBLIC SEt-t i g^o 777 9S87;#38 0M8"O5 •rBiHfrtanBr iimbv • ...v. -j- ( f i t1U>B-557 ; ^Gnfirln^BeBsGMk | <30Via6USMEKi; OF MM* jggBASSjWE^O^BWAN&E ^W^SURYDTyiSION TO^ THERECOBDER OF DEEDS FROM^ TBEIEEA^URYDIVI^^ maccotbancewrrHTSflfeas.sectionmasamemded,-tmsis oliisTAjiDiNeppR TEEElaqngpstates<x>Vemsmeist SJaOWttBWD. TACTiipyjSlLAaieHEPtopTOlsi>TOCLtBaWg.2<»3. KESEARCSBDBY: 'ftrlTedmimfln. ! TTitB: CMe^EaBatceiimit date YSWEIH^BY: pate COLLECIORWO. — Aiigi»t<B*20w «- s ; SiSlPB :OFFL(£ (SP HM.IC R0-'». 1 340 777 93dr.#10 I Exhibits i Wiater Island Restricfive Covenants attachediaE3£hibitIto.9Hc6ntracte; WHrofwMcliis | DlFINiXIONS OFTEIiMS airea^developed) means thatto jprevdnterosionandothA mav ooenr species, noadditional,developmetifoflemeivalofvege^oncovetl m yoccur J&om date.forv^wdtifiless consulted and api^v^byifae US Pt<r>i andWu^rr \ •wsdminrairtTO ita^1SS'ilSSS3Sl^'37'~"*^ the PreservationCovenant '™«a'^»anastetisl£vwUai5obBptov*dedacopyofi the vegetation vwlhin the fpotprint of be constiUcteii onll sea turtles forage ®'°'''^'®®®°®''^®<U8C8ntmarineentdtOnmfflats wha:^ { are.not to bedirectly visible • bythe iUFiS. Fish and Wildiae Service in r^ I>Iacenicnt approved ^dWdlife,, Existing outdoofUfihti^rr#^ ! withshielded^utdooA^^^^^ | SENT' BY; 6- r- S ; 3;;Slf?M SOFFIOe OF flM-lC RH.-> T 340 TTJSSaTi^ll ONALL WATERiSLAijDarias • ; tX$, Fish anf? ^ oriQoorihgino^er areas wouid be ONRDBLK COMMON AREAS ia«iit ^eaJ restri(aion*)ReS^^ Cov-uoul ofa buflfe^ tQ protect the' R^trictedDiwefepinenitCvvwaot ' Tracts nondevelqpedj^^ BY: 6- 5 : 3^51PM .;OFFICE OF l1M:rC .REL-^ 1 340 777 ... . j.. . j I RESTHICtlVE covenants ONSOtJTHERN LOTS (WICAAREA) ' FenDanent Nondevelopmenf I Ti».ef6ilowmg.Iots ifnptalready.develojjed: i Restricted pevelopment Covenant ' i the foUowing lots ifnot already developed: ! Lots i, 2,3,4,5i 6,7, 8, 9, and 10 Uts 20,.21,22,23,24,25,2d. 27, 2g, and29 Lots6L62,aiKi63 Lot.71, including lighting resfrfction ' Lot 78 Lots 8(5 and 87 | L®394an455 j ixtt'ioo : P^els m, 142, and 143 restriciwecovenantson®ratbattrgeerties IVosdevellopmeiit Thefollowing lots ifnotalready develop^: Lots 209 ^ 210 Lot 23.0 Lot 234 Lot 270 ReisCricte4 Development Coyeiiant Lots 202; 203, and 204 is SENT 6Y: 6- i- 5 : a:S2PM OF imiC REL" 1 .340 777 •• * * f I r Lot207 I LoStS SJis 21' 777'11®* ^ ^2. and 233 ' ' ' , Lot 278 ' QljrrCXAIM DEED 12:8E:2S Filed ^ Recorded in Official Rectmls of ST THHttS/ST JOHN yiLiM 8. HART SNHH RECORDER OF DEEDS- THIS INDENTURE^ made tiiis !2th day of December, 1$96^ between TfiE UNITED STATES OF AMERICA, byand through its DEPARTMENT OF TBffiINTERIOR, OPFICE OF INSULAR-AFFAD^, herein caUed the "Orantor," and ,THE -GpyERNMENT OF THE U.& VIRGIN ISLANDS, hatein called tfae "Grantee." WITNESSETH: That for and in consideration of the sum of TEN DOLLARS ($10.00) and othergood and. valuable consideratipn, receipt of Which is hereby acloiowledged,. ^e.Orantor hereby, grants,, sells, releases, and quitclaims tb the Grantee^ the successors and assi^. ofthe. Grantee; all ofthe right, title, and interest^of the G?a|itor iafhe real, property including the improvements thereon described as follows: Proper^ located on Water Island near St. Thomas> United States Virgin Isjands, designated as the hotel..site; ^d associated properties on Tract B(exlduding. the villas, lots 48 through60, and lots.24a|id.25), including the catchment,basin and deep Water dock; the., beach and associated lands; on Tract C; md the piibllcferry dock and.associated- lands on Tract£ as marked and.shown on a Copy of the 1979^ map of the Department of the Interior, Bureau of Land. Management, (revisedJuly 1996) attached hereto as E^bit W containing according to map approximately 50 ^acres, more or less and by reference made a parthereof. All public rbads on Water Island, excludingthose qn the Sprat Bay properties,, are also, included, TOGETFIERWITH die righls, privileges, arid appiirtenances, including the use of the roads, ways, and.public areas presently existing and. designated for such purpose on said map, q for in Goinmon vdth other owners, for ingress and egress to said property, J TO HAVE AND TO HOLD the premises conveyed hereby in fee simple forever. 00. ro (S S. n 01 SUBJECT, HOWiEYERi to Virgin Islands zoning,regiilationis^ nov^ orhereaftea: in force,,laws^ rul^, and regulatibiis oftheUnited. States Virgih Islands, and to. covenants, r^jtrictiOns^ and easement of record, ail of which shall runwith the land andbe buiding il^on &e owners ofali lp.ts on Water Island, and inure tothe benefit ofall of such.lots and,to(he Grantor hefeiiL Additionally, dtefoUowing nine itenis arealso included as covenants and easements of record:. 1. The.property is sold iii as is conditibn with no e?gii^s irnplied warrantiBs other than tho^ expressly stated herein .and subject to Article 6 beiowv. 2. The.Grantee agrees to comply with use restrictions on..the property setforth in the listof •Restrictive Covenants attached, hereto as ETdiibit 2, and by this reference made- a p^ hereof which shall run with die land and be binding uponthe owners from time-to-time.of all lots on W^er Island; Said listcomplies with the United States Fish and Wildlife Service Biological Opinion (nojeopardy) to .protect. endangered species andtheNatiopal.Historic Preservation Act to protect cultui^ and archaeological resources. Specific restrictibns are addressed by tract and location; 3. the Grantee ^ees .not to.intrOduqe. any non-native animal, with .die exception of conUnon hbu^holjd pets, such as cats, dogSj and caged birds, to Water Island. 4.. The Granteeagreesnot ta useas a matter of course,off-road Vehicles or h^yy dpty, mechanical beach cleaning equipipent on any beach pn Water Island and agrees tbrther to keep animals offany beaich on Water Island. Thisirestrictibn shall not prohibit Grantee from using heavy duty equipment to retuiTi beach to its conditionprior,to any major storm or nab^ disaster. 5; The Grantee agrees to buy and the Grantor agrees to Sell the property in consideration of the foildwing obligations tp be assumed by the Grantee. a. The Grantee agrees tb use allpropertyfor public puippses only>.-^d. as such the name ofWater Island, will be retained to promote economic development of V%ter Island for the benefit ofthe U.S. Virgin Island^ utcluding the residents ofWater Island. For purposes of this, provision, the operation of a hotel.ortouristresort on the property sbbll bedeemed a .public purpose, and the Grantee agrOes to make a reasonablb effort to have siichan operation established. b. The Grantee agrees, that if the above identified proper^ or portion thereofis sold, the proceeds shall be paid to. the United.States JDepaztment of.the Intmor unless: there is a written agreement between the GoVemor ofthe Vfrgih Islands aiid the: Secretary ofthe Interior in effect prior to thesale providing for a different,disposjfion. c. The Grantee agtees to a^ume all Jinhility thatmay arisefrom die property prospectiVely effective as ofto date ofclosing. d The GrahtiBe jo.provide the jfollowhig rervices on.Watier Island: (1): A.piibliG dock, withregularScheduled publicferiy s^.ce, and a deep-water dock (2) M^nten^ce of roads anddockis (3) Establishment and.jnamtenance ofpublic recreation areas, including the.public beaches on Water Island (4) Fire,protection (5) Public safety ofticers (d). Inspection and licensing ofmotor vehicles (7) ^guiar trash removal e. The Grantee agrees that.Water Island residents will have access to public healtii, education, ^d municipal serviceson the same basis a,s other residents of the Virgih Islands, It is understood that, due to theunique condition of Water island, some of the municipal services niay be provided in. a locatiphiotiier th^ Water Islaiid (^ch ^.St Thomi^). 6. The Grantor will Comply with the requirements of Section 9620of the eomprehepsive Environmental Response, Compensation,, and Liabiliqf Act of 1981 (GERCLA), 42 U.S.C. 9620, to the extent requhed with r^pect to the {^pperty subject to. tUs sale. Grantor agrees, to remove asbestos materials inthe catchment basin. A list ofsuspected additional hazardous materials Grantor believes to be stored on the site is attached as Exhibit.3, Potential Hazardous Substances andSolid Wastes on Wat^ Island, U^S. VirginIslands (March .1994), to this quitclaimdeed. The. Grantor hereby agrees mat .any .response action or corzective action with, respect m these or other possihle hazardous materials that,may currently be preset on thetran^erredproperty shall be. thetesponsibility of the (^antor. .The Grantor may seek to secuxe contribution.^from. other potentially re^nsible parties under CERGLA. The Giaritee hereby agrees to grantthe Grantor access fo the transferred property to tiiefull ejctent necessajy, in thejudgment ofthe Grantor,: to perform its responsibilities under GERCLA, 7. No iheraber of or delegate to Congress or resident commissioner shall be admitted, to any share or part of this deed Of to any benc^t that may arise herefrom, but this restrictionshall not be construed,to extend to this deed if made; with a corpOiatioiL or company for itsgeneral benefit 8: The Grantee hereby agreesto indemn^ and hold harmless theUnited States, its employees, agi^ts, and. assigns from anylossor .damage and frpm anyliability on account of persoW injury, pmperty damage, or claims for personal injury ordeath arising out ofthe Oraiitee's activities under this deed; 9. The Grantee hereby releases the United States its Departmehts, agenciies, and employ^ from any claim for the^'alue ofpossessory interests,in improyemerits on Water Island whedier the claim is predicate upon the Water Isl^ ma^r lea^ of1952, any sublease, or ahy odierbasis. Thisrelease covers all ahdevery property interest on Water. I^and including the interest inany home ordwelling as may l^ve been constructed by the Grantee andfdie interest in common properties, oh Water Island including by way ofexample roads, docks, and beaches, the ;Ormtee hereby agrees iipt to bring my claim for the vOlue of ai^ alleged pos^sory interest against the:Uiiited.States, its.Departments, agencies* or empioyees in any judicial, administrative, Nitration, or other forum. Plage 4 of 5. IN WITNESS WHEREOF, the Graiitor has. signed this instrumeht^ of the date fir^ writteni iJwvei THE UNITED STATES.OF AMERICA, DEPARTMENT OF THE. INTERIOR Allen P. Staiyman, Director Ofiiee of Inkilar Affairs; By, IN Witness whereof, the Grantee has acknowledged rejsei^ofthi5.instram.CT^^ as of the date, wntten above. THE UNITED .STATES, VIRGIN ISLANDS OFFICE OF THE GOVERNOR Roy L. Schheider rrftiivo requ On this, day of.p^&^t, 1996, before rhe,. personally appeared. Allen jP. Staymah, who acknowledged himselfto. be the iQirector, OfficeofInsular,Affeirs,. United States Department of the liiteridr (D^arhheiU). On behalf of foe Department he,, being authorized to do so executed the foregoing instrument on.behalf ofthe Department for foe pui^s^ therein .cphtained by signing his name. In witness WhereofI hereunto set my hand and official seal Notary Public cominiSsion expires CERTIFICATION The undersigned h^eby certifies foat for recording pu^pses, the cpnsideralion for foe within Conveyance does notexceed $.• ^^ . ' page 5 of.5 O 0 0. ft- to ft Sru ft ft ca us 9 cn JW TTie CAO^^I^ nrroiiM ,R}R eou^nw/TOWj* piioi»ERTv, for ISLAND NO.iO SOUirgSIDE QUMKII •SMHOM^yiR&lN iSUWDS. *«ve^/Tax As^sor Offices n,l??7 Filed S RgCOTded In uffulal Reenrds 8T THIMftS/ST m ttlLHA 0.; m ailTN RECORDER iir DfcESS FlTTESTi (t; hereby certify theit the tbovtf menttoned property/s which) deeding |pQlJIT^«AJiM DEED dated December 12^19-96 < toi. TO GOVERMMENt ClF THE tf.S. VIRGIN ISLANDS. Cadastral Survey/'Tax Assessor Offices Dai^t 1097 Offica the Ueutehant vernor o 0 n 6 S ro ® ts u> Ui Ui EXHIBIT A Comprehensive Plan WAnR ISIAND, ST. THOMAS, OSVI ABRANDED IDKURY RESDRT, MARINA, AND RESIDENCES CONCEPTUAL PRESENTATION - BWGA PLAJMNING AND DESIGN by INNOVATION ARCHITECTURE ... -^1 $ &K 'm\. 1 Plot tot Proipocthro Alr/Sta Tranopotlatlon Hub B PLOTS INCLUDED IN AMENDED LEASE • PLOTS INPURCHASING PROGRAM • PLOTS IN PROCUREMENT CONSIDERATION • SITES FOR UMITED MAINTENANCE • PRELIMINARY SUBMERGED LANDS PLAN A BRANDED LUXURY RESORT, MARINA, AND RESIDENCES WATER ISLAND, ST THOMAS. USVI AIRPORT; GUEST ARRIVAL , CARGO/ \ STAFF PROJECT DESCRIPTION 1. HOSPITALin & RESIDENTIAL Luxury Branded Hotel; 83-11Q Keys (avg. 700sq. ft.perunit) totaling app'o*. S'l.OOO sq. ft. Signature Reeldential Collection:92 totalunits (approx. 250.000 sq.ft.): Villas:204 units (3,d00-6.000 sq. ft.) situated primarlty :i!uiiq ttiu easlctn cuasUine Townhouses: 20 units(avg.3,000 sq. ft.) Condotnlnluiiu: 52 units(avg.3.<IOO sq. It.) HolalFronl-ol-the-Houss: 46.000 sq. ft.encompassing fpcoption. Inunges. signature restaurants. t»aiB.and a lull- service spa. AquaticAmenities: Miiitrple sviimmingand d^ing pools inioqiaisc Vrftli hotel keys, taatunrrg curaled water isatures inrougfiout ttie property. 2. MARITIME « COMMERCIAL HU8 Fuii-Serviee Marina: 120sips withdesignated priority Iwrthing lor registeredWaterIslandresideflts. HarborVillage: 24.000sq. ft.ofcommerciai space Including a chip ch.-indiiiry. ma;jr)e-iilestyie boutiques, and boutiquedining. Transportation Unia: Privatehelicopterand boat translers from the airportdirectlyla the Marina. Available also forailresldenls. Scheduled ierryservice connectingthe NortnPoint(Employee Village} to the SI. Thomas main harbor dock. 3. EMPLOYEE VILUGE & COMMUNITYSERVICES SleH Inlraslructure: Dedicated housing tor 300 employees Including a 'Back-al-House' operations center (150.000 sq. ft.). CommunityRetail &Care: Comprehensrvu services open to aU Vasterittiandresidents, including: • Grocery, sundries, and drug store. ' Medicalemergerrcy center and daycare. ' Personalservices (t>art»f. beairtyshop, drycleaners). - Mreconttoi arrd security headquarters. 4. SUSTAINMIUTY & RESILIENCE Eco-Standards: Designedto L£ED Plabnumand Goldstandards tor p(iwet. puinble water, waste tnanagemaiL and teicconirnurrcalions. Advanced Construction: Utilization of Steel Vokimetric Modular tlvbleiii': tui iicuiiTiurii hurricane resilience: aB structures cdiiipiiani wllhUSauthocrlies and leaturtngdeslgrtatedreluge iipcias tor the island community. ModernInfraslruchire: AllLease area existingand new power linoswill be relocatedunderground. Site Connectlvily:rxtenslve upgrades to allroads on leased lands:developmentot maintained bikeand waOdng paths Uiruugliuulthe property. 6. ZONING & COMPLIANCE DevelopmentLimits:All constructionstrictlyadheres to W-1 I'jiiijii.'ii:;::!:; .iru; icasii niandalos. HeightRestrictions: Structuresare limited to a maidmumot 2 sioiiar..itrovethe groundfloor,notto exceed 35 feet Inheighl. i flOT£L(CUESTS, AMENinES. BOH MItfltNA TOWNHOUSES CQM005 (FOURPLEXESl »IPiOYEE V UA6E mOR STAFF A BRANDED LUXURY RESORT, MARINA, AND WATER ISLAND. ST. T DESIGN VISION-HOTEL A BRANDED LUXURY RESORT, MARINA. AND RESIDENCES WATER ISLAND, SI THOMAS, USVI The hotel's design prioritizes a low-density footpn'nt byminimizing thescale ofitssbvctures. Asthedeveiopment ascends thehillside, buildings arelimited toapproximateiy 12keys each,serviced bydedicatedmechanical dansport. To preserve thelandscape, nostructure exceeds two storiesabove theadjacent grade, ensuring a subtle visualprofile when viewed from theharbor andwater's edge. DESIGN VISION - RESIDENCES ABRANDED LUXURY RESORT, MARINA, AND RESIDENCES WATER ISLAND, ST. THOMAS, USVI 'if-* '*'f n 3 DESIGN VISION - EMPLOYEE HOUSING/NEniL ABRANDED LUXURY RESORT, MARINA, AND RESIDENCES WATER ISLAND, ST THOMAS, USVI 1 Volumetric Modular Construction (VMC) VMC is an offslte building method where fuiiy enclosed 3D modules complete with structure, MER and finishes are fabricated In a controlled factory and thentransportedfor rapid on-site assembly. Used widely in residential, hospitality, healthcare, and student housing, itenables highly repeatable andefficient design. VMC offers faster build times (up to 50% quicker through parallel factory and site work), lower and more predictable costs (reduced labor, bulk material purchasing, and significantly less waste), higher quality and safety through controlled production, and greater sustainability with reduced environmental Impact. It also provides flexible, customizable, and potentially relocatable building options. Challenges remain In areassuch as transportation logistics and high-rise seismicdesign. © SPEED: Up to 50% fasterthan traditional construction Irv TRAFFIC: 90% fewer transport vehicletrips m WASTE: 70% reduction In construction waste = PERFORMANCE: 30% better thermal performance i MODUmIiGliNSlhUCTION HND SCHEDHIS A BRANDED LU! WATER ISLAND (DRY FlESGRT, MARINA, AND RESIDENCES Stti-omas, usvi Task Name Pro:u'erieMl of EiiijiptViOiU Mobilize to the Islanu reiir..iic. Sigiiciuo Luiliis Cnmoii Dredge and Salvage Pond Mlil'.-.ii Limits o! Di>!..rhn!Kc' Floabrjg Dock g112 Develop Areat: OiP i^vil and infrastructure Phase 2 Cleatmg and Scauf.inc; t Holel Foundations ^f)ase't Clearing andScanlyiiuj Civil. Roads. Crane Pail'- :Marina Consiructimi Phase 2 ContUnrnliDii Landscaping PI P2 Project Closeini' 2,028. 2029 CONSTRUCTION SCHEDULE THROUGH 2029 GUANGEKDNG OMC-~.=udL- BUIL0IN6 CONSTRUCTION ModularStudyandApplication tobemore sustainable andresilient, reduce time andcosts, enhancequality, andallow theprojecttobe developed, with seamless qualityassurance providedbyIntertek, a third-p^ Inspector with an establishedtrackrecordwith ourmodularmanufacturer. Hilton PrtnM ft CenMtnMI autWteHa eaMrma ft BoMnIABomI At; Are|MtMK«t*lprol*et-W«MrMlai>dLuni>yRM«>ttLTIi«inn,UnlM8UIMVIisMta]Mid« (-PrepOMd HMtT) DwSt«v«rt. I«n MfeghtM« coiftin (hiQu^ H> Mr HHsn a n tapianng SMpBUMty o( tfMtoemg « Iwy rann and itMnn eonocn w«i «n* of ow luuy bnMi n piftnarahw M you « WUK NUnd.SL ThoniM. USVLWa an noo raadjr U <roM on 10aw nnl tltgt lOrt i<n«ocan« ra praiaa U mau MB •a poaaao maanpany aa «na «(«a aaaa^g amny laaoib 01M Carcoaan. HRontaa a Mipalandmt IMory Inma CafUaan B*! oia iM hotalouOUama coMlnanlal IMd Buaaa tamg ta Carfea Hftonm San Juan. Puano RicabWi openad in 1»t». Wa'va ataaya eaan Vang bateoara m «a Ca«MM aailial and <aa Walai bland aa a Maue near oaWnaliai lo oSar« our toiial cuasnai baaaol 210 maon iramMia To sororua amiWc Ida ascomg cppaibBit)t. aa aauld naad U ecnduS cur aOndaia dua dtoanca and iBMaaanr eaar aralacae maetiab mai you batM amdOaa uaaU inatakiaais *>• pretaO- Our mofvamara. ano-M <m raacn agcaanard. wouH ba an ma baaa oC our Handan manaoairaraagraamanaandBBiidbaaiatcaiotonimaaaabbionil. Wa ax* loiBarOlo conpftulng a Bit Ji .Uonnbia ot ma Wual ft bMn aaner bi ma USVIIn aarlnanWp wm you and umng Odaprooany cB>ana of our moal ocu^dMr laaena In ma laoiDnmrou^ alayaMd daalgn locuiao on ardanciin «uaat aipananoa. Shouldy«u hava any quaabonaconetfTbig mb Mtar. Iwouldba happy lodlaaaa moaa wMiim SInoamy, HILTON WOftLOmOe MAHAOe UHITES Br W—ia: LdubJoianal TMa: OayabpmanCaifebaan a • wnw Uma vsvtu-n Onwi ^motf Sinn Minor. FAIA. RIBA. Prlaoipal Blao«aler-<nobBl Adibon, LLC Slaiaoia hha«»atotualBballlt.toni 20 hcbnaiy 2U26 Rn blarrlotl F.tprntlaa of lolarnl-Walcrliland, Si. Tbomao, VSVI. Fiillnwingiiur reccnl meetingand rcMcw"Tlh« prwpnwdmaucr plan, are pleaaedm fiiniMlly expma »urinicreit] inponieipaling iniheilcrdnpmcninfa hcandcii Iratsy n>curLinahna.and oigiunire midcntiil nlTchnf nn Wucr Itland. 8«<d nn the pidiminary <iipe ahared - includinf a luxury hniol. branJrd rcxidonccx. mariao infradructure, and Ihoa»>oculcdatiK-nilio rcvjuirnllo mc« imefTouninal livc-am dandiuili -- Ntimi«l iMrniahunaluouJd he rncloMd m ptupuaeoneuf lUnnal excluHvciuauryhiank. The Si. Regia.aaa poleiual llag Torihe do clupmoBl. Tbb currefporhknccisimoodeilwlely luidrmati/oourDacrcNandwiUinpaossloproueeduiibftatba dhsTmiumlouwddrwturingdefiniiixe apccmenu.SuchapecmoHi mwldoubtith Ihcvnmcnercial terms and cundilimis pmonung any polenltal coHabonuion and wsxildbe subject ti>standard inrenul ^•prosals. leasibililyastcvononis.die inspeciiorts. and due dtlipenccproeesio. Klarrisntmainuins a sinmp pfesmec in U.S. Virgin Islands and contimics to esaltatc opporturtittes to expand itsrnmprini uiihinIhelerrilrey. TheprefMsed Water IslanldevdofmeM leiatneiatacnmpdiing opporlonity 1st tntntdttee an letmic lusurybrandthatcoulddebvermcaningrul economic impmiand cinaicdiedestination's global pmiiiontiig. Please accept this Idler as a Minbinding esprcssisinoT bslcicsL sstfejed k>Manisdl's cudoniary esBltialioa pmceduriMand cufponite apinnval pttK-esses. Welust): furssatdlo advancingiliscussKins and cxplufiiigtlwiippununUy to bepiin uTlhisesdlingotd tnnslrimtaiive pnijeiA. Yom sincerely. Paula Cetriib Signed by; LEHERS FROM HOTEl COMPANIES A BRANDED LUXURY RESORT, MARINA, AND RESIDENCES WATER ISLAND, ST. THOMAS, USVI KWJ Fdiniaiy 9.2026 Via-FJsKtroBitMail Steven Miller Principal INNOVATION Architecture LLC Coral Gobies. Florida Rc; ftopoaed; Park Ilvalt Hotel and Resideiifw in Wiitr Itland. ^;S\^ Dear Mr. Miller: Weare follcnving up on uur recoildiacussions rcganliitg thepntposed luxury tcxorl andresHkncct pruject 10be ilevelupcd i>ii Water tslanil. USVI by yourcontpsny. This idler conDnns thatbased on our uitderaartiltng safthe narkd and your initialdescription oTthc project,svcarcpleasedlo express our preliminary interesiin I'unherevaiitaltng ihedevelopinent ol'a ParkHyariResortand Residences on the prupsucd site. Please note ibai this Icncris only an expression of our interestu>hmhcr evaluate this oppominiiy and does not cnraie any legallyhmdingubiigalinn on iiyatl. You should nol rely on this teller,or any furtherdiscussionsregarding ihispoienliallransoL-tioniu anagreement. aFTeTorcuminitmtmlby Myall 10oner into any ininsactionwith rmipecl lo this pruject. We look forward lu coniiruingiiur discussionsu iih yuu. Sincerely. Camlb Btrianoa Head of [>evelopnMBi LaiiBAnMrka A ike Cbrtbbtaa Hyatt iBlcraatloftal lac. Steven Miller, FAIA, RIBA, Principal Manager For morethanfour decades, hehas traveled the world as both anarchitect and real estatedeveloper, shaping the skyline of luxury hospitality across continents. His career has taken him from die deserts of Abu Dhabi and Dubai to the historic cities of Florence and Prague, and onward to destinations as diverse as Riyadh, Egypt, Bali, Zanzibar, and the United States. Among his many achievements, he played a leading role in the early development of several iconic properties, including the fvlandarin Oriental, Augustin, and Le M^ridien hotels in Prague: die Threadneedles Hotel in London; and thePark Hyatt in Milan. His collaborations spansomeofthe most prestigious brands in hospitality: Park Hyatt, St. Regis, Ritz-Carlton, Marriott, Intercontinental (iHG), and Hilton, helping to define their standardsofdesign excellence andguestexperience. Beyond his global practice, heshares his eiqjertise as a Professor atthe University of Miami's School of Architecture, where he teaches in the Master ofReal Estate program. As a lecturer and Studio Head, heguides future leaders in the development and design of international hotels, bridging theworlds ofdesign, construction, and investment. Arecognized innovator in volumetric steel modular construcWon, he has worked closely with Hilton, Marriott, and other major hotel groups to advance this modern building method—enhancing quality, accelerating project delivery, and achieving greater cost efficiency. His work continues to push the boundaries of how great hotels are conceived, built, and experienced around the world. Terry Smith, Principal Manager An accomplished professional with a distinguished record ofstrategic leadership andfinancial insight, hebrings decades ofexperience driving organizational success across diverse business sectors. Throughout his career, he has led mutti-biliion-doilar projects, guided large-scale teams, and implemented cost-reduction strategies that have strengthened operational performance and long-term growth. A dynamic business development leader, he has a proven ability to identify and seize new market opportunities, foster lasting client relationships, and deliver sustained revenue expansion. His expertise spans the full spectrum of real estate development—overseeing financial performance, operations, and construction management to ensure seamless execution from initial conceptthrough completion. Known for hisstrategic approach to partnerships and negotiations, he hassuccessfully structured and managed complex contracts that align with corporate objectives and enhance organizational value. His career reflects a consistent commitment to excellence, innovation, and measurable results inevery aspectofbusiness leadership. • Master planning for $2 billion USD muscat resort. 5,000 homes, 1000+ keys for4*/5*resorthotels • Salam Yiti, 1,120acresofdevelopment &construction. $4.4 billion USD • Dubai Pearf Mini-City $10 billion USD DEVELOPMENTTEAM A BRANDED LUXURY RESORT, MARINA, AND RESIDENCES WATER ISLAND, ST THOMAS, USVI r INNOVATION AHCHilbCIUHE Steven Miller, FAIA, RIBA A practicingarchitect withmore than 60 years of professional experience, he is now a Principal at INNOVATION Archhecture, a firm based in CoralGables. FL.And is a Professor at the University of Miami School of Architecture. Overthe course of his career, he has led work through his own practice. Planning and Design Consultants, and has servedas a Regional Director atintemationally recognized firms including KPF, PerWns Eastman, and FXColiaborative. His portfolio spans intemational hospitality, adaptive re-use, urban planning, modular construction systems, residential planning, and real estate development. He has contributed to majorprojectsincitiessuch as London. Prague. Milan, Dubai, Riyadh, and Bali, bringing a deepanddiverse expertise to both architectural and real estate protessionals. Gustavo Ribeiro, AIA Founder arul partner ot Sito Arquitetur, an award-winning practiceestablishedIn Brazil. Gustavo spent30 yearsleading thedesign of residential, commercial, retail, maB, mixed- use, hospitality, cultural, and planning projects tCFtallng moredian 10 miSion square feel in 2024, he relocatedto the UnitedStates and. together with Steven MiDer, founded INNOVATION Archiiecture. a firm focused on desigrring and delivering high-quality projects with aglobal perspective andreach. Heisalso Uie founder and President oi AIA Latin America and serves as an At-Large Director for AIAIntemational. He Is a licensed architect In Texas and Florida. ARCHITECTURE TEAM A BRANDED LUXURY RESORT, MARINA, AND RESIDENCES WATER ISLAND, ST THOMAS, USVI Zac Cronin, AIA Assoc. A2024 graduateof the University of Miami's School of Architecture, he was recognized withthe FacultyAwardlor OutstandingUpper- lev^ Student Design for his modular city project, which re-imagined shipping containers as building blocks lor a resilient urban environment adaptable to rising sea levels. He is currently engaged in the planning and designofhotels,resorts,and studenthousing, with a focus on volumetric steel construction. i Exhibit B Description of Leased Premises Exhibit B - GVI Water Island Parcels M ( I ION OM. - 2IM4 W II)( -CXI TRANSFERRED BACK TO GVI TRANSFERRED BACK TO GVI I <il;il Xd iAiui- III \\ IDC CirridiI 1 i;i-.i' SECTION TWO Per Lease Amendment - 2026 Total Additional Acearage W \SUBU> \Acreage Tract B B-l B-2 2.317 B-3 0.88 B-4 0.51 B-5 B-6 1.14 B.7 6.339 B-8 0.255 |B-9 0.339 B-IO 0.138 B-ll 0.999 8-12 7.3 B-13 3.932 B-14 6.578 B-15 0.988 B-16 0.207 B-I7 0.376 B-18 0.037 Total Tract B acres 32.335 Lot 24 0.592 Lot 25 0.900 1.492 Flamingo 8 0.118 9 0.124 10 0.101 14 0.119 16 0.159 18 0.182 19 0.138 22 0.092 25 0.082 26 0.079 Total Flamingo 21.494 Tract C total acerage 11 Catchment Area 2.527 \ Total Tract C and Catchment i3.S27| 1 Area V Area Y Area V-1 Area V-2 Tract E Area W AreaX Area I Area L AreaN Area M Area M-l AreaK&O Area P Tract A Tract D Area A Area R Area S Area T Tract F & G PlotD Carolina Ft FtSegara 20 II 0.283 1.062 0.33 0.518 0.575 0.84 3.278 1.5 2.5 1.5 16.157 4.419 3.003 33.793 23.253 2.7 5.23 3.472 0.322 10.562 0.873 I46J793 UNITED STATES VIRGIN ISLAMDS^^^*' —. stsc sou I i jJarU—- >.•. ^^^52si'kt3»b: •pcdia«:tLr:* irTTOirrnrr'.i irCTrr^T^^n (i«fatoU>THbB4» urf [StiyHa^ •fr^i rvTTTTTel •EiHivr^.Tvi • ITTT^T •rrrarTiT.'Tvi ••kUjii.Ti^'vnn (Rftri»LOrN»ft-T> - SIffCT 1 ' (itfcr«U7TNo.M) s-BEe^s •msm nTTTTTCT m:mw^Mr'iiu>irt rym FTTiTTm mfm»T*rantrr;^*-! mCfcCURVETABUS (SCioIoFsEm) m KaiT^<iv".'''i-'«4 •irBmrarrrmvi •» M fT*r« rr^/Tin •'IMgTT^fTTTTT-V-l •t: JH tT*7arrrrrvi •w-i'-rac :i«M KCXinr-LiiL:;-!';! K^aniMiMia W*'*' rd—JT mzmnogm-r-rm •1*1 ET3r^rrr.i M;WKTTtm'Atf'.!OTa • u w gii.gj » !.•'«• «T«1 ajrS rOUn KT 3CAt£ X^^V f jPtAtwr {t mt>4i ftM m'yp^jf f*t mftM! # ^jjjum B m rtm Mt A'vtfr ak *9 D /AP' f9€** r9^tt^€n^ 90t s9fwr r. O urtm 9 ctkdrtjt nAti t nu^p ♦ M m9 tecvpf^rt rmfAM /•*«» 0S99 ««9 "U wic m ST MwAi «i oom the Rentainder ofTRACT "B" <tod«At»U>TS No. B-« ifac« B-l8aod34A25) •nd R.O.W.Put«HNo.B-$6B*l9 •nd An Un-5iirvc)^Portlonor WRsrliltad WOrr Ultra! (LnPiwIdam) No. lOSsgdaUeQimr SLflwt.U.S.VlitiBliipfc r OJII-XIS is ll mui' m i nu ttktr w InlStBLOTNaB-lll UBEAsyaaiasia [JdEtlaLOTNorSlil lltTflTHfTTtTfUnir s/rr KLO.W.rMdN&»l*> cjumr -rur WT M B'I7 AM Mfn A sescCT tar** B-U eS7a Arn The Remtinder of TRACT "B" (lacMaCUm No. B-« ttn ILO.W. PKetiNs.D.5Jl&.|9 tad AaUa-SitfvaytdPtKtiooefWilertjliBd Wiwl»lwdat>tg»i<)caw) No-IOScaHuidaOMnw s<.'niiiMi.U.S.Wnitii»iMid» r»S!n TTTUx i" sT- EXHIBIT B-1 Catchment Area & Tract C WATER ISLAND DEVELOPMENT COMPANY, LLC SUPPORTING BUSINESS DOCUMENTS (X ) Financial Statements/Business Plan EXHIBIT A ( X ) Business License Expires: 06/30/2026 IN/A ) Certificate ofLiability Insurance (ifalready on proDertvt Expires: N/A ( N/A ) Articles ofIncorporation (X ) Articles ofOrganization ( N/A) Certificate of Limited Partnership ( N/A) Tradename Certificate (ifapplicable) Expires: N/A ( X ) Corporate Resolution/ Memo Authorizing Signature Dated: 4/20/2026 Expires: n/a (X ) Certificate ofGood Standing Dated: 06/30/2026 Expires: 06/30/2026 (N/A ) Certificate of Existence Dated: N/A Expires: n/A ftSSlNG4 THE GOVERNMENT OF THE VIRGIN ISLANDS DEPARTMENT OF LICENSING AND CONSUMER AFFAIRS BUSINESS LICENSE .V KNOW ALL BY THIS PRESENT • ''"rciN That,in accordance with theapplicable provisions ofTitle3 Chapter 16andTitle 27V.I.C. relating to thelicensing of businesses and occupations, and compliance havingbeen made with the provisions of 10 V.I.C. Sec. 41 relating to the Civil Rights Act of the Virgin Islands, the following license is hereby granted. Licensee: WATER ISLAND DEVELOPMENT COMPANY, LLC Trade Name: WATER ISLAND DEVELOPMENT COMPANY, LLC Mailing Address Physical Address P 0 BOX 6347 CHARLOTTE AMALIE ST. THOMAS VI 00804 36A2-37A DRONNINGENS GADE CHARLOTTE AMALIE ST. THOMAS VI 00802 Business No: 27754 License No: 1-27754-1L Types of License(s) Business & Management Consulting Development & Sale of Own Property As provided by law, theauthorized licensing authority shall have the power to revoke or suspend anyLicense issued hereunder, upon finding, after notice and adequate hearing, that such revocation or suspension is in the public interest; provided, thatany persons aggrieved by any such oecision of this office shall beentitled toa review of the same bytheTerritorial Court upon appeal made within (30) days from thedate ofthedecision; provided, further, that all decisions of this office hereunder shall be final except upon specific findings by the Court that the same was arrived at by fraud or illegal means. 12025 Ifa renewal isdesired, theholder is responsible formaking application forsanie without anynotice from this office. It is the responsibility of the Licensee to notify the Department inwriting within (30) days, when a license is to be cancelled or placed in inactive status. Failure to do so will result in the assessment ofpenalties as authorized by law. Valid from 06/01/2025 until 06/30/2026 Printed on Issued at Fee 11/26/2025 St. Thomas.V.I. 487.50 H. Nathalie Hodge Commissioner, Department of Licensing and Consumer Affairs THIS LICENSE MUST BE PROMINENTLY DISPLAYED AT PLACE OF BUSINESS Government of The United States Virgin Islands -O- Office ofthe Lieutenant Governor Division ofCorporations & Trademarks Business Entity No. 584028 CERTIFICATE OF GOOD STANDING To Whom These Presents Shall Come: I, the undersigned Lieutenant Governor the United States Virgin Islands, do hereby certify that WATER ISLAND DEVELOPMENT COMPANY, LLC has filed in the Office of the Lieutenant Governor the requisite annual reports and statements as required by the Virgin Islands Code, and the Rules and Regulations ofthis Office. In addition, the aforementioned entity has paid all applicable taxes and fees to date, and has a legal existence not having been cancelled or dissolved as far as the records ofmy office show. Wherefore, the aforementioned entity is duly formed under the laws ofthe Virgin Islands ofthe United States, is duly authorized to transact business, and, is hereby declared to be in good standing as witnessed by my seal below. This certificate is valid through June 30th, 2026. Entity Type: Domestic Limited Liability Company Entity Status: In Good Standing Registration Date: 02/11/2014 Jurisdiction: United States Virgin Islands, United States Witness my hand and the seal of the Government of the United States Virgin Islands, on this 21st day ofNovember, 2025. z7es v\n5 112120250081 Tregenza A. Roach Lieutenant Governor United States Virgin Islands RESOLUTION OF THE CLASS B MANAGING MEMBERS OF WATER ISLAND DEVELOPMENT COMPANY, LLC The undersigned, being all of the Class B Managing Members of WATER ISLAND DEVELOPMENTCOMPANY, LLC, a U.S. Virgin Islands limited liability company (the "Company"!, hereby adopt the following resolutions by written consent in accordance with the Company's Operating Agreement: WHEREAS, the Class B Managing Members as of the date of this resolution are as follows: Stephen Evaos-Freke and Tim Barber (collectively,the "Managing Members"!:and WHEREAS, pursuant to Article 7.01 of the Company's Operating Agreement, the Company is managed by itsBoard ofManaging Members, which exercises fullandcomplete authority onbehalfofthe Company, including the power to contract to sellallthemembership interests intheCompany; and WHEREAS, the Company holds a leasehold interest inrealproperty known asTractBconsisting of approximately 33.1 U.S. Acres and Tract C consisting of approximately 11.9 U.S. acres, and the Catchment Area consistingof approximately3 acres, respectively(the "Property"!: and WHEREAS, the Managing Members of the Company, acting in their capacity as Seller, have contracted to sellallofthemembership interest in theCompany (the"Membership Interest"! to Bluewater Global Advisors, LLC, a Floridalimited liability company ("BOA"!, as Buyer, pursuant to that certain Membership InterestPurchase Agreement datedonor aboutApril20,2026 and attached hereto asExhibit A (the "Agreement"!, including all accompanying leasehold interests, entitlements, intellectual property, and otherassetsof the Company, on thetermsand conditions set forththerein;and WHEREAS, the Agreement requires, as an express pre-closing condition, thatthe Company enter into that certain Reinstatement and Amendment to Lease between the Company, as Lessee, and the Government ofthe Virgin Islands, asLessor, concerning theProperty, asattached hereto asExhibitB(the "Reinstatement and Amendment to Lease"!: and WHEREAS, theCompany desires to enter into theReinstatement and Amendment toLease with theGovernment oftheUnited States Virgin Islands concerning theProperty, which theBoard ofManaging Membershas reviewed and determinedto be in the best interestsofthe Companyand its Members;and WHEREAS, the Managing Members havedetermined that,solely as an accommodation andpre- closing concession to Buyer and solely as an inducement arising from the covenants, obligations, and consideration setforth intheAgreement, andfornoother reason, it isinthebestinterests oftheCompany toauthorize asingle, named, limited agenttoexecute the Reinstatementand Amendment toLease on behalf ofthe Company; and ¥ «^ater Island Development Company, LLC 'WHEREAS,theManagingMembersintendthat suchlimitedagencyauthorization shallbe strictly confinedtodieexecutionand deliveryofdieReinstatementand AmendmenttoLease and ^all conferupon the Audiorized Agent (as defined below) absolutely no otherright, power, authority, claim, or interest of anykind withrespect to theCompany, itsassets, itsbusiness, or itsMembership Interest; and WHEREAS, the Company's agreement to appoint the Authorized Agentis expressly conditioned upon, and madesolely in reliance on. Buyer's obligation underthe Agreement to consummate the closing and pay the fiill purchase consideration in accordance withthe terms of the Agreement by no laterthan June 1,2026 (the "OutsideClosingDate"Land but for Buyer's said obligationto close and pay in full by die OutsideClosingDate,die Company wouldnothaveagreedto providethislimitedagencyauthorization under any circumstances; and WHEREAS, for the avoidanceofdoubt;this Resolutiondoes not authorizethe Authorized Agent to: (i)execute anydocument otherthantheReinstatement andAmendment to Leaseinthe form presented andapproved bytheManaging Members; (ii)bindtheCompany toanyobligation notarising directiy from theexecution oftheReinstatement andAmendmenttoLease; (iii)represent, pledge, encumber, transfer, or otherwise dealintheMembership Interest oranyassetoftheCompany; or(iv)actinanycapacity onbehalf of the Company afterthe Reinstatement and Amendment to Leasehas been duly executed and delivered; and WHEREAS, the Company intends that this limited agency autiiorization shall terminate automatically and witiiout further action upon tiie earlier of: (a) the execution and deliveiy of the Reinstatement andAmendmenttoLease; (b)thetermination oftheAgreement inaccordance withitsterms; or (c) June 1,2026, whichever first occurs; and WHEREAS, the Board ofManagingMembershave determinedit desirable for the Companyto sell itsMembershipInterestpursuantto the termsand conditionsofthe Agreement(the "Transaction");and NOW, THEREFORE, BE IT: RESOLVED, thatthe Companyshallapprove,consent,ratify,adoptandwhollyagreetoenterinto the Agreement for the sellingof the Membership Interest, including assigning its leasehold interestin the Propertypursuantto terms and conditionsoftiie Agreement;and it is furtiier RESOLVED, that the Companydoes hereby consent and wholly agrees to sell the Membership Interestto the Buyer pursuantto the terms and conditionsofthe Agreement;and it is further RESOLVED, that the Company is hereby authorized and directed to enter into that certain Reinstatement and Amendment to Lease Agreement with the Government of the United States Virgin Islands, in the form attached hereto as ^chibit A RESOLVED, that, solelyas a pre-closingconcession inducedbythe consideration andobligations setforth inthe Agreement,and strictly limitedto the purposeset forth herein,the Companyherebyappoints MR. STEVEN MILLER ("Authorized Agent**! as the Company's limited authorized agent for the single, M/ il^aterIslandDevelopment Company, LLC ^usive, and non-delegable puq)ose ofexecuting and delivering theReinstatement and Amendment to Leaseon behalfof the Company, in the form approved by the Managing Members and attachedheretoas ExhibitA, and for absolutelyno other purposewhatsoever; and it is further RESOLVED, that the authority granted to the Authorized Agent is: (i) strictly limited to the execution and delivery of the Reinstatement and Amendment to Lease in die form approved by the Managing Members; (ii) non-delegable and personal to Mr. Steven Millen (iii) not to be construed as a grant of any ownership interest, membership interest, management authority, voting rights, economic interest, or any odierrightor interest in the Company; and (iv) subject to inunediate revocation 1^ the Managing Members at any time prior to execution and deliveryof the Reinstatement and Amendment to Lease; and it is further RESOLVED, that uponthe execution and delivery ofthe Reinstatement and Amendment to Lease, or upon terminationofthe Agreement, or upon June 1,2026, whicheverfirst occurs,the limitedagency grantedto die Authorized Agentshallterminateautomatically and be of no hirtherforceor effect, and the Audiorized Agent shall haveno ftirdier right, claim, authority, obligation, or ^ency with respect to the Company,its assets, or its MembershipInterest; and it is further RESOLVED, that this appointment is made solely becausethe Companyhas been inducedto do so bythe covenants,obligations,and considerationin the Agreement,and the Companyexpresslyreserves all rightsandremedies it mayhaveundertheAgreement; and it is further RESOLVED, that the Agreementis in the best interestofthe Company,and the Companyhereby ratifies and approves all past actions of the Company in furtherance of completing the transaction contemplated in the Agreement, including but not limited to executing all necessary instruments, certificates, lease assignments and other documents; and it is further RESOLVED, that STEPHEN EVANS-FREKE and HM BARBER, acting joindy, are the Board ofManagingMembers fortheCompany forthepurpose ofexecutinganddelivering anyandallcertificates, assignments, affidavits, amendments, waivers, and any other documents necessary and proper for die consummation of the sale of the Membership Interest of the Company including the leasehold interest assignment ofthePropertypursuantto theAgreement, andto takeallsuchotherstepsasmaybe necessary, required, or advisable inorderto carryoutthe purpose ofthisResolution andto fully consummate the sale ofMembership Interest andleasehold assignment of theProperty inaccordance withthe Agreement; and it is further RESOLVED,that all documents executed by, and all actions takenby, the Boardof Managing Members on behalfofthe Company in coimection withthe Agreement and/ordie leasehold assignment of the Propertyshallbe bindingand legalobligations ofthe Company and thatthe execution thereofshallbe conclusiveevidencediat suchBoard ofManagingMembersdeemsthe provisionofsuch documentsto be in die best interestofdie Company. Water Island Development Company, LLC IT IS CERTIFIED, thatthecurrent Certificate of Good Standing, Articles of Organization, and Operating Agreement of the Company, including any amendments diereto, provided on or before the closing dateoftheTransaction, aretrueand accurate copies; and IT IS FURTHER CERTIFIED, that said resolutions have not been in any way amended, annulled, rescinded or modified andthatthesameareinfullforce andeflFect onthedatehereof; and rr IS FURTHERRESOLVED, thatthisJointResolution maybeexecuted incounteiparts. [Signature Pages Follow] ^^^ate^ IslandDevelopment Company, LLC IN WITNESS WHEREOF, as ofApril 20, 2026, the undersigned have executed this Joint Resolution for the purpose ofgiving their consent thereto and approval thereof. WITNESSES (tworequire(^: Water Island Development Company, LLC's CLASS B MANAGING MEMBER: Witness #1 Signature: ^iUicaa Trx Witness #1 Printed Name Witness #2 Signature: Witness #2 Printed Name STEPHEN E^^s-:FREKE u TERRITORY OF THE U.S. VIRGIN ISLANDS ) ) ss: ACKNOWLEDGMENT ) DISTRICT OF ST. THOMAS & ST. JOHN On this 20th dayofApril 2026, before me theundersigned, personallyappeared STEPHENEVANS- FREKE known or proven to me to be the person whose name is subscribed to the within instrument and acknowledged under oath that he executed the same for the purposes therein contained. IN WITNESS WHEREOF,I hereunto setmy hand and official seal Notary Public . My Commission Expires: ^ (r My Notary No.: Michael Pattwell, 10, Casement St., ClonaWltv, Co Cork, Ireland, P85 EH05 Notary Public &Commissioner forOaths Forthe Countyof Cork, Ireland Commtesioned for Ufe