JAVA EXPRESS INC (Form: 8-K, Received: 04/05/2013 12:39:51)

4626 North 300 West, Suite No. 365

Provo, Utah 84604

(Address of Principal Executive Offices)

(801) 705-8968

(Registrant’s Telephone Number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see general instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

FORWARD LOOKING STATEMENTS

This Current Report contains certain forward-looking statements, and for this purpose, any statements contained in this Current Report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially, depending upon a variety of factors, many of which are not within our control. These factors include, but are not limited to, economic conditions generally in the United States and internationally, and in the industry and markets in which we have and may participate in the future, competition within our chosen industry, our current and intended business, our assets and plans, the effect of applicable United States and foreign laws, rules and regulations and our failure to successfully develop, compete in and finance our current and intended business operations.

NAME REFERENCES

In this Current Report, references to “Java Express,” the “Company,” “we,” “our,” “us” and words of similar import refer to “Java Express, Inc.,” the Registrant, which is a Nevada corporation, and where applicable, include the current and intended business operations of ANEW LIFE, INC., a Utah corporation (“ANEW LIFE”), our acquisition of which, by merger, is discussed below under the heading “Merger” of Item 1.

Item 1.01 Entry into Material Definitive Agreement.

DESCRIPTION OF THE MERGER

Introduction

We were organized under the laws of the State of Nevada on December 14, 2001, for the purpose of selling coffee and other related items to the general public from retail coffee shop locations. We were unsuccessful in these endeavors and have had no material business operations since 2006.

Merger Transaction Documents

The summaries of the Merger Transaction Documents and the other agreements, documents and instruments related to the Transaction Documents or otherwise described herein and filed as Exhibits to this Current Report and which are incorporated herein by reference do not purport to be complete and are qualified in their entirety by reference to such Transaction Documents, agreements, documents and instruments that are summarized. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them under the Merger Agreement or other instrument referenced; and in some instances, for clarity, certain Exhibits to the Merger Agreement or other instruments that are filed herewith as Exhibits are named and defined otherwise than in the Transaction Documents or in those instruments. See Item 9.01

Merger

On March 29, 2013, Java Express, Inc., a Nevada corporation (“Java Express”), its newly formed and wholly-owned subsidiary, Anew Acquisition Corp., a Utah corporation (“Merger Subsidiary”), and ANEW LIFE, INC., a Utah corporation (“ANEW LIFE”), executed and delivered an Agreement and Plan of Merger (the “Merger Agreement”) and all required or necessary documentation to complete the merger (collectively, the “Transaction Documents”), whereby Merger Subsidiary merged with and into ANEW LIFE, and ANEW LIFE was the surviving company under the merger and became a wholly-owned subsidiary of Java Express on the closing of the merger (the “Merger”). Effective March 29, 2013, the respective Boards of Directors of Java Express and ANEW LIFE, along with Java Express, as the sole stockholder of Merger Subsidiary, and ANEW LIFE’s founding stockholders owning 33,275,000 shares of the outstanding voting securities of ANEW LIFE or approximately 89.8% of ANEW LIFE’s outstanding shares, approved the Merger by written consent, and the Articles of Merger were filed with the Department of Commerce of the State of Utah on such date, which was the effective date of the Merger (the

“Effective Date”). Under the Merger Agreement, assuming none of the holders of the remaining 3,762,369 shares of ANEW LIFE exercise dissenters’ rights under the Utah Revised Business Corporation Act (respectively, “Dissenters’ Rights” and the “Utah General Corporations Act”), Java Express will issue 37,037,369 shares of its common stock in exchange for all of the outstanding shares of common stock of ANEW LIFE, on a one share for one share basis. ANEW LIFE had no other outstanding stock options, warrants, preferred stock or securities on the closing of the Merger. Assuming that none of the ANEW LIFE stockholders exercise dissenters’ rights under the Utah General Corporation Act, post-Merger, there will be 40,797,441 outstanding shares of Java Express common stock. Current Java Express stockholders will own 3,760,072 of these shares or approximately 9.2% of the outstanding voting securities of Java Express; and ANEW LIFE stockholders will own approximately 37,037,369 of these shares or approximately 90.7% of these outstanding voting securities of Java Express, approximately 81.5% of which will be owned by ANEW LIFE founders. The ANEW LIFE non-founding stockholders whose written consents to adopt the Merger were not sought prior to the closing of the Merger, will be provided with notice of their respective rights to dissent to the Merger under the Utah General Corporations Act on or before April 8, 2013, or not more than 10 days from the closing of the Merger, which will allow each such non-founding stockholder 30 days in which to advise Java Express of an intention to dissent to the Merger. Failure to respond in such 30 day period will constitute a waiver of dissenters’ rights under the Utah General Corporation Act. 291,431 and 1,942,880 of the 3,762,369 shares (a total of 2,234,311 shares) of ANEW LIFE non-founding stockholders are respectively owned by Randall F. Pearson and Glen S. Dickman, neither of whom is expected to exercise applicable dissenters’ rights. Mr. Pearson is a director and our current President; and Mr. Dickman is a director and our current Secretary. The founding stockholders of ANEW LIFE, who collectively will receive and own 33,275,000 shares of our post-Merger common stock, were required to execute and deliver a Form of Lock-Up/Leak-Out Agreement that was a condition of ANEW LIFE’s Board of Directors to the issuance of their respective shares of ANEW LIFE; the continued validity of these Lock-Up/Leak-Out Agreements respecting the Merger Consideration in the form of Java Express common stock exchanged under the Merger Agreement for ANEW LIFE common stock was a condition precedent to the obligations of Java Express under the Merger Agreement. See the heading “Lock-Up/Leak-Out Agreements” below. Also, see the following Capitalization Tables for additional information about the Merger, and Item 9.01, where a copy of the Merger Agreement is filed as an Exhibit.

CAPITALIZATION TABLE OF

ANEW LIFE, INC.

Non-founding stockholders of ANEW LIFE have “piggy-back” registration rights to have up to 25% of their respective stockholdings included in any registration statement filed by Java Express with the Securities and Exchange Commission (the “SEC”), on a pro rata basis, at our cost, and subject to pro rata cut back, by any underwriter or the SEC under SEC Rule 415, excluding registration statements on Form S-4 or S-8 or any other SEC registration form that does not permit registration of resales of securities.

CAPITALIZATION TABLE OF

JAVA EXPRESS POST-MERGER

Material Relationships between Our Affiliates and ANEW LIFE

The following are the material relationships between each of our affiliates and ANEW LIFE:

Kraig T. Higginson, a founder of ANEW LIFE, is a creditor of Java Express, having loaned Java Express an aggregate of $20,050 during the nine month period ended December 31, 2012, and the fiscal years ended March 31, 2012, and 2011, all of which is still outstanding. Mr. Higginson was the beneficial owner of 750,000 shares of ANEW LIFE common stock on the closing of the Merger and a founding stockholder of ANEW LIFE.

Mark Sansom, a founder of ANEW LIFE and the beneficial owner of 500,000 shares of ANEW LIFE common stock on the closing of the Merger, owned approximately 336,668 shares of common stock of Java Express just prior to the closing of the Merger, which then represented approximately 8.9% of the outstanding shares of common stock of Java Express.

Kelly Trimble, a founder of ANEW LIFE and the beneficial owner of 1,000,000 shares of ANEW LIFE common stock on the closing of the Merger, owned approximately 637,482 shares of common stock of Java Express just prior to the closing of the Merger, which then represented approximately 16.7% of the outstanding shares of common stock of Java Express.

Lock-Up/Leak-Out Agreements

The Lock-Up/Leak-Out Agreements required of founding stockholders of ANEW LIFE provide for an 18 month Lock-Up Period and a Leak-Out Period where each stockholder subject to a Lock-Up/Leak-Out Agreement will be allowed to sell an amount of such stockholder’s common stock equal to 0.0025% (1/4%) of our outstanding securities (to be defined for all purposes thereof as the amount indicated in our most recent filing with the SEC) during each of the next four successive quarterly periods following the Lock-Up Period; 0.005% (1/2%) of our outstanding securities during each of the next four successive quarterly periods; and 0.01% (1%) of our outstanding securities during each of the next four successive quarterly periods, all on a non-cumulative basis, meaning that if no common stock was sold during any quarterly period while common stock was qualified to be sold, such shares of common stock cannot be sold in the next successive quarterly period (the “Leak-Out Period”). Notwithstanding the foregoing, any stockholder subject to a Lock-Up/Leak-Out Agreement that owns less than 100,000 shares of common stock that are covered thereby, shall be allowed to sell one-fourth (1/4) of such stockholder’s common stock in each successive quarterly period following the Lock-Up Period, also on a non-cumulative basis. The provisions of the Lock-Up/Leak-Out Agreement can be waived or modified by the Board of Directors, if waived or modified pro rata to all affected stockholders, and private transfers of the shares subject to any such Lock-Up/Leak-Out Agreement that remain subject to the Lock-Up/Leak-Out Agreement in the hands of the transferee can also be approved by the Board of Directors, subject to its determination that any such transfer can be made in accordance with applicable securities laws, rules, and regulations. See Item 9.01, where a copy of the Form of Lock-Up/Leak-Out Agreement is filed as an Exhibit.

Name Change

Our Board of Directors has adopted resolutions to change our name to “Sundance Strategies, Inc.” Our Articles of Incorporation allow our Board of Directors to change our name without stockholder approval. We are required to submit our intention to change our name to the Financial Industry Regulatory Authority (“FINRA”), along with other information about us, at least 10 days prior to the effectiveness of the name change. Once that is accomplished and FINRA has set the date for the public market announcement of the name change, with a corresponding change in the trading symbol of our common stock on the OTCBB, we will file a Certificate of Amendment with the Secretary of State of Nevada reflecting the name change, and our name will become “Sundance Strategies, Inc.” on the date of that filing.

Change of Control

The Merger resulted in a change of our control, and the persons who were directors and executive officers or stockholders of ANEW LIFE were designated, in seriatim, as our directors and executive officers, with our pre-

Merger directors and executive officers resigning, one after the other. Ty Mattingly was designated as a director; Randall F. Pearson was designated a director and our President; and Glenn S. Dickman was designated as a director and our Secretary. These persons collectively own approximately 7,734,312 shares of our post-Merger outstanding voting securities, comprised of common stock, or approximately 18.9% of these voting securities. See the heading “Merger Capitalization Tables” of this Item (as defined below). The founding stockholders of ANEW LIFE beneficially own approximately 81.5% of the outstanding voting securities of Java Express as a result of the closing of the Merger, assuming no non-founding ANEW LIFE stockholders exercise applicable dissenters’ rights. The exercise of dissenters’ rights by any such stockholders would result in an increase in the percentage of stock ownership of the founding ANEW LIFE stockholders.

ANEW LIFE

ANEW LIFE was incorporated under the laws of the State of Utah on January 31, 2013, to engage in the business of purchasing or acquiring, life insurance policies and residual interests in or financial products tied to life insurance policies, including notes, drafts, acceptances, open accounts receivable and other obligations representing part or all of the sales price of insurance, life settlements and related insurance contracts, often referred to as the “life settlements market.” ANEW LIFE’s business model provides that once these life insurance products are acquired, it will hold and retain ownership of them until maturity. See the caption “Business” of Item 5.01 below.

Accounting Treatment of the Merger

A transaction like the Merger whereby a majority of our shares were issued to the ANEW LIFE stockholders is accounted for as a “reverse” acquisition. Although the Merger was structured such that ANEW LIFE became our wholly-owned subsidiary, ANEW LIFE has been treated as the acquiring company for accounting purposes under Accounting Standards Codification 805-40, Reverse Acquisitions, due to the following factors: (i) ANEW LIFE’s stockholders received the larger share of the voting rights following the Merger; (ii) ANEW LIFE’s directors and executive officers comprise the post-Merger Java Express Board of Directors and executive officers; and (ii) ANEW LIFE’s senior management prior to the Merger dominate our senior management post-Merger.

Item 3.02 Unregistered Sales of Equity Securities.

See Item 1.01

Item 4.01 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

(a)(1) Previous independent registered public accounting firm:

Madsen & Associates CPAs, Inc.:

(i) On October 15, 2012, we formally informed Madsen & Associates CPAs, Inc. (“Madsen & Associates”) of their dismissal as our independent registered public accounting firm.

(ii) The reports of Madsen & Associates on our financial statements as of and for the fiscal years ended March 31, 2012, and 2011, contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except to indicate that there was substantial doubt about our ability to continue as a going concern.

(iii) Our Board of Directors participated in and approved the decision to change our independent registered public accounting firm.

(iv) During the fiscal years ended March 31, 2012, and 2011, and through October 15, 2012, there were no disagreements with Madsen & Associates on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Madsen & Associates, would have caused them to make reference to them in connection with their reports on our financial statements for such years.

(v) We requested that Madsen & Associates furnish us with a letter addressed to the SEC stating whether or not they agreed with the foregoing statements.

(a)(2) New (now former [see below]) independent registered public accounting firm:

Sadler, Gibb & Associates, L.L.C.

(1) On October 15, 2012, we engaged Sadler, Gibb & Associates, L.L.C. (“Sadler Gibb”) as our new independent registered public accounting firm. During the fiscal years ended March 31, 2012, and 2011, and through October 15, 2012, we had not consulted with Sadler Gibb regarding any of the following:

(i) The application of accounting principles to a specific transaction, either completed or proposed;

(ii) The type of audit opinion that might be rendered on our consolidated financial statements, and none of the following was provided to us: (a) a written report, or (b) oral advice that Sadler Gibb concluded was an important factor considered by us in reaching a decision as to accounting, auditing or financial reporting issue; or

(iii) Any matter that was the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.

See our 8-K Current Report dated October 15, 2012, and filed with the SEC on October 17, 2012, which is incorporated herein by reference, for additional information regarding this change in our independent registered public accounting firm, and for a copy of the letter of Madsen & Associates addressed to the SEC regarding their dismissal and agreement with the information contained in such 8-K Current Report, which is also referenced above .

(a)(1) Previous independent registered public accounting firm:

Dismissal of Sadler Gibb:

(i) On March 29, 2013, we formally informed Sadler Gibb of their dismissal as our independent registered public accounting firm.

(ii) The review of Sadler Gibb of our financial statements as of and for the fiscal quarters ended September 30, 2012, and 2011, and December 31, 2012, and 2011, contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles.

(iii) Our Board of Directors participated in and approved the decision to change our independent registered public accounting firm.

(iv) During the period commencing on the engagement of Sadler Gibb, or October 15, 2012, and through the date of their dismissal, March 29, 2013, there were no disagreements with Sadler Gibb on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Sadler Gibb, would have caused them to make reference to them in connection with their review of our financial statements for such quarters or any subsequent report.

(v) We requested that Sadler Gibb furnish us with a letter addressed to the SEC stating whether or not they agreed with the foregoing statements, a copy of which is attached hereto as Exhibit 16.1 and incorporated herein by reference. See Item 9.01

(a)(2) New independent registered public accounting firm:

Mantyla McReynolds, LLC:

(1) On March 29, 2013, we engaged Mantyla McReynolds, LLC (“Mantyla McReynolds”) as our new independent registered public accounting firm. During the fiscal years ended March 31, 2012, and 2011, and through March 29, 2013, we had not consulted with Mantyla McReynolds regarding any of the following:

(i) The application of accounting principles to a specific transaction, either completed or proposed;

(ii) The type of audit opinion that might be rendered on our consolidated financial statements, and none of the following was provided to us: (a) a written report, or (b) oral advice that Mantyla McReynolds concluded was an important factor considered by us in reaching a decision as to accounting, auditing or financial reporting issue; or

(iii) Any matter that was the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K.

Item 5.01 Changes in Control of the Registrant

DOCUMENTS INCORPORATED HEREIN BY REFERENCE

See Item 9.01.

BUSINESS

Description of Our Business

We are in the business of purchasing or acquiring life insurance policies and residual interests in or financial products tied to life insurance policies, including notes, drafts, acceptances, open accounts receivable and other obligations representing part or all of the sales price of insurance, life settlements and related insurance contracts, often referred to as the “life settlements market.” It is our intent to acquire interests in life settlements in which the insured is 75 years or older. Our objective is to acquire interests in life insurance policies and products that will produce returns in excess of the costs to purchase, finance, service and insure those policies to their maturity. While we intend to hold a variety of life insurance based products, during our first six to 12 months of operation, we will be primarily focused on purchasing net insurance benefits comprising the net beneficial ownership of such life insurance policies or “NIBs,” as described below. It is our intention to hold these life insurance policies and products to maturity.

NIBs represent an indirect or the beneficial ownership interest in a portfolio of individual universal life policies (the “Policies”), and with respect to these Policies, the net interest in the related death benefits payable on the Policies after the repayment of debt and other costs associated with the Policies. The NIBs are issued by one or more entities, each of which is organized as a Luxembourg société à responsabilité limitée, which is similar in organization to an LLC in that there is a “pass through” of revenues and expenses (the “Lux Sarls”). The Lux Sarls directly or indirectly own the general and limited partnership interests in one or more entities organized as limited partnerships in a state of the United States, which are the Policy holders or Policy owners (respectively, the “Policy Holder” or the “Policy Owner”).

Through strategic alliances with long-time participants in the life settlement market, as well as brokers, lenders and insurers, we are able to reduce the risks associated with the uncertain timing of the maturity of the Policies by assisting the Lux Sarls in borrowing funds to cover ongoing premiums for the Policies (the “Senior Loans”) and purchasing mortality protection insurance coverage (“MPIC”) to insure against the risk that the Policies do not mature on death according to the applicable life expectances. Through the Senior Loans and MPIC, we are able to leverage our investment in the NIBs and maximize our returns.

The Senior Loans are negotiated through a bank established under the laws of Germany (the “Senior Lender”). Each of the Lux Sarls (the “Borrowers”) have, directly or through their German parent entity, entered into or will enter certain loan agreements related to the Senior Loans with the Senior Lender (the “Loan Facility”), of a certain

maximum amount (the “Maximum Facility Amount”), the proceeds of which have been used or may be used to acquire the Policies in whole or in part, pay premiums on the Policies and to pay the servicing fees and other costs and expenses relating to the Policies or the structure used to hold the Policies (collectively, the “Fees”). The Policies are pledged as collateral for the Senior Loans (the “Collateral”). Any amounts due and payable to the Senior Lender pursuant to the Senior Loans shall be senior to payments on the NIBs and shall accrue interest at the rate of approximately 7.00% to 8.00% per annum and be compounded quarterly. Some of the existing Senior Loans are anticipated to be restructured with longer terms (the “Restructured Loans”), and in the case of such Restructured Loans or any new loans, the Senior Lender will be entitled to a one-time origination fee of approximately 0.25% to 1.00% of the aggregate face amount of the Policies payable from the Collateral or from the Senior Loans. The Senior Lender will have a senior lien on all partnership interests in the Policy Holders. After an event of default under the Loan Facility, the Senior Lender will have the right to exercise remedies with respect to such partnership interests, including disposition thereof, and will be entitled to receive proceeds of any such disposition to the extent of the obligations outstanding under the Senior Loans prior to any such proceeds from the Policies being available to us under the NIBs.

Each of the Policy Holders has obtained or will obtain with our assistance a mortality protection insurance policy issued by one or more insurance companies with a financial strength rating of no less than A- (each, an “MPIC Provider”), and each such policy collectively with all certificates delivered in connection therewith and any exhibits, schedules endorsements and other documents thereto or incorporated therein by reference (an “MPIC” and collectively, the “MPICs”). The MPIC Providers will have a lien on all assets of the Policy Holders, junior only to the lien of the Senior Lender under certain circumstances. If the Senior Loan has been paid in full, and a default shall have occurred and be continuing under an MPIC, the applicable MPIC Provider will have the right to exercise remedies with respect to the assets of the Policy Holder that obtained such MPIC, including disposition thereof, and will be entitled to receive proceeds of any such disposition to the extent of the obligations (the “MPIC Obligations”) outstanding under such MPIC prior to any such proceeds being available to us under the NIBs. The MPIC Obligations with respect to any MPIC include the related Commitment Fee (if any), Recovery Amount, Post Term Recovery Payment (each term as defined in the applicable MPIC), and interest and fees and other amounts payable by the applicable Policy Holder (without duplication) under such MPIC. Any amounts paid by the MPIC Provider under an MPIC are referred to herein as “MPIC Payments.” Pursuant to each MPIC obtained by a Policy Holder, such Policy Holder is entitled to receive certain payments if the death experience in respect of the related Policies is below an agreed upon level (typically, 75% of the expected mortality), and the Policy Holder is required to make certain payments up to the MPIC Obligations to the MPIC Provider to the extent the death experience exceeds such agreed upon level. This mechanism will make our cash flows more predictable.

We are also interested in owning Policies directly and purchasing MPIC coverage for such Policies, without any Senior Loan, or providing financing in certain cases where we would act as the Senior Lender, subject to available cash resources or credit. We may also enter into purchases of interests in Policies in partnership with other parties, particularly in cases with significant death benefits where the costs are higher. We also intend to develop proprietary models to determine the optimal combination of insurance based acquisitions to balance our risks and maximize our returns. However, we do not intend to spend significant time on these ancillary products until our NIBs portfolio has underlying Policies with a combined face amount in excess of five hundred million dollars ($500,000,000). We cannot assure that we will be successful in obtaining any such Policies, and we will require substantial additional funding or sufficient unrestricted revenues from our current portfolio of NIBs or other life insurance products to acquire additional NIBs or other life insurance products.

We will be required to seek debt or equity financing if our cash flow is not adequate to meet our plans; and we may also attempt to raise funding secured by our NIBs. The issuance of such insurance-linked instruments would provide immediate security, which could be used by us to purchase additional NIBs and otherwise provide us liquidity for our operations. We have had discussions with potential sources of debt or equity funding; however, there are no firm commitments, and we cannot assure that we will be successful in raising the capital that may be required to conduct our business.

Summary of Senior Loan Agreement

The following summary of terms of the Senior Loan Agreement should not be used as a substitute for review of the Form of Senior Loan agreement filed as an Exhibit to this Current Report in Item 9.01. Many terms included in the Senior Loan agreement have not been included below in whole or in part and are material. Capitalized terms used but not defined herein are defined in the Senior Loan Agreement.

Summary of Mortality Protection Insurance Policy (“MPIC”)

The following summary of terms of the mortality protection insurance policy (the “Policy”) should not be used as a substitute for review of the Policy itself filed as an Exhibit to this Current Report in Item 9.01. Many terms included in the Policy have not been included below in whole or in part and are material to the coverage. Capitalized terms used but not defined herein are defined in the Policy.

Current NIBs Contracts

On March 11, 2013, pursuant to a Transfer Agreement, we acquired NIBs related Policies with an aggregate face amount equal to $129,038,933, for $5,999,000, $3,000,000 of which was paid in cash and $2,999,000 of which was paid by the issuance of a Secured Promissory Note due on or before December 31, 2013, along with a Pledge Agreement under which 50% of our interest in the NIBs was pledged (the “NIBs Collateral”) as security for payment of the Secured Promissory Note. Each “Seller” under the Transfer Agreement represented and warranted, as of the effective date of such Transfer Agreement, among other customary representations and warranties, that each was the sole beneficial and legal owner of the NIBs; that the NIBs were validly issued and fully paid up; that none was aware of any document that would preclude each such Seller from consummating the sale of the NIBs

each was selling; that each owned the NIBs being sold, free and clear of any liens or other encumbrances of any kind; and that each portfolio of Policies was valid, in-force and in good standing and had not lapsed, nor were any in any grace period. The Transfer Agreement also provides that if we fail to pay the Secured Promissory Note when due, that we may reconvey the NIBs Collateral to each Seller under the Transfer Agreement, as full payment under the Secured Promissory Note, excluding only accrued interest at 4.0% per annum; and that regardless of such reconveyance, we can reacquire the NIBs Collateral on or before April 11, 2014, by paying the balance due under the Secured Promissory Note. The Pledge Agreement also provides that there is no recourse against us in the event of the sale of the NIBs Collateral after default, with the Seller only having recourse against the NIBs Collateral. The Transfer Agreement, the Secured Promissory Note and the Pledge Agreement otherwise contain customary representations and warranties and provisions regarding due authorization, default, governing law, completeness and amendments provisions, among others. Copies of the Transfer Agreement, the Secured Promissory Note and the Pledge Agreement are filed as Exhibits to this Current Report. See Item 9.01. Also see footnote 5 of our audited financial statements that accompany this Current Report, in Item 9.01, for a table containing additional information about the Policies underlying these NIBs.

Distribution Methods of Products or Services

It is anticipated that we will purchase the NIBs and hold them until maturity. Through the combination of the Senior Loans, MPICs, and ultimately, a potential debt funding secured by the NIBs, management believes we should be well positioned to hold the NIBs until maturity. However, we will continuously analyze the Senior Loan amounts, MPIC payments, NIBs and underlying Policies to determine whether any such assets should be liquidated. Further, in the event of any events of default under the Senior Loans or MPICs, we will be prepared to sell the affected assets, if necessary or advisable. There is an active secondary market for Policies that we can access if we determine that any of the Policies or NIBs should be liquidated. However, prices in the secondary market are relatively volatile, and our goal is to avoid the early sale of NIBs or Policies so that we can realize maximum net amount on maturity of the Policies. Through strategic alliances with well known Policies’ servicers and market participants, we believe we have direct lines of communications with the potential participants active in the life settlement secondary market; however, no assurance can be given that if we are required to sell any of our NIBs or other insurance related products prior to maturity, that we will be able to do so without incurring a loss.

Competitive Business Conditions

Life Settlement Market Generally . Life settlements are secondary market sales of life insurance policies that consumers no longer want. The market provides consumers an option of selling their policies for significantly more than the cash surrender value that would be paid by the insurance carrier upon the surrender of the policy. From the early 2000s through 2007, the market for life settlements grew substantially from both the demand and the supply sides of the transactions. However, growth slowed in 2008 and has been declining since that time. The insurance research group, Conning & Co., issued a study predicting that growth in the life settlement market will remain flat or decline from 2012 and beyond due to lingering distress in the credit and investment markets and investor concerns regarding liquidity requirements of life settlements. Regardless, the supply of policies should steadily increase due to the aging population and increased awareness of the life settlement market as an alternative to allowing a policy to lapse for little or no value. Participants in the life secondary market include major insurance companies and many funds.

NIB Secondary Market . To date, we are only aware of two providers of NIBs, Del Mar Financial S.a.r.l. and PCH Financial S.a.r.l. Both entities have provided us with a first look at their entire portfolios and have committed to increase their supply of NIBs. We have also considered creating the NIBs internally to further reduce the cost of the NIBs. This process would require additional funding and various third party relationships similar to those described above, and no assurance can be given that we will have either the resources or that the required third party relationships will be available.

Senior Loan Market . Because of the uncertainty of maturity of the Policies, financing is relatively difficult to secure. The current Senior Lender on the NIBS we have acquired is presently believed to be the only lender providing financing for the Policies securing the NIBs. We are in preliminary discussions with alternate lending sources, and we believe we will have additional lenders available in the coming years. At present, the NIBs will

each be subject to loans from Senior Lender, which may be used to pay premiums on the Policies, and to pay the servicing fees, the securities intermediary fee, the administrator fees and certain other costs and expenses of the Lux Sarls (collectively, the “Fees”) under certain circumstances. Any amounts due and payable to the Senior Lender shall be senior to payments on the NIBs and shall accrue interest at the rate of approximately 7.00% to 8.00% per annum and be compounded quarterly. The Senior Lender will have a lien on the partnership interests in the Policy Holders. After an event of default under the Senior Loans, the Senior Lender will have the right to exercise remedies with respect to such partnership interests, including disposition thereof, and will be entitled to receive proceeds of any such disposition to the extent of the obligations outstanding under the Senior Loans prior to any such proceeds being available to us.

The Senior Loans typically have a term of approximately five years and can be drawn upon during such term. The Senior Loan can be prepaid subject to certain pre-payment penalties. We intend to attempt to renegotiate the Senior Loans or have alternate financing available, prior to the end of the Senior Loans’ terms. The Senior Lender has confirmed to us that it is committed to the issuance of Senior Loans, and that it will have the capacity to meet our demands for financing related to NIBs, although no written agreement in this regard has been provided.

The Senior Lender is a member of the Federal Association of German Banks (Bundesverband deutscher Banken e.V.) as well as of the German deposit protection fund (Einlagensicherungsfonds). It has been granted a full banking license in accordance with the German Banking Act, and as such it is registered with and supervised by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin). The Senior Lender is not rated. Although the Senior Lender and the servicer are not commonly owned, they are involved in various business ventures.

MPIC Market . There are a limited number of MPIC Providers. We are in discussions for an exclusive arrangement with an MPIC Provider related to the NIBs purchased by us, which will give us what our management believes will be a substantial competitive advantage in reducing our risks associated with these life settlement insurance interests. While the MPIC coverage is relatively expensive, Policies that are covered by MPIC have less volatility, lower liquidity issues and should be given higher values for purposes of financing and secondary market sales.

Sources and Availability of Policies and NIBs

Existing Policies and NIBs . We are currently the owner of NIBs related to Policies with an aggregate face amount equal to $129,228,934, and we are in negotiations to purchase additional NIBs related Policies. Management believes there is an adequate supply of life settlement insurance interests available for purchase through current contacts or the secondary market for life settlement insurance policies, though its ability to acquire further interests in NIBs will be subject to the availability of a Loan Facility, or self financing, for which we presently do not have the available resources, and the MPIC Provider, as to which no assurance can be given.

Additional Availability of Policies and NIBs . While the life settlement market as a whole has slowed in growth in recent years, there is still an adequate supply to meet our objectives. We intend to continue to work with prior vendors of our NIBS and our current contacts in the life settlement industry who have been active in the market for years and have well established relationships with owners and sellers of qualifying Policies, along with Europa Settlement Advisors Ltd. (“Europa”), our consultant ( see the heading “Dependence on One or a Few Major Providers” below), which is engaged in the business of structuring pooled life insurance purchases, sales and financing in Luxemburg, Ireland and Germany. We have also established a strong relationship with NorthStar Life Services, LLC (“NorthStar”), a policy servicing firm (a “Servicer) that works with the largest insurance portfolio owners in the marketplace. NorthStar has agreed to keep us informed with regards to NorthStar clients who are interested in selling portfolios of Policies.

Purchasing Analysis and Process . We currently review NIBs and Policies from our vendors of our NIBS, NorthStar, Europa and the secondary market. We also work with licensed life settlement providers; however, we do not contact insured parties or consumers. NorthStar provides due diligence and valuation services utilized by us in evaluating the Policies; and we also rely on our general counsel for due diligence and an outside pricing consultant for valuation. As Policies and NIBs are submitted to us, NorthStar will provide due diligence and valuation summaries. These summaries will then be reviewed by our general counsel, management team and pricing consultant. On the

submissions related directly to the Policies and this evaluation process, we will determine whether such Policies can be converted into NIBs and whether such Policies meet the criteria set forth by the Senior Lender, MPIC Provider and Lux Sarls. If the Policies qualify for the NIB structure, we will give our initial approval and the Lux Sarls will be responsible for coordinating the purchase and financing of the Policies and purchase the MPIC coverage, subject to our having available funding. Once all the components are in place, the newly created NIBs will be resubmitted to us for purchase. We will perform a final review of the Policies and NIBs and, if our criteria are met, we will purchase the NIBs, subject to having available resources. Our general counsel was formerly general counsel to NorthStar and has 10 years of experience in providing due diligence services and financing for life insurance policies. See the heading “Significant Employees” of the caption “Directors and Executive Officers” of this Item below. Our pricing consultant has almost 20 years of experience in pricing life insurance policies; and also provides these types of services to NorthStar.

Dependence on One or a Few Major Providers

Policy Providers . We believe we have access to multiple policy sellers and supply does not currently appear to be an issue. However, the other components of the NIBs structure have limited sources.

NIB Providers . For the NIBs to be fully marketable and ready for purchase, the Lux Sarls must also secure Senior Loans and MPIC coverage. While we and consultants for the Lux Sarls are seeking additional financing sources and MPIC Providers, there is currently one source of financing for the Senior Loans and two historic MPIC Providers and one continuing MPIC Provider. Through our prior vendors of NIBs, and our consultants, NorthStar and Europa, we have a priority relationship with each of the Senior Lender and MPIC Provider and are working to secure additional commitments and exclusivity; however, we are continuing to seek additional sources for the components of the NIBs to ensure that our demand will be met.

Structuring and Consulting Agreement . On March 14, 2013, we entered into a Structuring and Consulting Agreement with Europa (the “Europa Consulting Agreement”) to advise and assist us in the acquisition and structuring of NIBs and life insurance benefits and other products tied to life insurance policies on insured’s aged 75 or older. Europa advised us with respect to our initial purchase of NIBs related Policies with an aggregate face amount equal to $129,038,933, which we purchased on March 11, 2013, for $5,999,000, $3,000,000 of which was paid in cash and $2,999,000 of which was paid by the issuance of a Secured Promissory Note (see the heading “Current NIBs Contracts” above). $300,000 in compensation was paid to Europa in connection with this transaction, which was capitalized within the carrying value of the investment. The Consulting Agreement may be terminated by either party at any time; requires each party to pay its own expenses; contains confidentiality provisions for the protection of the parties; and other customary provisions regarding due authorization, counterparts, governing law, the completeness of the agreement, amendments and severance. A copy of the Europa Consulting Agreement is filed as an Exhibit to this Current Report. See Item 9.01.

Existing and Probable Government Regulation to Our Current and Intended Business

Life Settlement Licensing and Regulation . Life Settlements are heavily regulated on the state and federal levels. The regulations are focused on licensing market participants and disclosure to policy owners. We support such regulations and believe such regulations will help to stop abuses in the life settlement industry and improve the negative connotations associated with the industry. The regulations primarily apply to purchasers of policies directly from the original policy owner. We are not licensed to engage in such purchases and will not engage in such purchases. All of our Policies subject to the NIBs will have been purchased prior to our involvement through licensed providers, if necessary; and any future interests in any life settlement policies will have been purchased from the insured prior to our purchase of any interest in any such policies. We exercise care to ensure that all policies were initially purchased in compliance with the applicable law and review the laws of the applicable states prior to any purchase of NIBs or any life settlement policies by us. Additionally, any sales of NIBs or life settlement policies will be made in the secondary market for these products, in transactions with mutual funds, hedge funds, insurance companies and other non-consumer market purchasers.

Foreign Licensing and Regulation . We have and expect to engage in business with multiple foreign counterparts in Luxembourg, Ireland, Germany and other countries. We rely on representations from such counterparties that they are in compliance with all applicable laws, rules and regulations.

SEC’s Life Settlement Task Force . An SEC Staff Report on life settlements was released by the SEC on July 22, 2010, and can be accessed at www.sec.gov/news/studies/2010/lifesettlements-reportpdf, that discusses various issues in the life settlements market. In this Report, the SEC recommends that the Securities Act and the Exchange Act be amended to define life settlements as a “security,” so that persons involved in the life settlement markets would be afforded the protections of applicable federal securities laws, rules and regulations, along the probability of regulation under the Investment Company Act of 1940, as amended (the “Investment Company Act”); and that the SEC should continue to monitor the legal standards of conduct of participants in the life settlements market, the development of a life settlements securitization market, encourage Congress and state regulators to consider more significant and consistent regulation of the life expectancy underwriters and to consider instructing the SEC Staff to issue an investor bulletin regarding investments in life settlements. The adoption of these regulations could substantially increase the costs of our filings with the SEC, especially if we were determined to be subject to the provisions of the Investment Company Act of 1940.

Exchange Act

We are subject to the following regulations of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and applicable securities laws, rules and regulations promulgated under the Exchange Act by the SEC. Compliance with these requirements of the Exchange Act increases our legal and accounting costs.

Smaller Reporting Company

We are subject to the reporting requirements of Section 13 of the Exchange Act, and subject to the disclosure requirements of Regulation S-K of the SEC, as a “smaller reporting company.” That designation will relieve us of some of the informational requirements of Regulation S-K.

Emerging Growth Company

We are also an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or “JOBS Act.” As long as we remain an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not an “emerging growth company,” like those applicable to a “smaller reporting company,” including, but not limited to, a scaled down description of our business in SEC filings; no requirements to include risk factors in Exchange Act filings; no requirement to include certain selected financial data and supplementary financial information in SEC filings; not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements that we file under the Exchange Act; no requirement for Sarbanes-Oxley Act Section 404(b) auditor attestations of internal control over financial reporting; and exemptions from the requirements of holding an annual nonbinding advisory vote on executive compensation and seeking nonbinding stockholder approval of any golden parachute payments not previously approved. We are also only required to file audited financial statements for the previous two fiscal years when filing registration statements, together with reviewed financial statements of any applicable subsequent quarter.

We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.” We can remain an “emerging growth company” for up to five years. We would cease to be an “emerging growth company” prior to such time if we have total annual gross revenues of $1 billion or more and when we become a “larger accelerated filer,” have a public float of $700 million or more or we issue more than $1 billion of non-convertible debt over a three-year period.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this

exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Sarbanes/Oxley Act

Except for the limitations excluded by the JOBS Act discussed under the preceding heading “Emerging Growth Company,” we are also subject to the Sarbanes-Oxley Act of 2002. The Sarbanes/Oxley Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens auditor independence. It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, compensation and oversight of the work of public companies’ auditors; management assessment of our internal controls; prohibits certain insider trading during pension fund blackout periods; requires companies and auditors to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes/Oxley Act will substantially increase our legal and accounting costs.

Exchange Act Reporting Requirements

Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act like we are to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to shareholders at a special or annual meeting thereof or pursuant to a written consent will require us to provide our shareholders with the information outlined in Schedules 14A (where proxies are solicited) or 14C (where consents in writing to the action have already been received or anticipated to be received) of Regulation 14, as applicable; and preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to our shareholders.

We are also required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC on a regular basis, and will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K.

Number of Total Employees and Number of Full-Time Employees

We have three employees, Randall F. Pearson, our President; Glenn S. Dickman, our Secretary; and Lisa L. Fuller, our general legal counsel.

Reports to Security Holders

You may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may also find all of the reports that we have filed electronically with the SEC at their Internet site www.sec.gov.

RISK FACTORS

You should carefully consider each of the following risks and uncertainties associated with our Company or the purchase or ownership of our common stock, as well as all of the other information contained in this Current Report, including our financial statements.

Generally

The occurrence of any of the risks or uncertainties described below could significantly and adversely affect our business, prospects, financial condition and operating results. Additional risks and uncertainties not currently known to us may also impair our business. In any event, the trading price of our common stock, if any established trading market develops for such common stock in the future, could decline, and any investor in our common stock

could lose part or all of any investment. The following are representative of those risks. Such summary is not intended to be exhaustive of risks that are or may become relevant.

AN INVESTMENT IN OUR SECURITIES IS VERY SPECULATIVE AND INVOLVES A HIGH DEGREE OF RISK. ANY PROSPECTIVE INVESTOR IN OUR COMMON STOCK SHOULD CAREFULLY READ THIS CURRENT REPORT AND CONSIDER, ALONG WITH OTHER MATTERS REFERRED TO HEREIN, THE FOLLOWING RISK FACTORS. EACH OF THESE RISK FACTORS COULD ADVERSELY AFFECT THE VALUE OF AN INVESTMENT IN OUR COMMON STOCK.

Risk Factors relating to Our Company

We are newly formed, and our auditors have added a “going concern” qualification to their Independent Auditor’s Report issued for our financial statements.

Our Independent Auditor’s Report dated April 4, 2013, expresses a “going concern” reservation in connection with our audited financial statements for the period from inception or January 31, 2013, to the period ended March 18, 2013. Note (11) of our audited financial statements state that “the Company had an accumulated deficit of $24,184 and a working capital deficit of $2,850,209. In addition, the Company is a development stage entity and has not generated any revenues and has negative cash flows from inception through March 18, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern.” See the caption “Financial Statements and Exhibits” of Item 5.01 below.

Our management has little experience in our chosen industry of operations and must initially rely on our general legal counsel and outside consultants or others in this industry to make informed business decisions; and potential conflicts of interest involving those parties who are relied upon could adversely affect the value of our life insurance products.

Members of our management have substantial business acumen, each having achieved success in the formation or operation of a business or enterprise over a number of years; however, their first exposure to the life settlement industry was during the last six months. They have and will continue to rely on consultants and servicers in this industry, along with our general legal counsel, in evaluating life insurance products for purchase. Many of these consultants or servicers represent or provide services to others in this industry, and no assurance can be given that we, as a new and small competitor in this industry, will not be treated less favorably by these consultants than our competitors. Even as management accumulates expertise in this industry, we will still being relying on the expertise of outside consultants for various factors, including valuation, life expectancies, actuarials and other matters specific to life insurance policies, most of which are outlined below under this caption under the heading “Risks related to Policies.”

Proposed securities regulations and other governmental regulations may increase our costs of doing business substantially, and our results of operations will suffer.

The SEC and Congress, along with various states, have proposed various regulations of the life settlement industry, any of which could substantially increase our costs and limit our business operations, even though we intend to acquire life insurance products and hold them to maturity. Also, compliance with these regulations will be costly, and may hinder our ability to successfully implement our business model, and we may fail.

Our Projections, Forecasts and Estimates may be incorrect, which may subject us to liability or cause us to fail.

Any projections, forecasts and estimates contained herein are forward-looking statements and are based upon certain assumptions that we consider reasonable. Projections are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results. Accordingly, any such projection is only an estimate. Actual results may vary from a projection, and such variations may be material. Our present business and revenues are dependent upon our reliance on others.

We are substantially dependent upon our servicer, NorthStar, for evaluating life settlements or NIBs for purchase. The success of NorthStar’s business (and our business, presently) largely depends on the skills, experience and efforts of its management team and other key personnel. The loss of the services of one or more members of its senior management team or other employees with critical skills needed to operate its business could have a negative effect on NorthStar’s ability to provide the Policies administration services it has agreed to perform respecting our NIBs or other life settlement interests we may purchase. If any of these officers or other key personnel resign or become unable to continue in their present roles and are not adequately replaced, NorthStar’s business operations (and our business operations) could be materially adversely affected. Competition for these types of personnel can be intense, and the NorthStar may not be successful in attracting, assimilating and retaining the personnel required to replace any of its senior management team and other key employees. This could substantially adversely affect our business if and until we have sufficient cash resources to employ personnel with the skills to provide us with these types of services.

We may not be able to pay fees and costs of the Senior Lender, and we may lose the interest in our NIBs, which could cause our business to fail.

The Senior Lender has entered into the Loan Facility, the proceeds from which will be available in certain circumstances for the payment of premiums in respect of the Policies and the Fees. No assurance can be given that amounts available under the Loan Facility will at all times be sufficient to pay all the premiums and fees due and payable. In addition, the Loan Facility generally has an initial term of five years, and no assurance can be given that the Loan Facility will be renewed. Furthermore, if an event of default occurs under the Loan Facility (which, among other things, includes an Event of Default), no assurance can be given that we will be able to cure such event of default, in which case the Senior Lender will have the right to exercise remedies against the Policies, and will be entitled to cause a disposition of Policies and receive proceeds of such disposition in priority to us. The Senior Lender is not rated, and although it currently anticipates having sufficient capital to honor its funding obligations under the Loan Facility, no assurance can be given that it will continue to have sufficient capital for the entire term of the Loan Facility. Our business activities are highly regulated and new or proposed government regulation or legislative reforms could increase our cost of doing business, reduce our revenues and liquidity, increase our losses or subject us to additional liability.

On July 21, 2010, President Barack Obama signed the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) into law. The Dodd-Frank Act contains significant changes to the regulation of financial institutions including the creation of new federal regulatory agencies, and the granting of additional authorities and responsibilities to existing regulatory agencies to identify and address emerging systemic risks posed by the activities of financial services firms. The Dodd-Frank Act also provides for enhanced regulation of derivatives and asset-backed securities offerings, restrictions on executive compensation and enhanced oversight of credit rating agencies. The provisions include a new independent Bureau of Consumer Financial Protection to regulate consumer financial services and products, and life settlement transactions may be within the scope of its jurisdiction. Actions taken by the Bureau of Consumer Financial Protection may have material adverse effects on the life settlement industry and could affect the value of the Collateral securing our NIBs and the value of our NIBs or life settlements in general. In addition, the Dodd-Frank Act also limits the ability of federal laws to preempt state and local consumer laws. While it is too early to assess the full impact of the Dodd-Frank Act generally on our business and prospects, the Collateral manager and the Servicers, prospective investors should be aware that the changes in the regulatory and business landscape as a result of the Dodd-Frank Act could have an adverse impact on us, the Collateral managers, the Servicers and/or on the value of the Collateral and the NIBs. Greater oversight of the life settlement industry may have a substantial adverse impact on how we conduct our business and may substantially increase our costs of operation.

In August 2009, the SEC established a Life Settlements Task Force to investigate the life settlements market. On July 22, 2010, the SEC released a Staff Report by the Life Settlements Task Force that recommended the SEC consider recommending to Congress that it amend the definition of “security” under the federal securities laws to include life settlement policies, such as the Policies, as securities. Several months ago, one U.S. Congressman sought to introduce a bill to amend the definition of “security” as recommended by the SEC. While that attempt did not result in any action, there can be no assurance that such a bill will not be passed at some future date. If federal securities laws are indeed amended to include such policies within the definition of “security,” or if courts with

relevant jurisdiction interpret existing securities laws to that effect, our ability to operate our business under our current business model may be constrained by additional registration and securities compliance requirements under the Securities Act, the Exchange Act and the Investment Company Act of 1940, as amended (the “Investment Company Act”). Intermediaries may be required to register as broker-dealers or registered investment advisers, and would otherwise be subject to oversight by the SEC and the Financial Industry Regulatory Authority, which require adherence to numerous rules and regulations.

The life settlement industry has overall transaction risks and involves a very speculative investment.

Despite a party’s best efforts in design and implementation of a life settlement investment product, there can be no assurance that the transactions contemplated in our business model will perform as anticipated. It is a desirable goal to minimize, to the extent reasonably possible, risks relating to investments related to life settlements with the understanding that it is not possible with respect to the Policies, to determine in advance either the exact time that a life insurance policy will reach maturity (i.e., at the death of the insured) or the profit, loss or return on an investment in a life insurance policy.

In addition, no assurance can be given that any life insurance policy will perform in accordance with projections, and any such life insurance policy may decline in value. Consequently, there can be no assurance that we will realize a positive return on our investment and these types of investments should be considered to be speculative in nature. This, in turn, may directly affect the amount and timing of funding sought or received by us, which in turn will affect our ability to conduct our business. Thus, an investment in our Company is suitable only for investors having substantial financial resources, a clear understanding of the risk factors associated with such investments and the ability to withstand the potential loss of their entire investment.

Recent Economic Events could have an adverse effect on our business.

Recent market and economic conditions have caused significant disruption in the credit markets. Continued concerns about the availability and cost of credit, the mortgage market, declining real estate values and the systemic impact of inflation or deflation, energy costs and geopolitical issues have contributed to increased market volatility and diminished expectations for the U.S. economy as well as economies of other countries. Beginning in 2008, concerns fueled by events such as the federal government’s conservatorships of Freddie Mac and Fannie Mae, and the failure of Lehman Brothers Holdings, Inc., led to increased market uncertainty and instability in both U.S. and international capital and credit markets. These conditions, combined with declines in business and consumer confidence and increased unemployment, have contributed to volatility in domestic and international markets.

As a result of these market conditions, the cost and availability of credit has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. Concern about the stability of the markets and the strength of counterparties has led many lenders and institutional investors to reduce, and in some cases cease, lending to borrowers.

There continues to be uncertainty about the prospects for growth in the U.S. economy as well as economies of other countries. A number of factors influence the potential uncertainty, including, but not limited to, high current unemployment, rising government debt levels, prospective Federal Reserve (and similar foreign bodies) policy shifts, the withdrawal of government interventions into the financial markets, changing consumer spending patterns, and changing expectations for inflation and deflation. These factors have adversely affected the financial markets and the claims-paying ability of many insurers. Moreover, there is a risk that economic activity could be weaker and financial volatility and uncertainty could be greater than anticipated.

These factors and general market conditions could adversely affect the performance and market value of our NIBs and our future prospects. There can be no assurance that governmental or other actions will improve these conditions in the near future.

Risk Factors Relating Our Common Stock

There is no established public market for our common stock, and any market that may develop could be volatile.

There is currently no established public market for our common stock. Less than 10,000 shares of our common stock have publicly traded during the quarter ended March 31, 2013, and no assurance can be given that any established public market for our shares will commence, or if one does commence, that it will continue, in any respect. Interest in our common stock may not lead to a liquid trading market, and the market price of our common stock may be volatile. The following may result in short-term or long-term negative pressure on the trading price of our shares, among other factors:

Conditions and publicity regarding the life settlement market and related regulations generally;

Price and volume fluctuations in the stock market at large, which do not relate to our operating performance; and

Comments by securities analysts or government officials, including those with regard to the viability or profitability of the life settlement industry generally or with regard to our ability to meet market expectations.

The stock market has from time to time experienced extreme price and volume fluctuations that are unrelated to the operating performance of particular companies.

We are an “emerging growth company,” subject to less stringent reporting and regulatory requirements of other publicly-held companies, and this status may have an adverse effect on our ability to attract interest in our common stock.

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or “JOBS Act.” As long as we remain an “emerging growth company,” we may take advantage of certain exemptions from various reporting and regulatory requirements that are applicable to other public companies that are not an “emerging growth company.” We cannot predict if investors will find our common stock less attractive if we choose to rely on these exemptions. If some investors find our common stock less attractive as a result of any choices to reduce future disclosure, there may be a less active trading market for our common stock and our stock price may be more volatile. See the heading “Emerging Growth Company” of this Item 501 above.

Our common stock is be deemed to be “Penny Stock,” which will further limit any potential future public market for our shares.

Our common stock may be deemed to be “penny stock” as that term is defined in Rule 3a51-1 of the SEC. Penny stocks are stocks (i) with a price of less than $5 per share; (ii) that are not traded on a “recognized” national exchange; (iii) whose prices are not quoted on the NASDAQ automated quotation system (NASDAQ-listed stocks must still meet requirement (i) above); or (iv) in issuers with net tangible assets less than $2,000,000 (if the issuer has been in continuous operation for at least three years); or $5,000,000 (if in continuous operation for less than three years); or with average revenues of less than $6,000,000 for the last three years.

Section 15(g) of the Exchange Act and Rule 15g-2 of the SEC require broker dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document before effecting any transaction in a penny stock for the investor’s account. Potential investors in our common stock are urged to obtain and read such disclosure carefully before purchasing any shares that are deemed to be penny stock.

Rule 15g-9 of the SEC requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his, her or its financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks

are suitable for the investor, and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor’s financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult for investors in our common stock to resell their shares to third parties or to otherwise dispose of them.

Our Management and two stockholders own approximately 74.4% of our outstanding common stock and could elect all of our directors who in turn elect all of our officers.

This percentage of stock ownership is significant in that it could carry any vote on any matter requiring stockholder approval, including the subsequent election of directors, who in turn elect all officers. As a result, these persons effectively control the Company, regardless of the vote of other stockholders. As a result, other stockholders may not have an effective voice in our affairs. See the caption “Security Ownership of Certain Beneficial Owners and Management” of this Item 5.01 below.

Our failure to meet financial expectations could have an adverse impact on the market price of our common stock.

Our ability to achieve anticipated financial returns expressed herein is subject to a number of risks, uncertainties and other factors affecting our business and the life settlement industry generally, many of which are beyond our control. These factors may cause actual results to differ materially. We have described a number of these factors throughout this Current Report, including in these Risk Factors and in the captions entitled “Special Note Regarding Forward-Looking Statements,” and “Management’s Discussion and Analysis or Results of Operations” at the beginning of this Current Report and under these captions in Item 5.01 below. We cannot assure you that we will meet these results or expectations, and our failure to do so could harm the market price of our common stock and our business operations may fail.

Future sales of our common stock could adversely affect our stock price and our ability to raise capital in the future, resulting in our inability to raise required funding for our operations.

Sales of substantial amounts of our common stock could harm the market price of our common stock. This also could harm our ability to raise capital in the future. There are approximately 826,000 shares of our common stock that are freely tradable without restriction under the Securities Act by persons other than “affiliates,” as defined under the Securities Act. Any sales of substantial amounts of our common stock in the public market, or the perception that those sales might occur, could harm the market price of our common stock. See the captions “Market Price of Common Stock and Related Matters” and “Security Ownership of Certain Beneficial Owners and Management” of Item 5.01 below. Further, certain stockholders have “piggy-back” registration rights afforded to them if we file a registration statement with the SEC; these shares or any registered securities we may register can also have an adverse effect on any market for our common stock. See the “Capitalization Tables” in Item 1.01.

We will not solicit the approval of our stockholders for the issuance of authorized but unissued shares of our common stock unless this approval is deemed advisable by our Board of Directors or is required by applicable law, regulation or any applicable stock exchange listing requirements. The issuance of those shares could dilute the value of our outstanding shares of common stock.

Risks Related to the Policies.

Our Policies may be determined to have been issued without an “insurable interest” and could be void or voidable.

State insurance laws in the United States require that an insurance policy may only be initially procured by a person that has an insurable interest in the continuance of the life of the insured. Whether an owner has an insurable interest in the insured is a question of applicable state law. The general concept is that a person with an insurable interest is a person that has a continuing interest in the insured remaining alive, whether through the bonds of love

and affection or due to certain recognized economic relationships. Typically this includes the insured, the insured’s spouse and children, and in some states, other close relatives. In some jurisdictions, however, this could also include entities such as the insured’s business partners, creditors, employer, business partners or certain charitable institutions. It also typically includes a trust that owns a life insurance policy insuring the life of the grantor or settlor of the trust where the beneficiaries of the trust are persons, who, by virtue of certain familial relationships with the grantor or settlor, also have an insurable interest in the life of the insured.

A policy purchased by a person without an insurable interest may, depending on relevant state insurance law, be (i) void, (ii) voidable by the insurer that issued the policy and/or (iii) subject to the claims of the insured’s presumptive beneficiaries, such as his or her spouse or other family members. In some states, the insured must consent to the purchase of a policy by a person other than the insured.

Generally, state insurance law is clear that an individual has an insurable interest in his or her own life and may procure life insurance on his or her own life and may name any person as beneficiary. However, if a person purchases insurance on his or her own life for the benefit of a party who does not have an insurable interest in the life of the insured for the purpose of evading the insurable interest laws, the purchase may be viewed under applicable state law as a violation of the state’s insurable interest laws. Should the Issuer own an interest in a policy that was originally issued to an owner or for the benefit of a beneficiary (if required) that did not have an insurable interest, it is possible that the Issuer may not have a valid claim for the death benefits on such policy, and upon the death of the insured, the issuing insurance company may refuse to pay the death benefits on the policy to us or may be required to pay the death benefit to other beneficiaries of the insured. Should any such claims be successful, we may lose some or all of the amounts we have invested in our Policies, although in some states the issuing insurance company may be required to repay the premiums if it rescinds the policy. Some states, such as Florida, allow the carrier to retain all the premiums and some states that require premiums to be returned permit the carrier to maintain an action for damages. Even if such claims are unsuccessful, significant amounts may need to be expended in defending such claims, thereby reducing the amounts we may receive from our NIBs and other life settlement interests we may purchase.

Concern also exists regarding the applicability of state insurable interest requirements to the purchase of a policy by an insured or a person with an insurable interest in the life of the insured in circumstances in which the owner of the policy obtains a loan secured by the policy to finance the payment of premiums on the policy, often referred to as a premium finance transaction. A substantial number of the Policies were originated pursuant to premium finance transactions. Neither the Collateral manager nor any other party makes any representations or warranties with respect to the premium finance programs relating to such premium finance transactions or any other documentation relating to such premium finance transactions. While it is generally accepted by state law that an individual has an insurable interest in his or her own life, it is possible that a court might construe a premium finance transaction as an attempt to evade the requirement that an insurable interest exist at the time an insurance policy is issued. If the borrower in such a transaction is found to be acting, in fact, on behalf of a premium finance company to procure an insurance policy, it is possible that a court might find that the real party in interest is the premium finance company, which by itself would not have an insurable interest sufficient to support the insurance policy. As a result, the insurance policy may be void or subject to attack, which could diminish the value of the policy. Also, in every state that has addressed the question other than New York and Michigan, the expiration of an insurance policy’s contestability period may not cut off the insurer’s ability to raise the insurable interest issue as a defense to the payment of the policy proceeds.

One or more states could adopt legislation that would require a holder of an insurance policy to have an insurable interest in the insured at the time a policy is purchased and at the time of death of the insured. We will not have an insurable interest in the insureds polices acquired by or on our behalf. If such legislation were to be adopted without a ‘grandfathering’ provision (i.e., so as not to be applicable to insurance policies then in force), then we may be unable to collect the proceeds on the death benefits of the insured persons under our Policies purchased prior to the enactment of such legislation.

Additional insurable interest concerns regarding Policies originated pursuant to premium finance transactions may also result in adverse decisions that could affect our Policies.

The legality and merit of “investor-initiated” or “stranger-originated” life insurance products have been questioned by members of the insurance industry, including by many life insurance companies and insurance regulators. For example, the New York Department of Insurance issued a General Counsel’s opinion in 2005 concluding that a premium finance program that was coupled with the right of the policy owner to put the financed insurance policy to a third party violated New York’s insurable interest statute and may also constitute a violation of New York State’s prohibition against premium rebates/free insurance. More recently, many states have enacted laws expressly defining and prohibiting stranger-originated life insurance (“STOLI”) practices, which in general involve the issuance of life insurance policies as part of or in connection with a practice or plan to initiate life insurance policies for the benefit of a third-party investor who, at the time of the policy issuance, lacks a valid insurable interest in the life of the insured. Under these laws, certain premium finance loan structures are treated as life settlements and, accordingly, may not be entered into at the time of policy issuance and for a two or five year period thereafter, depending on the state. Certain court decision issued over the past few years may also increase concerns with premium financed policies. In one recent decision, the Delaware Supreme Court stated that that the key focus in insurable interest cases is who paid the premiums. While the decision was not issued in connection with a premium financed policy, no assurance can be given that a court would not apply such reasoning to premium financed policies. We cannot predict whether a state regulator, insurance carrier or other party will assert that any of the Policies should be treated as having been issued as part of a STOLI transaction or otherwise were issued in contravention of applicable insurable interest laws. This risk is greater where the insured materially misstated his or her income and/or net worth in the life insurance application. Recent decisions in Florida and Delaware have increased the risk that challenges to premium financed policies may be decided in favor of the issuing insurance company. Moreover, because the Collateral consists of s portfolio of Policies that were originated in the same or a similar manner and in a limited number of states (generally, California and Wisconsin, although the insured may reside in other states), there is a heightened risk that an adverse court decision or other challenge or determination by a regulatory or other interested party with respect to a policy could have a material adverse effect with respect to a significant number of other Policies, including the rescission of Policies or the occurrence of other actions that prevent us from being entitled to receive or retain the death benefit under the related Policies upon the death of the related insured persons. Concerns of such nature could also negatively affect the market value and/or liquidity of the Policies.

Fraud in the application for life insurance can also affect our assets and our interest in our NIBs.

There are risks that the Policies were procured on the basis of fraud or misrepresentation in connection with the application for the policy. Types of fraud that have occurred in applications where carriers have successfully rescinded or voided the policies include, among others, misrepresentations concerning an insured’s financial net worth and/or income, need for and purpose of the life insurance protection, health or age and whether he or she is a smoker. Such risk of fraud and misrepresentation is heightened in connection with life insurance policies for which the premiums are financed through premium finance loans or other structured programs. In particular, there is a significant risk that applicants and potential insureds may not answer truthfully or completely to questions related to whether the life insurance policy premiums will be financed through a premium finance loan or otherwise, the applicants’ purpose for purchasing the policy or the applicants’ intention regarding the future sale or transfer of the life insurance policy. Such risk may be further increased to the extent life insurance agents communicate to applicants and potential insureds regarding potential premium finance arrangements or profits to be made on policies that will be sold after the contestability period. If an insured has made any material misrepresentation on his/her application for life insurance, there is a heightened risk that the insurance company will contest or successfully rescind or void the related policy, although an issuing insurance company may not be able to raise such claims after the expiration of the contestability period. Each of the Policies beyond the contestability period. Even if such fraud in the application could not serve as a basis to challenge a policy because the contestability period has expired, it may be raised as evidence that the policy was provided as part of a STOLI arrangement.

The risk of litigation with issuing insurance companies could substantially raise our costs of operation and increase or risk of loss.

Some of the programs relating to the premium finance transactions through which the Policies were originated, or other programs having similar characteristics, may be objectionable to certain life insurance companies and other parties, including certain regulators, on the basis of constituting a means of originating stranger-originated life insurance. Additionally, as described above, life insurance policies that are originated through the use of premium finance programs often present a greater risk of there having been fraud and/or misrepresentations in connection with the issuance of the policies. For these reasons, among others, it is possible that we may become subject to, or may otherwise become affected by, litigation involving one or more Issuing Insurance Companies (either as a plaintiff or a defendant), including claims by an issuing insurance company seeking to rescind a policy prior to or after the death of the related insured. Moreover, such risk may be enhanced with respect to an issuing insurance company that is experiencing financial difficulty, since a successful claim by an issuing insurance company could reduce its financial liabilities. In the event any litigation was to occur, we would bear the costs of defending against the litigation, and would be unable to predict its outcome, which could include our losing our right to receive (or retain) the proceeds otherwise payable under one or more of the Policies.

Contestability of life insurance Policies is a further risk that can result in the loss of the benefits on Policies and have adverse consequences on our results of operation.

The significance of the risk that an issuing insurance company may seek to rescind one or more Policies depends on whether the issuing insurance company is barred from bringing a rescission action by operation of an incontestability clause contained therein or contestability limitations applicable as a matter of state law. Each life insurance policy, in accordance with laws adopted in virtually every state in the United States, contains a provision that provides that, absent a failure to pay premiums, a policy shall be incontestable after it has been in force during the lifetime of the insured for a period of not more than two years after its date of issue. However, some states recognize an exception to incontestability where there was actual fraud in the procurement of the policy. A new contestability period may also arise in connection with information provided on any application for reinstatement of a life insurance policy following lapse of a policy due to non-payment of premiums, or an application for an increase in policy benefits. These events could prove to be adverse to us and our life settlement interests if the Policies are contested and the issuing insurance company is successful in any such claim.

Our longevity assumptions may prove to be inaccurate, and our interests in our NIBs and any other life settlement interests could lose value or be lost because we may not have the funds to pay required premiums beyond what was anticipated in these assumptions.

In addition to risks in the manner in which the Policies were originated, another principal risk related to ownership of the Policies, and consequently to us and investors in our common stock, is the uncertainty regarding the date of death of an insured with respect to a policy. Life expectancies are projected from the medical records of the insured and actuarial data based upon the historical experience of similarly situated persons. It is impossible to predict with certainty any insured’s life expectancy. We have and will base our longevity assumptions on the reports of third-party life expectancy providers, among whom there is no uniformity of assumptions, approach or procedure. Also, there are significant disputes among third-party life expectancy providers regarding the mortality rate relating to certain disease states and the efficacy of certain treatments. Many of these life expectancy providers have revised their methodologies resulting in increased longevity estimates. On January 22, 2013, 21st Services LLC announced a significant revision in their methodologies. These changes in methodologies may have reduced the internal rate of return on the Policies and could cause increased difficulty in financing premiums. The Loan Facility requires that certain loan to value ratios be maintained and decreases in policy values could result in violations of these provisions. There can be no assurance that additional revisions extending predicted life expectancies will not be forthcoming, exacerbating these risks.

Some factors that may affect the accuracy of a life expectancy report or other calculation of the estimated length of an individual’s life are:

the experience and qualifications of the medical professional or life expectancy company providing the life expectancy estimate;

the completeness and accuracy of medical records received by the life expectancy company;

the reliability of, and revisions to, actuarial tables or other mortality data published by public and private organizations or developed by a life expectancy company and utilized by its medical professionals;

the nature of any illness or health conditions of the insured disclosed or undisclosed;

changes in living habits and lifestyle of an insured and medical treatments, medications and therapies available to and used by an insured; and

future improvements in medical treatments and cures, and the quality of medical care the insured receives.

If the insured lives longer than any or all of the life expectancy appraisals predict, then the amounts available to us on our NIBs or other life settlement interests could be diminished, perhaps significantly, due to the additional time during which premiums will have to be paid in order to keep the related policy in force, the longer period that will elapse before any death benefits are paid on the related policy and the longer the time in which our ancillary operating, financing and servicing costs will be incurred. If the period for too many Policies exceeds beyond the maturity date for our Policies, then our interests in the Policies may have to be liquidated instead of receiving the related death benefits, and the market value of such Policies will necessarily be significantly less than the related death benefits.

Increases in cost of insurance could reduce our estimated returns and lower our revenues.

Insurers pass on a portion of their expenses to operate their business and administer their life insurance policies in the form of policy charges borne by each policyholder. In the event an insurer experiences significantly higher than anticipated expenses associated with operation and/or policy administration, the insurer has the right to increase the charges to each of its policy owners. In the event of material increases to the policy charges, it is possible that additional premium payments will be required to maintain the policy in force. While the increased cost of maintaining the affected Policies has been taken into account in our Servicer’s projection of premiums on the portfolio, there can be no assurance that there will be no additional increases nor can there be any assurance that premiums on other Policies will not be increased. No assurance can be given that we will have sufficient funds available to pay all premiums on the Policies if policy premiums increase.

The lapse of Policies will result in the entire loss of our interest in those particular Policies.

We will be required to make premium payments on the Policies in order to keep them in force. These payments generally will be made from amounts available to the Lux Sarls pursuant to the Loan Facility, Death Benefits, and MPIC Payments. If there are insufficient funds available for this purpose or if we (or the Servicer of the Policies) does not pay premiums on a policy in a timely manner, the policy could lapse and the value of the asset could be lost.

There is poor liquidity in the secondary market for life insurance and life settlements.

The secondary market for life insurance and life settlements is relatively illiquid, and it is often difficult to sell Policies or interests in Policies at attractive prices, if at all. The ability to sell Policies may be made even more difficult due to the nature in which the Policies were originated, especially with respect to policies where the premiums were financed by the original owner, and the increased risk associated with holding such Policies. The Collateral manager may be limited in its ability to liquidate assets if it needs to do so in order to raise funds to pay premiums or otherwise. We may experience a loss (including a total loss) if Policies must be liquidated under less than optimal circumstances.

Inflation and interest rate risk and their effect on the Policies.

If interest rates increase, the value of the Policies is likely to decrease. The market value of a policy is based, in large part, on the estimated discounted value of future cash flows from the policy, including death benefits, minus the estimated discounted value of future premiums due on, and other costs of maintenance of, the policy. Also, if the interest rates used to determine the market value of a policy change, the present value of the policy may also change. Generally, if interest rates increase, the present value of a life insurance policy decreases. If a policy holder is forced to sell a policy in a higher interest rate environment, the market price for the Policies may be less than the price at which such policy was acquired.

Carrier credit risk can adversely affect our interest in our NIBs or other life settlements.

We will be subject to the credit risk associated with viability of the issuing insurance company. The insolvency of an issuing insurance company or a downgrade in the ratings of an issuing insurance company could have a material adverse impact on the value of the Policies issued by the issuing insurance company, the collectability of the related death benefits and the ability of the issuing insurance company to pay the cash surrender value or other amounts agreed to be paid by the issuing insurance company. Any such impairment of the claims-paying ability of the issuing insurance company could materially and adversely affect the value of the Policies issued by the issuing insurance company, the ability of the policy holder to pay the premiums due on other Policies and our ability to pay any required policy premiums, fees and expenses of the service providers and our other expenses.

The inability to keep track of the insureds could keep us from updating the medical records of the insured.

It is important for the servicer to track the health status of an insured and keep information current, which is done by contacting the insured and/or other designated persons and obtaining updated medical records from an insured’s physician. There are significant U.S. federal and state laws relating to privacy of personal information that affect the operations of the servicer and its ability to properly service the Policies, especially with regard to obtaining current information from an insured’s physician.

Under the Health Insurance Portability and Accountability Act (“HIPAA”), the federal law that governs the release of medical records from medical record custodians, an insured may revoke his or her authorization for previously authorized third parties to receive medical records at any time, leaving the servicer unable to receive additional medical records.

The servicer may have to rely on a third party to track an insured, especially if states continue to adopt laws that would limit the ability of person other than a licensed life settlement provider or its authorized representative to control insureds for tracking purposes, and the servicer may lose contact with such insured. For example, the insured may move and not notify the servicer or any other third party that has authority to contact the insured. The servicer attempts to maintain contact information for the insured and/or one or more close family friends or relatives whenever possible so it can maintain contact with the insured. Additionally, the servicer subscribes to various databases that use public records and other information to track individuals. The servicer also subscribes to death notification services which use Social Security and public records information to notify the servicer if an insured has passed away so that it can begin the process of obtaining a death certificate and arranging for the payout of the policy. Changes adopted last year to the Social Security Administration’s Death Master File have resulted in the elimination of many state records that were previously included in the Death Master File. The number of new records being added to the Death Master File have been reduced by approximately 40%. Thus, it has become necessary to enhance alternative methods for learning of an insured’s death. On average, it now takes longer to learn about an insured’s death as compared to periods prior to the changes in the Death Master File.

Despite these various tracking methods, it is still possible for the servicer to lose contact with an insured, making any additional updates of medical condition for the insured impossible. There can also be no assurance that the servicer will learn of an insured’s death on a timely basis.

Lost insureds can result in a delay or a loss of an insurance benefit that would have a negative effect on our revenues and prospects.

Occasionally, the issuing insurance company may encounter (or assert) situations where the body of the insured or reasonable other evidence of death cannot be located and/or identified. For example, the insured may have been lost at sea and there may not be proof of death available for several years or at all. Alternatively, the fact that the original beneficiaries no longer have any financial interest in a claim under the policy may mean that the issuing insurance company faces practical obstructions to recording accurately and in a timely manner the death of the insured. In the event of a “lost” insured, the death claim may be delayed for up to seven years by the issuing insurance company. Under these circumstances, typically, the claim will then be paid with interest from the date that the insured was originally presumed lost. Nonetheless, it remains possible that it will be difficult or impossible to locate and/or identify an insured to establish proof of death and, as a result, the related issuing insurance company may significantly delay (but not ultimately avoid) payment of the underlying death benefit. This delay could result in a longer than anticipated holding period for a policy which, in turn, could result in a loss to us.

Delays in receiving insurance proceeds result in a decrease in the death benefit.

The death of an insured must have occurred to permit the servicer to file a claim with the issuing insurance company for the death benefit. Obtaining actual knowledge of death of an insured, as discussed above, may prove difficult and time-consuming due to the need to comply with applicable law regarding the contacting of the insured’s family to ascertain the fact of death and to obtain a copy of the death certificate or other necessary documents in order to file the claim. The death benefit typically increases subsequent to death by an interest rate that is less than the Senior Loan; thus, the policy proceeds become less valuable as time passes.

U.S. life settlement and viatical regulations may result in our being determined to have violated applicable law.

The purchase and sale of insurance policies in the secondary market from the policy’s original owner and among secondary market participants is subject to regulation in approximately 45 states and Puerto Rico. The scope of the regulations and the consequences of their violation vary from state to state. In addition, within a given state, the regulations may vary based upon the life expectancy of the insured at the time of sale or purchase. In many states, a policy on an insured with a life expectancy of two years or less is referred to as a “viatical settlement” or a “viatical.” A policy on an insured with a life expectancy of more than two years is referred to as a “life settlement.” The policy holders have not, and do not intend to, purchase viatical settlements and should not be subject to the regulatory regimes that govern these policies. However, the states vary in their technical definitions of viatical settlements and life settlements, and state insurance regulators, who are charged with interpretation and administration of insurance laws and regulations, vary in their interpretations. Therefore, despite our expectations, it may be possible that under the rules of a particular state a policy underlying our NIBs that is not commonly thought of as a viatical settlement may meet the technical definition thereof. Engaging in the purchase or sale of life settlements or viatical settlements in violation of applicable regulatory regimes could result in fines, administrative and civil sanctions and, in some instances, criminal sanctions. United States and state securities laws could have an adverse effect on our ability to liquidate any Policies we believe should be sold.

It is possible that, depending on the facts and circumstances attending a particular sale of a life insurance policy, a sale could implicate state and federal securities laws. The failure to comply with applicable securities laws in connection with dealings in life settlement transactions could result in fines, and administrative and civil sanctions and, in some instances, to criminal sanctions. In addition, parties may be entitled to a remedy of rescission regarding such transactions. State guaranteed funds give some protection for payments under Policies, but no assurance can be given that we will benefit from them.

With respect to the Policies, the payment of death benefits by issuing insurance companies is supported by state regulated reserves held by the issuing insurance companies and, under certain circumstances and in limited amounts that vary from state to state, state supported life and health insurance guaranty associations or funds. However, such reserves and guaranty funds, to the extent in existence, may be insufficient to pay all death benefits under the Policies issued by an issuing insurance company if such issuing insurance company becomes insolvent. The obligation of a state guaranty fund to make payments may not be triggered in certain circumstances. In addition, in

the event of an issuing insurance company insolvency, courts and receivers may impose moratoriums or delays on payments of cash surrender values and/or death benefits. In addition, the benefits of most or all of such state supported guaranty funds are capped per insured life (irrespective of the number of policies issued and outstanding on the life of such individual), which caps are generally less than the net death benefits of the insurance policies. Guaranty fund laws often include aggregate limits payable with respect to any one life across different types of insurance policies, generally $300,000 to $500,000 depending on the state. Most state guaranty funds are statutorily created and the legislatures may amend or repeal the laws that govern them. In addition, most state guaranty fund laws were enacted with the stated goal of assisting policyholders resident in such states. Therefore, non-resident policyholders, beneficiaries, and claimants may not be covered or may be covered only in limited circumstances. As a result, state guaranty funds will likely provide little protection to us in the event of the insolvency of an issuing insurance company.

We may incur liability for failing to comply with U.S. privacy safeguards.

Both federal and state statutes safeguard an insured’s private health information. In addition, insureds frequently have an expectation of confidentiality even if they are not legally entitled to it. If any of the Collateral manager, the Administrator, the Trustee, the Servicer, the Securities Intermediary, or the Custodian (each, a “service provider”) properly obtains and uses otherwise private health information, but fails to maintain the confidentiality of such information, such service provider may find itself the recipient of complaints from the affected individuals, their families and relatives and, potentially, interested regulatory authorities. Because of the uncertainty of applicable law, it is not possible to predict the outcome of such disputes. Additionally, it is possible that, due to a misunderstanding regarding the scope of consents that a service provider possesses, such service provider may request and receive from health care providers information that it in fact did not have a right to request or receive. Once again, if a service provider finds itself to be the recipient of complaints for these acts, it is not possible to predict what the results will be. This uncertainty also increases the likelihood that a service provider may sell, or cause to be sold, Policies in violation of applicable law, which could potentially result in additional costs related to defending claims or enduring regulatory inquiries, rescinding such transactions, possible legal damages and penalties and probable reduced market value of the affected Policies. Each of the foregoing factors may delay or reduce our return on Policies, and we may suffer a loss (including a total loss) on our investment in our NIBs or Policies or other life settlement interests.

Access to accurate and current medical information regarding the insured is necessary to evaluate Policies, but is affected by U.S. privacy concerns.

The value of a life insurance policy underlying our NIBs is inherently tied to the remaining life expectancy of the insured and information necessary to perform this valuation may not be available at the time of purchase or sale. For example, if a policy is being purchased in the secondary market from an entity that had earlier purchased the policy directly from the insured, it is likely that the insured made his or her medical records available at the time of his or her sale of the policy to the initial purchaser. However, if necessary consents were not obtained from the insured it is possible that this information cannot legally be made available at the time of the subsequent purchase of the policy. If it is legally available to the subsequent purchaser, it is possible that such information is outdated and of little utility for a current evaluation of the remaining life expectancy of the insured. Even if the insured made available to the then owner of the policy a general consent that purports to give the owner of the policy the right to subsequently request and receive medical information from the insured’s health providers, it is possible for the insured, in the interim, to have revoked such consent. Likewise, it is possible that under applicable law, the consent expires after a certain period of time. Even if the consent is effective, without the then cooperation of the insured it may be difficult to convince the insured’s health care providers of the consent’s efficacy and as such they may be reluctant to release medical information. These impediments to accessing current medical information can prove to be a significant obstacle to the proper valuation of a policy at the time of either the policy’s purchase or sale.

Changes to foreign banking laws and regulations or decreased lending capacity for life settlements could have a negative impact on our ability to obtain loans with respect to our life insurance products and limit our ability to acquire additional life insurance products.

Our current business model relies on the availability of the Loan Facility. In the event of adverse regulatory changes or reduced capacity for life settlement lending, we could experience the same liquidity issues that have plagued other market participants. Changes to the Senior Lender’s loan to value requirements and changes to regulatory large exposure limits could also result in liquidity issues for us. As mentioned above, changes in life expectancies could cause decreases in policy values, which could result in loan to value violations and violations of large exposure limits. Either violation could result in need to provide liquidity to pay down the loan balances.

The availability of MPIC coverage is a condition of our business model and assumptions, which, if unavailable, will substantially increase our risk of failure.

The MPIC is a relatively new product, and there are no guarantees that the MPIC Providers will be able to meet our coverage needs.

FINANCIAL INFORMATION

This Current Report contains certain forward-looking statements, and for this purpose, any statements contained in this Current Report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements. These forward-looking statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending upon a variety of factors, many of which are outlined under the captions “Business” and “Risk Factors” of this Item 5.01 above and elsewhere in this Current Report. These factors include, but are not limited to, economic conditions generally in the United States and internationally, and in the markets in which we have and may participate in the future, competition within our chosen industry, our current and intended business, our assets and plans, the effect of applicable United States and foreign laws, rules and regulations and our failure to successfully develop, compete in and finance our current and intended business operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Plan of Operation

We are engaged in the business of purchasing or acquiring life insurance policies and residual interests in or financial products tied to life insurance policies, including notes, drafts, acceptances, open accounts receivable and other obligations representing part or all of the sales price of insurance, life settlements and related insurance contracts being traded in the secondary marketplace, often referred to as the “life settlements market. These life insurance interests are anticipated to be held to maturity. Our plan of operation for the next 12 months is to continue the acquisition of these life insurance interests whereby we will acquire the interests in life insurance policies at a discount to their face value for investment purposes. We have begun purchasing net beneficial interests in life insurance policies (“NIBs”) in our current period. This is not a market sector without competition, and at present, we are a minor competitor. We will need substantial funds to effectively complete in this industry, and no assurance can be given that we will be able to adequately fund our current and intended operations, whether through revenues generated from our current interest in the NIBs we recently acquired or through debt or equity financing. See the caption “Business” of this Item.

Revenue and Cost Recognition

We recognize revenue at the time a settlement closes and collection is reasonably assured.

Operating and General & Administrative Expenses

Operating Expenses

Operating expenses consist of general and administrative expenses and professional fees. During the period from inception to March 18, 2013, operating expenses consists of $3,666 of general and administrative expenses and $18,217 of professional fees. General and administrative expenses consist of bank charges and travel expenses and professional fees consist of $18,217 in legal fees.

Other Expenses

Other expenses consist of interest accrued on the note payable of $2,999,000 used to purchase the investment in net insurance benefits. During the period from inception to March 18, 2013, interest expenses have accrued in the amount of $2,301.

Income Taxes

At March 18, 2013, we had no taxable income.

Capital and Liquidity

We have cash assets at March 18, 2013, of $172,750. We have a stock subscription receivable of $433,275 and $6,299,000 in investment in net insurance benefits. We have only common stock as our capital resource. We will be reliant upon stockholder loans or private placements of equity to fund any kind of operations. We have secured no sources of loans.

We raised $33,275 in subscriptions to purchase 33,275,000 shares of our common stock from our founders from our inception and through the end of our current fiscal year ended March 31, 2013; and we also raised an additional $3,872,975 for the sale of 3,762,369 shares of our common stock in a private placement to “accredited investors” under Rule 506 and Regulation D of the SEC prior to March 31, 2013, at $1.0294 per share.

For the period from inception through March 18, 2013, we had net cash used in operating activities of $3,300,225. We used $3,300,000 to purchase the investment in net insurance benefits, including $300,000 for a consulting fee directly associated with this purchase. Net cash provided by financing activities totaled $3,472,975, which represents the funds we received from the private placement through March 18, 2013.

Long-Term Debt

At March 18, 2013, we had no long-term debt. We may borrow money in the future to finance our future operations. Any such borrowing will increase the risk of loss to the investor in the event we are unsuccessful in repaying such loans.

We may issue additional shares to finance our future operations, although we do not currently contemplate doing so. Any such issuance will reduce the control of previous investors and may result in substantial additional dilution to investors purchasing shares from this offering.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements for the year ended March 31, 2012.

PROPERTIES

We currently lease a small space of approximately 200 square feet located at 4626 north 300 West, Suite 365, Provo, Utah 84604, on a month to month arrangement for $800 per month. We are also looking to lease space for our principal executive officers to be located in Irvine, California.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Security Ownership of Certain Beneficial Owners

The following tables set forth the share holdings of those persons who were principal shareholders owning 5% of more of our common stock as of the date of this Current Report.

Ownership of Principal Stockholders

(1)

Unless indicated otherwise, all share ownership is direct.

(2)

ZOE, LLC and Radiant Life, LLC are beneficially owned by Mitchell D. Burton.

(3)

Primary Colors, LLC is beneficially owned by Ty Mattingly, a director of the Company; also see the table “Ownership of Officers and Directors” below.

(4)

Smartrade Consulting, Inc. is held by Summit Trustees PLLC for the beneficial owner, Lam Ping of Hong Kong.

SEC Rule 13d-3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days. Any securities not outstanding which are subject to such options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person. Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person. At the present time there are no outstanding options or warrants.

Security Ownership of Management

The following table sets forth the share holdings of our directors and executive officers as of the date of this Current Report:

Ownership of Officers and Directors

(1)

Unless indicated otherwise, all share ownership is direct.

(2)

Mr. Mattingly ownership includes 4,0000,000 shares owned in the name of Primary Colors, LLC and 1,500,000 shares owned in the name of North Shore Foundation, LLP. Mr. Mattingly is the beneficial owner of Primary Colors, LLC and North Shore Foundation, LLP.

Changes in Control

The closing of the Merger resulted in a change in control of Java Express. See the heading “Change in Control” of Item 1. To the knowledge of management, there are no other current arrangements or understandings that may result in a change in control of the Reorganized Company.

DIRECTORS AND EXECUTIVE OFFICERS

Identification of Our Directors and Executive Officers

Presently serves in the capacities indicated opposite his name.

Background and Business Experience

Mr. Dickman is 63 years of age. In 1984, Mr. Dickman started a “sales rack” jobbing operation supplying grocery stores with movies for rent and purchase. As founder and CEO of Video II, the business grew from servicing one store to over 1,400 located in 38 states. During the first 10 years, Video II retired $20,000,000 in debt while returning an average of a 15% return to its owners; and during the next 11 years, its operations continued debt free and profitable. Video II had over 400 employees at one time, with Mr. Dickman overseeing all facets of the business as its CEO. In 2005, Mr. Dickman sold his interest in Video II, and has since concentrated his efforts on a variety of investments, including stocks and real estate.

Mr. Mattingly is 50 years old. He has been a successful and active private equity and angel investor since 2004. He co-founded SBI-Razorfish in 1998, and led its growth to become one of the largest independent interactive marketing firms in the country. This was accomplished by acquiring many of the largest publicly and privately held interactive marketing firms in the world. He sold the firm to Aquantive, which was later acquired by Microsoft. Prior to co-founding SBI-Razorfish, Mr. Mattingly was the co-founder and Senior Vice President of Sales and Business Development for Novonyx, a joint venture between Novell and Netscape, which was later acquired by Novell. Prior to his accomplishments at Novonyx, he worked at Novell and IBM in a variety of senior executive, management and marketing roles. Mr. Mattingly graduated from the College of Engineering at Brigham Young

University, where he was a member of the 1984 NCAA National Championship Football Team and an Academic All-American.

Mr. Pearson is 59 years old. For the past 13 years, Mr. Pearson has been employed by JWD Management Corp., dba, Video II. He has served as National Sales Manager, Vice President of Operations, Vice President, President and CEO. For 26 years, Video II has provided movie and DVD rental and other related services for grocery chains nationwide. Mr. Pearson has managed the video rental program in 900 different grocery store locations. He has also fully managed the program that included videos and DVDs for sale, as well as other products in over 1,400 locations. He oversaw a full service merchandising program with representatives that serviced the products Video II supplied to the grocery stores, supervising over 70 employees at Video II’s corporate offices and over 450 employees in 33 states. Video II was recognized as the largest video "racker" in the U.S. During this same time frame, Mr. Pearson owned and managed his own residential and commercial investment properties. Mr. Pearson attended Brigham Young University from 1972 to 1977, in Business Management. He also served a full-time church mission to Scotland from October 1972 to October 1974; obtained a real estate brokers license in 1977; and received Series 7 Securities License in 1978.

Significant Employees

Lisa L. Fuller, Esq. is 46 years of age and is our general legal counsel. She is licensed in Texas and Oklahoma, with 12 years of law firm experience and seven years of in house counsel experience, in the areas of tax, contracts, corporations and partnerships, estate planning, insurance and exempt organizations. From 2009 to present, she has been general legal counsel for NorthStar Life Services, LLC, of Irvine, California, where she managed a four person legal department; Structured international and domestic companies and transactions, reviewed and negotiated contracts; Managed all company litigation; tax planning (U.S. and internationally, with a focus in Luxembourg, Germany and the Cayman Islands); and oversaw purchase of a German bank and assisted with obtaining various approvals from the German regulators related to business plans and deposits. She also served as general legal counsel for Pacifica Group, LLC, of Irvine, California, a predecessor of NorthStar, from 2006 until 2009, where, in addition other services similar to those performed for NorthStar, she lobbied for the passage of regulations related to life settlements. She graduated from New York University, New York, NY, with an LL.M. Degree in Taxation, 1993; the University of Oklahoma, Norman, OK, receiving a J.D. Degree, 1992; and Trinity University, San Antonio, TX, receiving a B.A. Degree in Finance, 1988. Lisa is a member of the Bar Associations of California, Oklahoma and Texas.

Directorships Held in Other Reporting Companies

None of our directors or executive officers is a director of a company that is required to file reports under Sections 15 or 13(d) of the Exchange Act.

Involvement in Certain Legal Proceedings

During the past 10 years, no director, promoter or control person of our Company:

has filed a petition under federal bankruptcy laws or any state insolvency laws, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

was convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from or otherwise limiting the following activities:

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

Engaging in any type of business practice; or

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in the preceding bullet point, or to be associated with persons engaged in any such activity;

was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any Federal or State securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;

was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

any Federal or State securities or commodities law or regulation; or

any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

any law or regulation prohibiting mail or wire fraud in connection with any business activity; or

was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, or any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Promoters and Control Persons.

To the best of our management’s knowledge, and except as indicated below, no person who may be deemed to have been a promoter or founder of our Company was the subject of any of the legal proceedings listed under the heading “Involvement in Certain Legal Proceedings” above; however, Kraig T. Higginson, who was the incorporator and one of the founding directors of ANEW LIFE, resigned as a director of Raser Technologies, Inc., a Delaware corporation, on February 11, 2011. Raser Technologies, Inc. filed bankruptcy proceedings on April 29, 2011.

Compliance with Section 16(a) of the Exchange Act

Our shares of common stock are registered under the Exchange Act, and therefore the officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions of Section 16(a), which requires them to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other

equity securities. Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. Based solely upon review of the copies of such forms furnished to us during the fiscal year ended March 31, 2012, and to the date of this Current Report, all filings were timely filed:

Code of Ethics

We have adopted a code of ethics for our principal executive and financial officers. Our code of ethics was filed as an exhibit to our 10-KSB for December 31, 2004. See Item 9.01.

Corporate Governance

Nominating Committee

We have not established a Nominating Committee because we have only three directors and two executive officers, and we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.

If we do establish a Nominating Committee, we will disclose this change to our procedures in recommending nominees to our Board of Directors.

Audit Committee

We have not established an Audit Committee because we have only three directors and two executive officers and our business operations are conducted in one facility. We believe that we are able to effectively manage the issues normally considered by an Audit Committee.

If we do establish an Audit Committee, we will disclose this change to our procedures in recommending nominees to our Board of Directors.

EXECUTIVE COMPENSATION

All Compensation

Randall F. Pearson and Glenn S. Dickman, our President and Secretary, respectively, since March 29, 2013, or the closing of the Merger with ANEW LIFE, received no compensation from us during the fiscal year ended March 31, 2013. Neither was paid any compensation for services as an officer or employee of ANEW LIFE from its inception on January 31, 2013, to the closing of the Merger with ANEW LIFE. It is anticipated that compensation will be paid to these gentlemen in the future, the terms of which have not been negotiated or considered at this time.

The following table sets forth the aggregate compensation (or lack thereof) paid by us to our former officers for services rendered during the periods indicated:

Summary Compensation Table

Outstanding Equity Awards

We have no outstanding equity or similar awards, with the exception of a 5,000 share stock option granted to a former director, Jini Suttner. Ms. Suttner was a founder and a director of ANEW LIFE and was designated as a director of Java Express on the closing of the Merger on March 29, 2013, but resigned on April 1. 2013. The stock option was granted for her service, and will be subject to such terms and conditions as the Board of Directors may set, in conjunction with its planned adoption of a stock option or similar plan to be adopted in the near future for the benefit of employees, officers and directors.

Compensation of Directors

No compensation was paid to any director for service as a director of ANEW LIFE from its inception on January 31, 2013, to the closing of the Merger with ANEW LIFE.

No compensation was paid to any of our directors during the nine months ended December 31, 2012, or the last two fiscal years ended March 31, 2012, and 2011.

Director Compensation


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
Mark Burdge	None	None	None	None	None	None	None
Del Higginson	None	None	None	None	None	None	None

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Transactions with Related Persons

We had related party advances from Globe Energy Technology, LLC, controlled by our former director and executive officer, Mark C. Burdge, of $2,500 during the fiscal year ended March 31, 2012; and $2,500 during the fiscal year ended March 31, 2011.

We also had related party advances from Kraig T. Higginson of $10,300 during the fiscal year ended March 31, 2012; and $2,500 during the fiscal year ended March 31, 2011.

ANEW LIFE has had no related party transaction from its inception to the end of its current fiscal year, March 31, 2013.

Promoters and Certain Control Persons

See the heading “Transactions with Related Persons” above.

Parents of the Smaller Reporting Company

We have no parents.

Director Independence

We do not have any independent directors serving on our Board of Directors.

LEGAL PROCEEDINGS

To the best of our knowledge, there are no legal proceedings pending or threatened against Java Express or ANEW LIFE; and there are no actions pending or threatened against any of Java Express’ or ANEW LIFE’s directors or officers that are adverse to Java Express or ANEW LIFE.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

There is no “established trading market” for our shares of common stock. Commencing on or about March 21, 2005, our shares of common stock were listed on the OTC Bulletin Board of FINRA under the symbol “JVEX”; however, our shares are thinly traded and management does not expect any established trading market to develop in our shares of common stock unless and until our operations and prospects improve. In any event, no assurance can be given that any market for our common stock will develop or be maintained. If a viable public market develops in the future, the sale of shares of our common stock that are deemed to be “restricted securities” pursuant to Rule 144 of the SEC by members of management or others may have a substantial adverse impact on any such market; however, these shares, amounting to approximately 2,935,000 shares, are limited from public sale by subparagraph (i) of Rule 144 because we were a “shell company” prior to the closing of the ANEW LIFE Merger. See the heading “Shell Companies” below. There are presently approximately 826,000 shares of our common stock in public stockholder hands that are deemed to be “free trading” shares. Also, see the heading “Lock-Up/Leak-Out Agreements” in Item 1 that affect all common stock of Java Express held by founding stockholders of ANEW LIFE, and the Merger Capitalization Tables in Item 1, for information about “piggy-back” registration rights afforded to non-founding stockholders of ANEW.

Set forth below are the high and low closing bid prices for our common stock for each quarter of fiscal years ended March 31, 2013 and 2012. These bid prices were obtained from the FINRA composite feed or other qualified

interdealer quotation medium. All prices listed herein reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.



	Closing Bid
Fiscal Year Ended	High	Low
March 31, 2012
April 1 through June 30, 2011	.11	.11
July 1 through September 30, 2011	.12	.11
October 1 through December 31, 2011	.77	.75
January 1 through March 31, 2013	.77	.77
March 31, 2012
April 1 through June 30, 2011	.16	.10
July 1 through September 30, 2011	.10	.10
October 1 through December 31, 2011	.11	.07
January 1 through March 31, 2012	.11	.11

Rule 144

The following is a summary of the current requirements of Rule 144:


	Affiliate or Person Selling on Behalf of an Affiliate	Non-Affiliate (and has not been an Affiliate During the Prior Three Months)
Restricted Securities of Reporting Issuers	During six-month holding period – no resales under Rule 144 Permitted. After Six-month holding period – may resell in accordance with all Rule 144 requirements including: · Current public information, · Volume limitations, · Manner of sale requirements for equity securities, and · Filing of Form 144.	During six- month holding period – no resales under Rule 144 permitted. After six-month holding period but before one year – unlimited public resales under Rule 144 except that the current public information requirement still applies. After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.
Restricted Securities of Non-Reporting Issuers	During one-year holding period – no resales under Rule 144 permitted. After one-year holding period – may resell in accordance with all Rule 144 requirements including: · Current public information, · Volume limitations, · Manner of sale requirements for equity securities, and · Filing of Form 144.	During one-year holding period – no resales under Rule 144 permitted. After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.

Shell Companies

The following is an excerpt from Rule 144(i) regarding resales of securities of shell companies:

“(i) Unavailability to securities of issuers with no or nominal operations and no or nominal non-cash assets .

(1)

This section is not available for the resale of securities initially issued by an issuer defined below:

(i) An issuer, other than a business combination related shell company, as defined in §230.405, or an asset-backed issuer, as defined in Item 1101(b) of Regulation AB (§229.1101(b) of this chapter), that has:

(A)

No or nominal operations; and

(B)

Either :

(1) No or nominal assets;

(2) Assets consisting solely of cash and cash equivalents; or

(3) Assets consisting of any amount of cash and cash equivalents and nominal other assets; or

(ii)

An issuer that has been at any time previously an issuer described in paragraph (i)(1)(i).

(2)

Notwithstanding paragraph (i)(1), if the issuer of the securities previously had been an issuer described in paragraph (i)(1)(i) but has ceased to be an issuer described in paragraph (i)(1)(i); is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issue was required to file such reports and materials), other than Form 8-K reports (§249.308 of this chapter); and has filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer an issuer described in paragraph (i)(1)(i), then those securities may be sold subject to the requirements of this section after one year has elapsed from the date that the issuer filed “Form 10 information” with the Commission.

(3)

The term “Form 10 information” means the information that is required by Form 10 or Form 20-F (§249.220f of this chapter), as applicable to the issuer of the securities, to register under the Exchange Act each class of securities being sold under this rule. The issuer may provide the Form 10 information in any filing of the issuer with the Commission. The Form 10 information is deemed filed when the initial filing is made with the Commission.

Securities of a shell company cannot be publicly sold under Rule 144 in the absence of compliance with this subparagraph, though the SEC has implied that these restrictions would not be enforced respecting securities issued by a shell company while it was not determined to be a shell company. The filing of this Current Report is intended to satisfy the filing of the “Form 10 Information” and commence the one year holding period of Rule 144(i).

Section 4(1) of the Securities Act

Since prior to the closing of the Merger with ANEW LIFE, we were a “shell company” as defined in SEC Exchange Act Rule 12b-2 and subparagraph (i) of Rule 144, our shares of common stock cannot be publicly resold under Rule 144 until we comply with the requirements outlined above under the heading “Shell Companies.” Until those requirements have been satisfied, any resales of our shares of common stock must be made in compliance with the provisions of the exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), provided in Section 4(1) thereof, applicable to persons other than “an issuer, underwriter or a dealer.” That will require that such shares of common stock be sold in “routine trading transactions,” which would include compliance with substantially all of the requirements of Rule 144, regardless of its availability; and such resales will be limited to our non-affiliates or persons who have not been our “affiliates.” It is the position of the SEC that the Section 4(1) exemption is not available for the resale of any securities of an issuer that is or was a shell company, by directors, executive officers, promoters or founders or their transferees. See NASD Regulation, Inc. , CCH Federal Securities Law Reporter, 1990-2000 Decisions, Paragraph No. 77,681, the so-called “Worm-Wulff Letter.”

Notwithstanding anything to the contrary, any shares of our common stock that were issued prior to our cessation of business operations in 2006, which was prior to our being determined to have been a shell company, should not be subject to resale under Rule 144(i).

Holders

We currently have approximately 75 stockholders of record, not including an indeterminate number who hold shares in “street name.”

Dividends

There are no present material restrictions that limit our ability to pay dividends on our common or preferred stock. Presently, we have no plans to pay any dividends in the foreseeable future. The Board of Directors intends to pursue a policy of retaining earnings, if any, for use in our operations and to finance expansion of our business. Any declaration and payment of dividends in the future, of which there can be no assurance, will be determined by our Board of Directors in light of conditions then existing, including our earnings, financial condition, capital requirements and other factors. There are presently no dividends which are accrued or owing with respect to our outstanding common stock. No assurance can be given that dividends will ever be declared or paid on our common stock in the future.

Securities Authorized for Issuance under Equity Compensation Plans

We have no outstanding equity or similar awards, with the exception of a 5,000 share stock option granted to a former director, Jini Suttner. Ms. Suttner was a founder and a director of ANEW LIFE and was designated as a director of Java Express on the closing of the Merger on March 29, 2013, but resigned on April 1. 2013. The stock option was granted to express our thanks for her service, and will be subject to such terms and conditions as the Board of Directors may set, in conjunction with its planned adoption of a stock option or similar plan to be adopted in the near future for the benefit of employees, officers and directors.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

With the exception of the unregistered securities issued under the Merger Agreement with ANEW LIFE described in Item 1.01, we have not issued any unregistered securities during the past three fiscal years ended March 31, 2013. See Item 1.01. The exchange of these shares under the ANEW LIFE Merger is believe to have been exempt from the registration requirements of the Securities Act under SEC Rule 506 and Regulation D promulgated thereunder.

ANEW LIFE raised $33,375 in subscriptions to purchase 33,375,000 shares of its common stock from founders at its inception and through the end of its current fiscal year ended March 31, 2013; and it also raised an additional $3,872,975 for the sale of 3,762,369 shares of its common stock in a private placement to “accredited investors” under Rule 506 and Regulation D of the SEC prior to March 31, 2013, at $1.0294 per share.

Use of Proceeds of Registered Securities

There were no proceeds received by us during the fiscal years ended March 31, 2013, 2012 or 2011, from the sale of registered securities.

Purchases of Equity Securities by Us and Affiliated Purchasers

There were no purchases of our equity securities by us or any of our “affiliates” during the fiscal year ended March 31, 2012, or to the date hereof.

ANEW LIFE was founded on January 31, 2013. Information on shares issued by ANEW LIFE to founders and others can be found in the Capitalization Tables contained in Item 1.

DESCRIPTION OF SECURITIES

We are authorized to issue 500,000,000 shares of common stock of a par value of one mill ($0.001) per share and 10,000,000 shares of preferred stock of a par value of one mill ($0.001) per share, effective November 27, 2012. See our Certificate of Amendment to our Articles of Incorporation filed as an Exhibit to this Current Report in Item 9.01 ( Exhibit 3(i)(a) ); and our Proxy Statement filed with the SEC on October 15, 2012, and mailed to our stockholders on or before October 30, 2012, and which is incorporated herein by reference. Also, see our Amended and Restated Articles of Incorporation filed with this Current Report as Exhibit 3(i) . See Item 9.01.

The holders of our common stock are entitled to one (1) vote per share on each matter submitted to a vote at a meeting of our stockholders. Our shareholders have no pre-emptive rights to acquire additional shares of our common stock or other securities; nor shall our stockholders be entitled to vote cumulatively in the election of directors or for any other purpose. Our common stock is not subject to redemption rights and carries no subscription or conversion rights. All shares of our common stock now outstanding are fully paid and non-assessable.

None of our shares of preferred stock are issued or outstanding. The preferred stock has such rights and preferences as the Board of Directors shall determine in accordance with our Articles of Incorporation and Chapter 78 – Public Corporations, of the Nevada Revised Statutes (the “Nevada Law”). Our Articles of Incorporation provide that the Board of Directors may exercise its discretion respecting any class or series of preferred stock designated, in addition to any other rights or powers not prohibited under Nevada Law, in determining: (1) the number of shares constituting a series, the distinctive designation of a series and the stated value of a series, if different from the par value; (2) whether the shares or a series are entitled to any fixed or determinable dividends, the dividend rate (if any) on such shares, whether the dividends are cumulative and the relative rights or priority of dividends on shares of that series; (3) whether the shares or a series has voting rights in addition to the voting rights provided by Nevada Law and the terms and conditions of such voting rights; (4) whether the shares or a series will have or receive conversion or exchange privileges and the terms and conditions of such conversion or exchange privileges; (5) whether the shares or a series are redeemable and the terms and conditions of such redemption, including the manner of selecting shares for redemption if less than all shares are to be redeemed, the date or dates on or after which the shares in the series will be redeemable and the amount payable in case of redemption; (6) whether the shares or a series will have a sinking fund for the redemption or purchase of the shares in the series and the terms and the amount of such sinking fund; (7) the right of the shares or a series to the benefit of conditions and restrictions on the creation of indebtedness of us or any subsidiary, on the issuance of any additional capital stock (including additional shares of such series or any other series), on the payment of dividends or the making of other distributions on any of our outstanding stock and the purchase, redemption or other acquisition by us, or any subsidiary, of any of our outstanding stock; (8) the rights of the shares or a series in the event of voluntary or involuntary liquidation, dissolution or winding up of our affairs and the relative rights of priority of payment of a series; and (9) any other relative, participating, optional or other special rights, qualifications, limitations or restrictions of such shares or series.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada Law

Under Nevada Law, a corporation has the power to indemnify any person who is made a party to any civil, criminal, administrative or investigative proceeding, other than an action by or in the right of the corporation, by reason of the fact that such person was a director, officer, employee or agent of the corporation, against expenses, including reasonable attorneys’ fees, judgments, fines and amounts paid in settlement of any such actions; provided, however, in any criminal proceeding, the indemnified person shall have had no reason to believe the conduct committed was unlawful.

Section 78.751 of the Nevada Law provides that each corporation shall have the following powers regarding indemnification:

(1) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative,

except an action by or in the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, does not, of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.

(2) A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction, determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity such expenses as the court deems proper.

(3) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein, he must be indemnified by the corporation against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

(4) Any indemnification under subsections 1 and 2, unless ordered by a court or advanced pursuant to subsection 5, must be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made:

(a) By the stockholders;

(b) By the board of directors by majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding;

(c) If a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel, in a written opinion; or if a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion.

(d) The certificate or articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.

(5) The indemnification and advancement of expenses authorized in or ordered by a court pursuant to this section:

(a) Does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the certificate or articles of incorporation or any bylaw, agreement, vote of stockholders of disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court pursuant to subsection 2 or for the advancement of expenses made pursuant to subsection 5, may not be made to or on behalf of any director or officer

if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action.

(b) Continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person.

Articles of Incorporation

Article VIII of our Articles of Incorporation provides:

The corporation shall, to the fullest extent permitted by Nevada Law, indemnify any and all persons whom it shall have power to indemnify under said law from and against any and all of the expenses, liabilities or other matters referred to in or covered by said law, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Bylaws

Section 8.01, Article VIII of our Bylaws states the following with regard to indemnification regarding “Third Party Actions”:

The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) judgments, fines, and amounts paid in settlement actually and reasonably incurred by him or her in connection with any such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful.

Section 8.02, Article VIII of our Bylaws, states the following with regard to indemnification “Corporate Actions”:

The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such a person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

There are additional provisions related to indemnification in the event of a determination in any action, suit or proceeding (Section 8.03); that the indemnification provisions in the Bylaws are not exclusive (Section 8.04); that advances of funds in defending any civil or criminal action, suit or proceeding may be advanced on the majority

vote of a quorum of the Board of Directors (Section 8.05); the scope of the indemnification, indicating that it shall apply to present and future directors, officers, employees and agent (Section 8.06); and that insurance may be maintained to cover indemnification obligations (Section 8.07).

For additional information on these indemnification provisions in our Bylaws, reference is made to Exhibit 3(ii) , which is filed as an Exhibit to this Current Report. See Item 9.01.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

See Item 4.01.

FINANCIAL STATEMENTS AND EXHIBITS

See Item 9.01.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

See the heading “Changes in Control” of Item 1, and the caption “Directors and Executive Officers” of Item 5.01.

Item 5.06 Change in Shell Company Status.

See Items 1.01 and 5.01.

Item 9.01 Financial Statements and Exhibits.

(a)

Financial statements of businesses acquired.

ANEW LIFE, INC.

(A DEVELOPMENT STAGE COMPANY)

INDEX TO AUDITED FINANCIAL STATEMENTS

FROM JANUARY 31, 2013 (INCEPTION) TO MARCH 18, 2013

Page(s)

Report of Independent Registered Public Accounting Firm

Balance Sheet as of March 18, 2013

Statement of Operations and Comprehensive Loss from

January 31, 2013 (Inception) to March 18, 2013

Statement of Changes in Stockholders’ Equity from January

31, 2013 (Inception) to March 18, 2013

Statement of Cash Flows from January 31, 2013 (Inception)

to March 18, 2013

Notes to Financial Statements

52-57

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the members of the Board of Directors and Shareholders

ANEW LIFE, INC.:

We have audited the accompanying balance sheet of ANEW LIFE, Inc. [a development stage company] as of March 18, 2013, and the related statements of operations, stockholders' equity, and cash flows for the period from inception [January 31, 2013] through March 18, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ANEW LIFE, INC. [a development stage company] as of March 18, 2013, and the results of its operations and cash flows for the period from inception [January 31, 2013] through March 18, 2013, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that ANEW LIFE, INC. will continue as a going concern. As discussed in Note 11 to the financial statements, the Company has accumulated losses from operations and has a working capital deficit as of March 18, 2013. Management’s plans in regard to these matters are also described in Note 11. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Mantyla McReynolds, LLC

Mantyla McReynolds, LLC

Salt Lake City, Utah

April 4, 2013


ANEW LIFE, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
		March 18,
		2013
ASSETS

Current Assets
	Cash and Cash Equivalents	$	172,750

Total Current Assets			172,750

Other Assets
	Investment in Net Insurance Benefits		6,299,000

Total Other Assets			6,299,000

Total Assets		$	6,471,750

	LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
	Accounts Payable and Accrued Expenses	$	20,518
	Related party payables		3,441
	Notes Payable		2,999,000

Total Current Liabilities			3,022,959


Total Liabilities			3,022,959

Stockholders' Equity
	Common Stock, Authorized 50,000,000 Shares,
	Par Value $0.001; 37,037,369 Shares Issued and Outstanding		37,038
	Additional Paid In Capital		3,869,212
	Receivable for Common Stock Subscribed		(433,275)
	Deficit Accumulated During Development Stage		(24,184)

Total Stockholders' Equity			3,448,791

Total Liabilities and Stockholders' Equity		$	6,471,750

The accompanying notes are an integral part of these financial statements.


ANEW LIFE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
	From Inception [January 31, 2013] to March 18,
	2013

INCOME	$	-

OPERATING EXPENSES
General and Administrative Expenses		3,666
Professional Fees		18,217

Total Operating Expenses		21,883

Loss from Operations		(21,883)

Other Expense
Interest Expense		(2,301)

Total Other Expense		(2,301)

Loss Before Income Taxes		(24,184)
Income Tax Provision (Beneefit)		-

NET LOSS	$	(24,184)

Basic and Diluted Loss Per Share of Common Stock	$	(0.01)

Weighted Average Number of Shares Outstanding		33,915,403

The accompanying notes are an integral part of these financial statements.

ANEW LIFE, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

March 18, 2013

(1) DESCRIPTION OF BUSINESS

ANEW LIFE, INC. (“the Company” or “we”) was incorporated in the State of Utah on January 31, 2013. The Company is a specialty financial services company which engaged in the secondary market for life insurance known generally as “life settlements.” The Company purchases the net insurance benefit contracts (“NIB”) on life insurance policies between the sellers and purchasers, but does not take possession or control of the policies. The purchasers acquire the life insurance policies at a discount to their face value for investment purposes. The purchasers have available credit to pay premiums and expenses on the underlying policies until settlement. On settlement, the Company receives the net insurance benefit after all borrowings, interest, and expenses have been paid out of the settlement proceeds.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development Stage Company, The financial statements present the Company as a development stage company in accordance with ASC Topic 915, “Development Stage Entities,” because of its short operating history and minimal operations.

Estimates, The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents, For purposes of reporting cash flows, the Company considers all highly-liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Revenue Recognition, The Company recognizes revenue at the time a settlement closes and collection is reasonably assured.

Income (Loss) Per Common Share, Income (Loss) per common share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the periods presented. The Company has no potentially dilutive securities, such as convertible preferred stock, options, or warrants, outstanding during the periods presented. Accordingly, basic and dilutive loss per common share are the same.

Life settlement contracts, Cash receipts and disbursements on life settlement contracts are classified as operating cash flows based on the nature and purpose for which the life settlements were acquired for the primary purpose of the business. The Company accounts for life settlement contracts under the investment method.

Income Taxes, The Company utilizes the liability method of accounting for income taxes as set forth in ASC Topic 740, “Income Taxes.” Under the liability method, deferred taxes are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. An allowance against deferred tax assets is recorded when it is more likely than not that such tax benefits will not be realized.

Concentrations of Credit Risk and Major Customers. Policies are typically spread out over a portfolio which is maintained by a separate entity, PCH Financial S.a.r.l. (PCH). There is a significant concentration due to the Company only having one entity maintaining 100% of their policies.

(3) NEW ACCOUNTING PRONOUNCEMENTS

The Company has reviewed recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operations, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

(4) CASH AND CASH EQUIVALENTS

Cash and cash equivalents consists principally of currency on hand and demand deposits at commercial banks. The Company had $172,750 in cash and cash equivalents as of March 18, 2013.

(5) INVESTMENT IN NET INSURANCE BENEFITS

From time to time, we purchase interests in the net insurance benefit (“NIB”) on life insurance policies to hold for investment purposes. ASC 325-30, “Investments in Insurance Contracts,” provides that a purchaser may elect to account for its investments in net insurance settlement contracts based on the initial investment at the purchase price plus all initial direct costs. Typically, continuing costs (e.g., policy premiums, statutory interest and direct external costs, if any) to keep the underlying insurance policy in force are capitalized within the carrying value. The Company is not responsible for maintaining premiums or other expenses related to maintaining the net insurance settlement contracts. Instead, the net insurance benefit is reduced by policy premium payments and expenses and the capitalized carrying value remains unchanged. We have elected to use the investment method and refer to the recorded amount as the carrying value of the policies.

The carrying value of the investment in net insurance benefit contracts totaled $6,299,000 as of March 18, 2013. The table below describes the Investment in Net Insurance Benefit Contracts and the underlying policies at March 18, 2013:


Policies With Remaining Life Expectancy (in years)	Number of Interests in Life Settlement Contracts		Face Value of Underlying Policies				Net Insurance Benefit
0-1		0	$	-		$ -
1-2		0		-		-
2-3		0		-		-
3-4		0		-		-
4-5		3		16,000,000		13,679,504
Thereafter		19		113,228,934	96,807,227
Total of all policies		22	$	129,228,934	$ 110,486,731

The face value of the underlying policies of $129,228,934 represents the total insurance settlement on the life insurance policies. The Net Insurance Benefit (NIB) of $110,486,731 represents the portion of the face value available to the Company after policy premiums and expenses paid by policy holders through March 18, 2013.

We evaluate the carrying value of our investment in policies on a regular basis and adjust our total basis in the policies using new or updated information that affects our assumptions about remaining life expectancy, credit worthiness of the policy issuer, funds needed to maintain the asset until maturity, discount rates and potential return. We recognize impairment on net insurance benefit contract if the expected undiscounted cash flows are less than the carrying amount of the investment, plus anticipated undiscounted future premiums and direct external costs, if any. Impairment of the net insurance benefit contract is generally caused by the insured significantly exceeding the estimate of the original life expectancy, which causes the original policy costs and projected future premiums to exceed the estimated maturity value. We have not recognized an impairment from January 31, 2013 (inception) to the period ended March 18, 2013. The risks that we might experience as a result of investing in policies are an unknown remaining life expectancy, a change in credit worthiness of the policy issuer, increased or changes to applicable regulation of the investment, shortage of funds needed to maintain the asset until maturity and changes in

discount rates. The policy holder is currently financing the premiums. There are also risks associated with the policy holder’s ability to repay such financing and the occurrence of events of default under such financing.

Although paid by the policy holder, the estimated premiums to be paid on the underlying policies for each of the five succeeding fiscal years and thereafter up to the expected remaining life expectancies of the underlying insureds to keep the policies in force as of March 18, 2013, are as follows:


Year 1	$	3,362,977
Year 2		3,934,783
Year 3		4,205,216
Year 4		3,789,118
Year 5		3,406,188
Thereafter		21,484,776
Total estimated premiums	$	40,183,058

Other costs that would reduce the Net Insurance Benefits include interest on premium loans, repayment of certain mortality protection insurance claims related to insured living past their anticipated life expectancies, and other costs incurred by the policy holders, many of which are difficult to predict.

The majority of our Investment in Net Insurance Benefits was purchased as part of pledge agreement that was purchased for $5,999,000, with a portion paid in cash of $3,000,000 and the remainder covered by a secured note in the amount of $2,999,000. The note is secured by 50% of the net insurance benefits, which will be reduced as future payments are made on the note.

The Company paid $300,000 to consultants for arranging the purchase of the Net Insurance Benefit. The Company has capitalized this cost as an initial direct external cost in acquiring the investment.

(6) COMMITMENTS, CONTINGENCIES AND LEGAL MATTERS

Management of the Company has conducted a diligent search and concluded that there were no commitments, contingencies, or legal matters pending at the balance sheet dates that have not been disclosed.

(7) PROVISION FOR INCOME TAXES

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements to give effect to the temporary differences which may arise from differences in the bases of fixed assets, depreciation methods and allowances based on the income taxes expected to be payable in future years. Minimal development stage deferred tax assets arising as a result of net operating loss carry-forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. In the Company’s opinion, it is uncertain whether we will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a full valuation allowance equal to the deferred tax asset has been recorded.

The provision for income taxes consists of the following:


		3/18/2013
Current Taxes
Federal		-
State		-
Deferred Taxes
Federal		(9,432)
Benefits of operating loss carryforwards		9,432
State		-
Total Provision		-

The total deferred tax asset is calculated by multiplying a 39% marginal tax rate by the cumulative Net Operating Loss (“NOL”) of $24,184, which will begin to expire in 2032. The total valuation allowance is equal to the total deferred tax asset. Accordingly, deferred tax assets total approximately $9,432 as of March 18, 2013.

The tax effects of significant items comprising the Company's net deferred taxes as of March 18, 2013 were as follows:


	2013
Cumulative NOL	$	24,184
Deferred Tax assets:
Net operating loss carry forwards		9,432
Valuation allowance		(9,432)
	$	-

As it is the first year of operations, the valuation allowance increased by the full amount of $9,432.

The income tax provision differs from the amount of income tax determined by applying the U.S. federal tax rate of 34% to pretax income from continuing operations for the period ended March 18, 2013 due to the following:


	2013
Income tax benefit at U. S. federal statutory rates:	$	(8,223)
State Tax, net of Federal Benefit		(1,209)
Change in valuation allowance		9,432
	$	-

The Company has no tax positions at March 18, 2013 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.


	2013
Beginning of period unrecognized tax benefits	$	-
Increase/decrease in unrecognized tax benefit – tax positions		-
Increase/decrease in unrecognized tax benefit – settlements		-
Increase/decrease in unrecognized tax benefit – statute lapse		-
End of period unrecognized tax benefits	$	-

The Company recognizes interest accrued relative to unrecognized tax benefits in interest expense and penalties in operating expense. During the period from January 31, 2013 (date of inception) through March 18, 2013

the Company recognized no income tax related interest and penalties. The Company had no accruals for income tax related interest and penalties at March 18, 2013.

The tax year 2013 remains open to examination for federal income tax purposes and by other major taxing jurisdictions to which we are subject.

(8) RELATED PARTY PAYABLES

At March 18, 2013, the Company owed $3,441 to related parties (officers and directors) for expenses paid on behalf of the Company. The Company made no payments in the current period on these related party transactions as of March 18, 2013.

(9) NOTES PAYABLE

On March 11, 2013, the Company purchased an interest in life insurance policies totaling $5,999,000, with a portion paid in cash of $3,000,000 and the remainder covered by a secured note in the amount of $2,999,000. The note bears a compounding per annum interest rate of 4% with a maturity date of December 31, 2013. Payment of principal and interest are due in full on maturity date. The note is secured by 50% of the net insurance benefits. The lender has first priority status on benefits paid and the percentage secured decreases as payments are made on the note. At March 18, 2013, the Company owed the full amount of the original principal and $2,301 in accrued interest.

(10) STOCK TRANSACTIONS

As of March 18, 2013, the Company has 50,000,000 shares of common stock authorized with a par value of $0.001 per share and 37,037,369 shares of common stock issued and outstanding.

The Company issued stock at par to the founders of the Company for a cash subscription of $33,275 on January 31, 2013 (inception), for 33,275,000 shares of the Company’s common stock. The funds for these shares were received subsequent to March 18, 2013.

Shortly after inception in February 2013, the Company issued stock for a subscription agreement in the amount of $3,872,975; $3,472,975 in cash proceeds from various individuals from the sale 3,373,793 shares of its common stock and $400,000 in a subscription receivable for 388,576 shares of common stock. The funds for these shares were received subsequent to March 18, 2013.

(11) GOING CONCERN

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. At March 18, 2013, the Company had an accumulated deficit of $24,184 and a working capital deficit of $2,850,209. In addition, the Company is a development stage entity and has not generated any revenues and has negative cash flows from inception through March 18, 2013. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

The Company’s continued existence is dependent on its ability to generate sufficient cash flow to cover operating expenses and to invest in future operations. Management is actively pursuing opportunities to expand existing operations. The Company will look to debt and or equity transactions to fund continuing operations until the Company is able to generate sufficient operating cash flows. If management is unsuccessful in these efforts, discontinuance of operations is possible.

(12) SUBSEQUENT EVENTS

On March 29, 2012, the Company entered into an Agreement and Plan of Merger to give effect to a reverse acquisition of ANEW LIFE, INC. by Java Express, Inc., whereby ANEW LIFE will become a wholly-owned subsidiary of Java Express. Following the completion of the reverse acquisition, Java Express, Inc. has changed its

name to Sundance Strategies, Inc. Under the merger agreement and assuming no shareholders of the Company exercise their dissenters’ rights, Java Express would issue 37,037,369 shares of common stock to the shareholders of the Company in exchange for their interest. Following the merger, the Company’s shareholders would own approximately 90.7% of the combined entity.

Subsequent to March 18, 2013, the Company granted a 5,000 share stock option to a former director, Jini Suttner. Ms. Suttner was a founder and a director of ANEW LIFE and was designated as a director of Java Express on the closing of the Merger on March 29, 2013, but resigned on April 1. 2013. The stock option was granted as compensation for her service, and will be subject to such terms and conditions as the Board of Directors may set, in conjunction with its planned adoption of a stock option or similar plan to be adopted in the near future for the benefit of employees, officers and directors.

The Company has evaluated events through April 4, 2013, the date whereupon the financial statements were issued.

(b)

Proforma financial information.

JAVA EXPRESS, INC.

PRO FORMA UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma consolidated financial statements give effect to the reverse acquisition of The Anew Life, Inc, (“ANEW LIFE”) by Java Express, Inc., (“Java” and the “Company”) through its wholly owned subsidiary Anew Acquisition Corp. and are based on estimates and assumptions set forth herein and in the notes to such pro forma statements.

This transaction is being accounted for as a reverse acquisition with ANEW Life being the surviving company and the acquirer for accounting purposes.

The following unaudited pro forma consolidated statement of operations for the nine months ended December 31, 2012 of Java Express, Inc. and for the period for inception (January 31, 2013) to March 18, 2013 for ANEW LIFE gives effect to the above as if the transactions had occurred at the beginning of the period. The unaudited pro forma consolidated balance sheet at March 18, 2013 for ANEW LIFE and December 31, 2012 for Java assumes the effects of the above as if this transaction had occurred as of December 31, 2012.

The unaudited pro forma consolidated financial statements are based upon, and should be read in conjunctions with Java’s audited financial statements as of and for the nine months ended December 31, 2012 and the audited financial statements of Anew as of and for the period for inception (January 31, 2013) to March 18, 2013. The unaudited pro forma consolidated financial statements are consolidated as if they individual results of each company reflected the same nine month period.

The unaudited pro forma consolidated financial statements and notes thereto contained forward-looking statements that involve risks and uncertainties. Therefore, our actual results may vary materially from those discussed herein. The unaudited pro forma consolidated financial statements do not purport to be indicative of the results that would have been reported had such events actually occurred on the dates specified, nor is it indicative our future results.

NOTES TO UNAUDITED PRO FORMA

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED DECEMBER 31, 2012 FOR JAVA EXPRESS, INC. AND FOR THE

PERIOD FROM INCEPTION [JANUARY 31, 2013] TO MARCH 18, 2013 FOR ANEW LIFE, INC.

NOTE A – ACCOUNTING TREATMENT APPLIED AS A RESULT OF THIS TRANSACTION

The transaction is being accounted for as reverse acquisition and recapitalization. ANEW is the acquirer for accounting purposes. Java is the issuer. Accordingly, ANEW’s historical financial statements for periods prior to the acquisition become those of the acquirer retroactively restated for the equivalent number of shares received in the transaction. The accumulated deficit of ANEW is carried forward after the acquisition. Operations prior to the transactions are those of ANEW. Earnings per share for the period prior to the transaction are restated to reflect the equivalent number of shares outstanding.

NOTE B – ADJUSTMENT


(a)	To record recapitalization and eliminate accumulated deficit of Java.

(c)

Exhibits.

Exhibit No.

Exhibit Description

3(i)

Amended and Restated Articles of Incorporation

3(i)(a)

Certificate of Amendment regarding an increase is authorized shares

3(ii)

Amended Bylaws

10.1

Agreement and Plan of Merger

ANEW LIFE Disclosure Schedule

Java Express Disclosure Schedule

Founders Representations (Exhibit 5.4(c))

10.2

Form of Lock-Up/Leak-Out Agreement

10.3

NIBs Transfer Agreement

NIBs Secured Promissory Note

NIBs Pledge Agreement

10.4

Form of Senior Loan Agreement

10.5

Form of MPIC Agreement

10.6

Europa Settlement Advisors Ltd. Structuring and Consulting Agreement

Code of Ethics

16.1

Letter regarding change in certifying public accountants

Documents Incorporated by Reference

Current Report on Form 8-K dated March 29, 2013, and filed with the SEC on March 29, 2013, regarding a Press Release about the closing of the Merger.

Definitive Proxy Statement filed with the SEC on October 30, 2012, regarding an increase in our authorized capital, effective November 14, 2012.

Current Report on Form 8-K dated November 12, 2012, and filed with the SEC on November 27, 2012, regarding a three for one reverse split of our outstanding securities, which was effective on November 27, 2012.

Current Report on Form 8-K dated October 15, 2012, and filed with the SEC on October 17, 2012, regarding a change in our certifying public accountant.

Current Report on Form 10-KSB dated July 14, 2004

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

JAVA EXPRESS, INC.


Date:	April 4, 2013	By:	/s/ Randall F. Pearson
			Randall F. Pearson
			President, Chief Financial Officer, Controller and Director

AMENDED AND RESTATED ARTICLES OF INCORPORATION

JAVA EXPRESS , INC.

ARTICLE I - NAME

The name of the corporation (hereinafter called the “Corporation”) is “Java Express, Inc.”

ARTICLE II - DURATION

The Corporation shall have perpetual existence.

ARTICLE III - PURPOSES AND POWERS

The nature of the business of the Corporation and the objects or purposes to be transacted, promoted or carried on by it are to engage in and conduct any lawful business, activity or enterprise for which corporations may be organized under the Nevada Revised Statutes, as amended or supplemented from time to time (the “NRS”).

ARTICLE IV - CAPITALIZATION

The aggregate number of shares which this Corporation shall have authority to issue is 60,000,000 shares, comprised of 50,000,000 shares of common stock of a par value of one mill ($0.001) per share, and 10,000,000 shares of preferred stock of a par value of one mill ($0.001) per share. The Board of Directors has the right to set the series, classes, rights, privileges and preferences of the preferred stock or any class or series thereof, by amendment hereto, without shareholder approval, as provided in the NRS. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:

(1)

the number of shares constituting a series, the distinctive designation of a series and the stated value of a series, if different from the par value;

(2)

whether the shares or a series are entitled to any fixed or determinable dividends, the dividend rate (if any) on such shares, whether the dividends are cumulative and the relative rights or priority of dividends on shares of that series;

(3)

whether the shares or a series has voting rights in addition to the voting rights provided by law and the terms and conditions of such voting rights;

(4)

whether the shares or a series will have or receive conversion or exchange privileges and the terms and conditions of such conversion or exchange privileges;

(5)

whether the shares or a series are redeemable and the terms and conditions of such redemption, including the manner of selecting shares for redemption if less than all shares are to be redeemed, the date or dates on or after which the shares in the series will be redeemable and the amount payable in case of redemption;

(6)

whether the shares or a series will have a sinking fund for the redemption or purchase of the shares in the series and the terms and the amount of such sinking fund;

(7)

the right of the shares or a series to the benefit of conditions and restrictions on the creation of indebtedness of the Corporation or any subsidiary, on the issuance of any additional capital stock (including additional shares of such series or any other series), on the payment of dividends or the making of other distributions on any outstanding stock of the Corporation and the purchase, redemption or other acquisition by the Corporation, or any subsidiary, of any outstanding stock of the Corporation;

(8)

the rights of the shares or a series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation and the relative rights of priority of payment of a series; and

(9)

any other relative, participating, optional or other special rights, qualifications, limitations or restrictions of such shares or series.

Shareholders shall not have pre-emptive rights to acquire unissued shares of stock of the Corporation; nor shall shareholders be entitled to vote cumulatively for the election of directors of the Corporation.

ARTICLE V - BOARD OF DIRECTORS

The Corporation shall be governed by a Board of Directors that consists of not less than one director nor more than nine directors.

ARTICLE VI - CONTROL SHARES ACQUISITIONS

The Corporation expressly opts out of, or elects not to be governed by the “Acquisition of Controlling Interest” provisions contained in NRS Sections 378 through 3793, inclusive, all as permitted under NRS Section 378(1).

ARTICLE VII - COMBINATIONS WITH

INTERESTED STOCKHOLDERS

The Corporation expressly opts out of, and elects not to be governed by the “Combinations with Interested Stockholders” provisions contained in NRS Sections 411 through 444, inclusive, all as permitted under NRS Section 434.

ARTICLE VIII - INDEMNIFICATION

The Corporation shall, to the fullest extent permitted by the NRS, indemnify any and all persons whom it shall have power to indemnify under said law from and against any and all of the expenses, liabilities or other matters referred to in or covered by said law, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE IX - AMENDMENT OF ARTICLES OF INCORPORATION

The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by NRS, and all rights conferred upon shareholders herein are granted subject to this reservation.

To the full extent permitted under the NRS, the Board of Directors shall also have the power and other authority to amend, alter, change or repeal any provision in the Corporation’s Articles of Incorporation.

ARTICLE X - BYLAWS

Bylaws of this Corporation may be adopted by the Board of Directors, which shall also have the power to alter, amend or repeal the same from time to time as permitted under the NRS and subject to shareholders’ rights to alter, amend or repeal the Bylaws under the NRS.

ARTICLE XI - CONFLICTS OF INTEREST

To the full extent contemplated by the NRS, no contract or other transaction between this Corporation and any other corporation, entity or person shall be affected by the fact that a director or officer of this Corporation is interested in, or is a director or other officer of such other corporation. Any director or officer, individually or with others, may be a party to or may be interested in any transaction of this Corporation or any transaction in which this Corporation is interested. Each person who is now or may become a director or officer of this Corporation is hereby relieved from and indemnified against any liability that might otherwise obtain in the event such director or officer contracts with the Corporation for the benefit of such director,

officer or any firm, association or corporation in which such director or officer may be interested in any way, provided such director or officer acts in good faith.

ARTICLE XII - RE-CAPITALIZATIONS AFFECTING OUTSTANDING SECURITIES

The Board of Directors, without the consent of shareholders, may adopt any re-capitalization affecting the outstanding securities of the Corporation by effecting forward or reverse splits of all of the outstanding securities of the Corporation, pro rata, with appropriate adjustments to the Corporation’s capital accounts, provided that the re-capitalization does not require any amendment to the Articles of Incorporation of the Corporation.

ARTICLE XIII -AUTHORITY OF BOARD OF DIRECTORS TO CHANGE CORPORATE NAME

The Board of Directors shall have the right to change the name of the Corporation without shareholder approval to a name that reflects the industry or business in which the Corporation’s business operations are conducted or to a name that will promote or conform to any principal product, technology or other asset of the Corporation that the Board of Directors, in its sole discretion, deems appropriate. This provision shall not abrogate the rights of shareholders to otherwise change the name of the Corporation by amending the Corporation’s Articles of Incorporation in the manner prescribed in the NRS.

IN WITNESS WHEREOF , the undersigned duly authorized directors and officers hereby execute these Amended and Restated Articles of Incorporation of Java Express, Inc. , a Nevada corporation, on this 8th day of December, 2010.

Date: December 8, 2010

/s/Mark C. Burdge

Mark C. Burdge

President and Director

Date: December 8, 2010

/s/ Del Higginson

Del Higginson

Secretary/Treasurer and Director

CERTIFICATE OF AMENDMENT

TO THE ARTICLES OF INCORPORATION OF

JAVA EXPRESS, INC.

We, the undersigned, Jonathan Craig Moffitt, President, and Del Higginson, Secretary, of Java Express, Inc., a Nevada corporation (the “Company”), do hereby certify:

Pursuant to Section 78.390 of the Nevada Revised Statutes, the Articles of Incorporation of the Company shall be amended as follows:

ARTICLE IV - CAPITALIZATION

The aggregate number of shares which this Corporation shall have authority to issue is 510,000,000 shares, comprised of 500,000,000 shares of common stock of a par value of one mill ($0.001) per share, and 10,000,000 shares of preferred stock of a par value of one mill ($0.001) per share. The Board of Directors has the right to set the series, classes, rights, privileges and preferences of the preferred stock or any class or series thereof, by amendment hereto, without shareholder approval, as provided in the NRS. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:

(1)

the number of shares constituting a series, the distinctive designation of a series and the stated value of a series, if different from the par value;

(2)

(3)

whether the shares or a series has voting rights in addition to the voting rights provided by law and the terms and conditions of such voting rights;

(4)

whether the shares or a series will have or receive conversion or exchange privileges and the terms and conditions of such conversion or exchange privileges;

(5)

whether the shares or a series are redeemable and the terms and conditions of such redemption, including the manner of selecting shares for redemption if less than all

shares are to be redeemed, the date or dates on or after which the shares in the series will be redeemable and the amount payable in case of redemption;

(6)

whether the shares or a series will have a sinking fund for the redemption or purchase of the shares in the series and the terms and the amount of such sinking fund;

(7)

(8)

the rights of the shares or a series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation and the relative rights of priority of payment of a series; and

(9)

any other relative, participating, optional or other special rights, qualifications, limitations or restrictions of such shares or series.

The foregoing amendment was adopted by Unanimous Consent of the Board of Directors pursuant to Section 78.315 of the Nevada Revised Statutes and by vote of the stockholders of the Corporation at a Special Meeting of Stockholders called and held November 12, 2012.

III

Pursuant to resolutions adopted by the Board of Directors and the vote of stockholders at the meeting held November 12, 2012, the capitalization of the Company was increased from 60,000,000 shares with a par value of one mill ($0.001) per share, comprised of 50,000,000 shares of common stock and 10,000,000 shares of preferred stock, to 510,000,000

shares divided into 500,000,000 shares of common stock with a par value of one mill ($0.001) per share and 10,000,000 shares of preferred stock with a par value of one mill ($0.001) per share

The number of shares entitled to vote on the amendment was 11,280,140.

The number of shares voted in favor of the amendment was 10,892,065, with none opposing and none abstaining.

IN WITNESS THEREOF, the undersigned officers of the Company, certifying that the foregoing is true and correct under penalty of perjury, have set their hands this 27th day of November, 2012.

Date: November 27, 2012

/s/Jonathan Craig Moffitt

Jonathan Craig Moffitt, President

Date: November 27, 2012.

/s/Del Higginson

Del Higginson, Secretary

BYLAWS

JAVA EXPRESS, INC.

ARTICLE I

OFFICES

Section 1.01 Location of Offices . The corporation may maintain such offices within or without the State of Nevada as the Board of Directors may from time to time designate or require.

Section 1.02 Principal Office . The address of the principal office of the corporation shall be at the address of the registered office of the corporation as so designated in the office of the Secretary of State or other applicable state agency of the state of incorporation, or at such other address as the Board of Directors shall from time to time determine.

ARTICLE II

SHAREHOLDERS

Section 2.01 Annual Meeting . The annual meeting of the shareholders will be held in each year at such time and place as designated by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. If the election of directors shall not be held on the day designated for the annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as may be reasonably convenient.

Section 2.02 Special Meetings . Special meetings of the shareholders may be called at any time by the chairman of the board, the president or by the Board of Directors, or in their absence or disability, by any vice president, or, in his or her absence or disability, by the secretary; or on the written request of the holders of not less than one-tenth (1/10th) of all the shares entitled to vote at the meeting, such written request to state the purpose or purposes of the meeting and to be delivered to the president, each vice-president, or secretary. In case of failure to call such meeting within sixty (60) days after such request, such shareholder or shareholders requesting the meeting may call the same in accordance these Bylaws.

Section 2.03 Place of Meetings . The Board of Directors may designate any place, either within or without the state of incorporation, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors or otherwise. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the state of incorporation, as the place for the holding of such meeting. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be at the principal office of the corporation.

Section 2.04 Notice of Meetings . The secretary or assistant secretary, if any, shall cause notice of the time, place, and purpose or purposes of all meetings of the shareholders (whether annual or special), to be mailed at least ten (10) days, but not more than sixty (60) days, prior to the meeting, to each shareholder of record entitled to vote.

Section 2.05 Waiver of Notice . Any shareholder may waive notice of any meeting of shareholders (however called or noticed, whether or not called or noticed and whether before, during, or after the meeting), by signing a written waiver of notice or a consent to the holding of such meeting, or an approval of the minutes thereof. Attendance at a meeting, in person or by proxy, shall constitute waiver of all defects of call or notice regardless of whether waiver, consent, or approval is signed or any objections are made. All such waivers, consents, or approvals shall be made a part of the minutes of the meeting.

Section 2.06 Fixing Record Date . For the purpose of determining shareholders entitled to notice of or to vote at any annual meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the corporation may provide that the share transfer books shall be closed, for the purpose of determining shareholders entitled to notice of or to vote at such meeting, but not for a period exceeding sixty (60) days. If the share transfer books are closed for the purpose of determining shareholders entitled to notice of or to vote at such meeting, such books shall be closed for at least ten (10) days immediately preceding such meeting.

In lieu of closing the share transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than sixty (60) and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If the share transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting or to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this Section, such determination shall apply to any adjournment thereof. Failure to comply with this Section shall not affect the validity of any action taken at a meeting of shareholders.

Section 2.07 Voting Lists . The officer or agent of the corporation having charge of the share transfer books for shares of the corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any adjournment thereof, arranged in alphabetical order, with the address of, and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder during the whole time of

the meeting. The original share transfer book shall be prima facia evidence as to the shareholders who are entitled to examine such list or transfer books, or to vote at any meeting of shareholders.

Section 2.08 Quorum . A majority of the total voting power of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders. If a quorum is present, the affirmative vote of the majority of the voting power represented by shares at the meeting and entitled to vote on the subject shall constitute action by the shareholders, unless the vote of a greater number or voting by classes is required by the laws of the state of incorporation of the corporation or the Articles of Incorporation. If less than a majority of the outstanding voting power is represented at a meeting, a majority of the voting power represented by shares so present may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted, which might have been transacted at the meeting as originally noticed.

Section 2.09 Voting of Shares . Each outstanding share of the corporation entitled to vote shall be entitled to one (1) vote on each matter submitted to vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or series of stock are determined and specified as greater or lesser than one (1) vote per share in the manner provided by the Articles of Incorporation.

Section 2.10 Proxies . At each meeting of the shareholders, each shareholder entitled to vote shall be entitled to vote in person or by proxy; provided , however, that the right to vote by proxy shall exist only in case the instrument authorizing such proxy to act shall have been executed in writing by the registered holder or holders of such shares, as the case may be, as shown on the share transfer of the corporation or by his or her or her attorney thereunto duly authorized in writing. Such instrument authorizing a proxy to act shall be delivered at the beginning of such meeting to the secretary of the corporation or to such other officer or person who may, in the absence of the secretary, be acting as secretary of the meeting. In the event that any such instrument shall designate two (2) or more persons to act as proxies, a majority of such persons present at the meeting, or if only one (1) be present, that one shall (unless the instrument shall otherwise provide) have all of the powers conferred by the instrument on all persons so designated. Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held and the persons whose shares are pledged shall be entitled to vote those shares, unless in the transfer by the pledge or on the books of the corporation he or she shall have expressly empowered the pledgee to vote thereon, in which case the pledgee, or his or her or her proxy, may represent such shares and vote thereon.

Section 2.11 Written Consent to Action by Shareholders . Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take the action at a meeting under Nevada law.

ARTICLE III

DIRECTORS

Section 3.01 General Powers . The property, affairs, and business of the corporation shall be managed by its Board of Directors. The Board of Directors may exercise all the powers of the corporation whether derived from law or the Articles of Incorporation, except such powers as are by statute, by the Articles of Incorporation or by these Bylaws, vested solely in the shareholders of the corporation.

Section 3.02 Number, Term, and Qualifications . The Board of Directors shall consist of one (1) to nine (9) persons. Increases or decreases to said number may be made, within the numbers authorized by the Articles of Incorporation, as the Board of Directors shall from time to time determine by amendment to these Bylaws. An increase or a decrease in the number of the members of the Board of Directors may also be had upon amendment to these Bylaws by a majority vote of all of the shareholders, and the number of directors to be so increased or decreased shall be fixed upon a majority vote of all of the voting shares of the shareholders of the corporation. Each director shall hold office until the next annual meeting of shareholders of the corporation and until his or her successor shall have been elected and shall have qualified. Directors need not be residents of the state of incorporation or shareholders of the corporation.

Section 3.03 Classification of Directors . In lieu of electing the entire number of directors annually, the Board of Directors may provide that the directors be divided into either two (2) or three (3) classes, each class to be as nearly equal in number as possible, the term of office of the directors of the first class to expire at the first annual meeting of shareholders after their election, that of the second class to expire at the second annual meeting after their election, and that of the third class, if any, to expire at the third annual meeting after their election. At each annual meeting after such classification, the number of directors equal to the number of the class whose term expires at the time of such meeting shall be elected to hold office until the second succeeding annual meeting, if there be two classes, or until the third succeeding annual meeting, if there be three classes.

Section 3.04 Regular Meetings . A regular meeting of the Board of Directors shall be held without other notice than this bylaw immediately following, and at the same place as, the annual meeting of shareholders. The Board of Directors may provide by resolution the time and place, either within or without the state of incorporation, for the holding of additional regular meetings without other notice than such resolution.

Section 3.05 Special Meetings . Special meetings of the Board of Directors may be called by or at the request of the president, vice president or any two directors. The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the state of incorporation, as the place for holding any special meeting of the Board of Directors called by them.

Section 3.06 Meetings by Telephone Conference Call . Members of the Board of Directors may participate in a meeting of the Board of Directors or a committee of the Board of

Directors by means of conference telephone or similar communication equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.

Section 3.07 Notice . Notice of any special meeting shall be given at least ten (10) days prior thereto by written notice delivered personally or mailed to each director at his or her regular business address or residence, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting solely for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 3.08 Quorum . A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than a majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 3.09 Manner of Acting . The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, and the individual directors shall have no power as such.

Section 3.10 Vacancies and Newly Created Directorship . If any vacancies shall occur in the Board of Directors by reason of death, resignation or otherwise, or if the number of directors shall be increased, the directors then in office shall continue to act and such vacancies or newly created directorships shall be filled by a vote of the directors then in office, though less than a quorum, in any way approved by the meeting. Any directorship to be filled by reason of removal of one or more directors by the shareholders may be filled by election by the shareholders at the meeting at which the director or directors are removed.

Section 3.11 Compensation . By resolution of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

Section 3.12 Presumption of Assent . A director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her or her dissent shall be entered in the minutes of the meeting, unless he or she shall file his or her or her written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered or certified mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 3.13 Resignations . A director may resign at any time by delivering a written resignation to either the president, a vice president, the secretary, or assistant secretary, if any. The resignation shall become effective on its acceptance by the Board of Directors; provided , that if the board has not acted thereon within ten (10) days from the date presented, the resignation shall be deemed accepted.

Section 3.14 Written Consent to Action by Directors . Any action required to be taken at a meeting of the directors of the corporation or any other action which may be taken at a meeting of the directors or of a committee, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same legal effect as a unanimous vote of all the directors or members of the committee.

Section 3.15 Removal . At a meeting expressly called for that purpose, one or more directors may be removed by a vote of a majority of the shares of outstanding stock of the corporation entitled to vote at an election of directors.

ARTICLE IV

OFFICERS

Section 4.01 Number . The officers of the corporation shall be a president, one (1) or more vice-presidents, as shall be determined by resolution of the Board of Directors, a secretary, a treasurer and such other officers as may be appointed by the Board of Directors. The Board of Directors may elect, but shall not be required to elect, a chairman of the board and the Board of Directors may appoint a general manager.

Section 4.02 Election, Term of Office, and Qualifications . The officers shall be chosen by the Board of Directors annually at its annual meeting. In the event of failure to choose officers at an annual meeting of the Board of Directors, officers may be chosen at any regular or special meeting of the Board of Directors. Each such officer (whether chosen at an annual meeting of the Board of Directors to fill a vacancy or otherwise) shall hold his or her office until the next ensuing annual meeting of the Board of Directors and until his or her successor shall have been chosen and qualified, or until his or her death, or until his or her resignation or removal in the manner provided in these Bylaws. Any one (1) person may hold any two (2) or more of such offices, except that the president shall not also be the secretary. No person holding two (2) or more offices shall act in or execute any instrument in the capacity of more than one (1) office. The chairman of the board, if any, shall be and remain a director of the corporation during the term of his or her office. No other officer need be a director.

Section 4.03 Subordinate Officers, Etc . The Board of Directors from time to time may appoint such other officers or agents as it may deem advisable, each of whom shall have such title, hold office for such period, have such authority and perform such duties as the Board of Directors from time to time may determine. The Board of Directors from time to time may delegate to any officer or agent the

power to appoint any such subordinate officer or agents and to prescribe their respective titles, terms of office, authorities, and duties. Subordinate officers need not be shareholders or directors.

Section 4.04 Resignations . Any officer may resign at any time by delivering a written resignation to the Board of Directors, the president or the secretary. Unless otherwise specified therein, such resignation shall take effect on delivery.

Section 4.05 Removal . Any officer may be removed from office at any special meeting of the Board of Directors called for that purpose or at a regular meeting, by vote of a majority of the directors, with or without cause. Any officer or agent appointed in accordance with the provisions of Section 4.03 hereof may also be removed, either with or without cause, by any officer on whom such power of removal shall have been conferred by the Board of Directors.

Section 4.06 Vacancies and Newly Created Offices . If any vacancy shall occur in any office by reason of death, resignation, removal, disqualification, or any other cause, or if a new office shall be created, then such vacancies or new created offices may be filled by the Board of Directors at any regular or special meeting.

Section 4.07 The Chairman of the Board . The Chairman of the Board, if there be such an officer, shall have the following powers and duties.

(a) He or she shall preside at all shareholders’ meetings;

(b) He or she shall preside at all meetings of the Board of Directors; and

Section 4.08 The President . The president shall have the following powers and duties:

(a) If no general manager has been appointed, he or she shall be the chief executive officer of the corporation, and, subject to the direction of the Board of Directors, shall have general charge of the business, affairs, and property of the corporation and general supervision over its officers, employees, and agents;

(b) If no chairman of the board has been chosen, or if such officer is absent or disabled, he or she shall preside at meetings of the shareholders and Board of Directors;

(d) He or she shall be empowered to sign certificates representing shares of the corporation, the issuance of which shall have been authorized by the Board of Directors; and

(e) He or she shall have all power and shall perform all duties normally incident to the office of a president of a corporation, and shall exercise such other powers and perform such other duties as from time to time may be assigned to him or her by the Board of Directors.

Section 4.09 The Vice Presidents . The Board of Directors may, from time to time, designate and elect one (1) or more vice presidents, one of whom may be designated to serve as executive vice president. Each vice president shall have such powers and perform such duties as from time to time may be assigned to him or her by the Board of Directors or the president. At the request or in the absence or disability of the president, the executive vice president or, in the absence or disability of the executive vice president, the vice president designated by the Board of Directors or (in the absence of such designation by the Board of Directors) by the president, the senior vice president, may perform all the duties of the president, and when so acting, shall have all the powers of, and be subject to all the restrictions upon, the president.

Section 4.10 The Secretary . The secretary shall have the following powers and duties:

(a) He or she shall keep or cause to be kept a record of all of the proceedings of the meetings of the shareholders and of the board or directors in books provided for that purpose;

(b) He or she shall cause all notices to be duly given in accordance with the provisions of these Bylaws and as required by statute;

(c) He or she shall be the custodian of the records and of the seal of the corporation, and shall cause such seal (or a facsimile thereof) to be affixed to all certificates representing shares of the corporation prior to the issuance thereof and to all instruments, the execution of which on behalf of the corporation under its seal shall have been duly authorized in accordance with these Bylaws, and when so affixed, he or she may attest the same;

(d) He or she shall assume that the books, reports, statements, certificates, and other documents and records required by statute are properly kept and filed;

(e) He or she shall have charge of the share books of the corporation and cause the share transfer books to be kept in such manner as to show at any time the amount of the shares of the corporation of each class issued and outstanding, the manner in which and the time when such stock was paid for, the names alphabetically arranged and the addresses of the holders of record thereof, the number of shares held by each holder and time when each became such holder or record; and he or she shall exhibit at all reasonable times to any director, upon application, the original or duplicate share register. He or she shall cause the share book referred to in Section 6.04 hereof to be kept and exhibited at the principal office of the corporation, or at such other place as the Board of Directors shall determine, in the manner and for the purposes provided in such Section;

(f) He or she shall be empowered to sign certificates representing shares of the corporation, the issuance of which shall have been authorized by the Board of Directors; and

(g) He or she shall perform in general all duties incident to the office of secretary and such other duties as are given to him or her by these Bylaws or as from time to time may be assigned to him or her by the Board of Directors or the president.

Section 4.11 The Treasurer . The treasurer shall have the following powers and duties:

(a) He or she shall have charge and supervision over and be responsible for the monies, securities, receipts, and disbursements of the corporation;

(b) He or she shall cause the monies and other valuable effects of the corporation to be deposited in the name and to the credit of the corporation in such banks or trust companies or with such banks or other depositories as shall be selected in accordance with Section 5.03 hereof;

(c) He or she shall cause the monies of the corporation to be disbursed by checks or drafts (signed as provided in Section 5.04 hereof) drawn on the authorized depositories of the corporation, and cause to be taken and preserved property vouchers for all monies disbursed;

(d) He or she shall render to the Board of Directors or the president, whenever requested, a statement of the financial condition of the corporation and of all of this transactions as treasurer, and render a full financial report at the annual meeting of the shareholders, if called upon to do so;

(e) He or she shall cause to be kept correct books of account of all the business and transactions of the corporation and exhibit such books to any director on request during business hours;

(f) He or she shall be empowered from time to time to require from all officers or agents of the corporation reports or statements given such information as he or she may desire with respect to any and all financial transactions of the corporation; and

(g) He or she shall perform in general all duties incident to the office of treasurer and such other duties as are given to him or her by these Bylaws or as from time to time may be assigned to him or her by the Board of Directors or the president.

Section 4.12 General Manager . The Board of Directors may employ and appoint a general manager who may, or may not, be one of the officers or directors of the corporation. The general manager, if any shall have the following powers and duties:

(a) He or she shall be the chief executive officer of the corporation and, subject to the directions of the Board of Directors, shall have general charge of the business affairs and property of the corporation and general supervision over its officers, employees, and agents:

(b) He or she shall be charged with the exclusive management of the business of the corporation and of all of its dealings, but at all times subject to the control of the Board of Directors;

(c) Subject to the approval of the Board of Directors or the executive committee, if any, he or she shall employ all employees of the corporation, or delegate such employment to subordinate officers, and shall have authority to discharge any person so employed; and

(d) He or she shall make a report to the president and directors as often as required, setting forth the results of the operations under his or her charge, together with suggestions looking toward improvement and betterment of the condition of the corporation, and shall perform such other duties as the Board of Directors may require.

Section 4.13 Salaries . The salaries and other compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors, except that the Board of Directors may delegate to any person or group of persons the power to fix the salaries or other compensation of any subordinate officers or agents appointed in accordance with the provisions of Section 4.03 hereof. No officer shall be prevented from receiving any such salary or compensation by reason of the fact that he or she is also a director of the corporation.

Section 4.14 Surety Bonds . In case the Board of Directors shall so require, any officer or agent of the corporation shall execute to the corporation a bond in such sums and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his or her duties to the corporation, including responsibility for negligence and for the accounting of all property, monies or securities of the corporation which may come into his or her hands.

ARTICLE V

EXECUTION OF INSTRUMENTS, BORROWING OF MONEY,

AND DEPOSIT OF CORPORATE FUNDS

Section 5.01 Execution of Instruments . Subject to any limitation contained in the Articles of Incorporation or these Bylaws, the president or any vice president or the general manager, if any, may, in the name and on behalf of the corporation, execute and deliver any contract or other instrument authorized in writing by the Board of Directors. The Board of Directors may, subject to any limitation contained in the Articles of Incorporation or in these Bylaws, authorize in writing any officer or agent to execute and delivery any contract or other instrument in the name and on behalf of the corporation; any such authorization may be general or confined to specific instances.

Section 5.02 Loans . No loans or advances shall be contracted on behalf of the corporation, no negotiable paper or other evidence of its obligation under any loan or advance shall be issued in its name, and no property of the corporation shall be mortgaged, pledged, hypothecated, transferred or conveyed as security for the payment of any loan, advance, indebtedness or liability of the corporation, unless and except as authorized by the Board of Directors. Any such authorization may be general or confined to specific instances.

Section 5.03 Deposits . All monies of the corporation not otherwise employed shall be deposited from time to time to its credit in such banks and or trust companies or with such

bankers or other depositories as the Board of Directors may select, or as from time to time may be selected by any officer or agent authorized to do so by the Board of Directors.

Section 5.04 Checks, Drafts, Etc. All notes, drafts, acceptances, checks, endorsements and, subject to the provisions of these Bylaws, evidences of indebtedness of the corporation, shall be signed by such officer or officers or such agent or agents of the corporation and in such manner as the Board of Directors from time to time may determine. Endorsements for deposit to the credit of the corporation in any of its duly authorized depositories shall be in such manner as the Board of Directors from time to time may determine.

Section 5.05 Bonds and Debentures . Every bond or debenture issued by the corporation shall be evidenced by an appropriate instrument which shall be signed by the president or a vice president and by the secretary and sealed with the seal of the corporation. The seal may be a facsimile, engraved or printed. Where such bond or debenture is authenticated with the manual signature of an authorized officer of the corporation or other trustee designated by the indenture of trust or other agreement under which such security is issued, the signature of any of the corporation’s officers named thereon may be a facsimile. In case any officer who signed, or whose facsimile signature has been used on any such bond or debenture, should cease to be an officer of the corporation for any reason before the same has been delivered by the corporation, such bond or debenture may nevertheless be adopted by the corporation and issued and delivered as through the person who signed it or whose facsimile signature has been used thereon had not ceased to be such officer.

Section 5.06 Sale, Transfer, Etc. of Securities . Sales, transfers, endorsements, and assignments of stocks, bonds and other securities owned by or standing in the name of the corporation, and the execution and delivery on behalf of the corporation of any and all instruments in writing incident to any such sale, transfer, endorsement or assignment, shall be effected by the president, or by any vice president, together with the secretary, or by any officer or agent thereunto authorized by the Board of Directors.

Section 5.07 Proxies . Proxies to vote with respect to shares of other corporations owned by or standing in the name of the corporation shall be executed and delivered on behalf of the corporation by the president or any vice president and the secretary or assistant secretary of the corporation, or by any officer or agent thereunder authorized by the Board of Directors.

ARTICLE VI

CAPITAL SHARES

Section 6.01 Share Certificates . Every holder of shares in the corporation shall be entitled to have a certificate, signed by the president or any vice president and the secretary or assistant secretary, and sealed with the seal (which may be a facsimile, engraved or printed) of the corporation, certifying the number and kind, class or series of shares owned by him or her in the corporation; provided , however, that where such a certificate is countersigned by (a) a transfer agent or an assistant transfer agent, or (b) registered by a registrar, the signature of any such president, vice president, secretary, or

assistant secretary may be a facsimile. In case any officer who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate, shall cease to be such officer of the corporation, for any reason, before the delivery of such certificate by the corporation, such certificate may nevertheless be adopted by the corporation and be issued and delivered as though the person who signed it, or whose facsimile signature or signatures shall have been used thereon, has not ceased to be such officer. Certificates representing shares of the corporation shall be in such form as provided by the statutes of the state of incorporation. There shall be entered on the share books of the corporation at the time of issuance of each share, the number of the certificate issued, the name and address of the person owning the shares represented thereby, the number and kind, class or series of such shares, and the date of issuance thereof. Every certificate exchanged or returned to the corporation shall be marked “Canceled” with the date of cancellation.

Section 6.02 Transfer of Shares . Transfers of shares of the corporation shall be made on the books of the corporation by the holder of record thereof, or by his or her attorney thereunto duly authorized by a power of attorney duly executed in writing and filed with the secretary of the corporation or any of its transfer agents, and on surrender of the certificate or certificates, properly endorsed or accompanied by proper instruments of transfer, representing such shares. Except as provided by law, the corporation and transfer agents and registrars, if any, shall be entitled to treat the holder of record of any stock as the absolute owner thereof for all purposes, and accordingly, shall not be bound to recognize any legal, equitable, or other claim to or interest in such shares on the part of any other person whether or not it or they shall have express or other notice thereof.

Section 6.03 Regulations . Subject to the provisions of this Article VI and of the Articles of Incorporation, the Board of Directors may make such rules and regulations as they may deem expedient concerning the issuance, transfer, redemption, and registration of certificates for shares of the corporation.

Section 6.04 Maintenance of Stock Ledger at Principal Place of Business . A share book (or books where more than one kind, class, or series of stock is outstanding) shall be kept at the principal place of business of the corporation, or at such other place as the Board of Directors shall determine, containing the names, alphabetically arranged, of original shareholders of the corporation, their addresses, their interest, the amount paid on their shares, and all transfers thereof and the number and class of shares held by each. Such share books shall at all reasonable hours be subject to inspection by persons entitled by law to inspect the same.

Section 6.05 Transfer Agents and Registrars . The Board of Directors may appoint one or more transfer agents and one or more registrars with respect to the certificates representing shares of the corporation, and may require all such certificates to bear the signature of either or both. The Board of Directors may from time to time define the respective duties of such transfer agents and registrars. No certificate for shares shall be valid until countersigned by a transfer agent, if at the date appearing thereon the corporation had a transfer agent for such shares, and until registered by a registrar, if at such date the corporation had a registrar for such shares.

Section 6.06 Closing of Transfer Books and Fixing of Record Date .

(a) The Board of Directors shall have power to close the share books of the corporation for a period of not to exceed sixty (60) days preceding the date of any meeting of shareholders, or the date for payment of any dividend, or the date for the allotment of rights, or capital shares shall go into effect, or a date in connection with obtaining the consent of shareholders for any purpose.

(b) In lieu of closing the share transfer books as aforesaid, the Board of Directors may fix in advance a date, not exceeding sixty (60) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital shares shall go into effect, or a date in connection with obtaining any such consent, as a record date for the determination of the shareholders entitled to a notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent.

(c) If the share transfer books shall be closed or a record date set for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for, or such record date shall be, at least ten (10) days immediately preceding such meeting.

Section 6.07 Lost or Destroyed Certificates . The corporation may issue a new certificate for shares of the corporation in place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate or his or her legal representatives, to give the corporation a bond in such form and amount as the Board of Directors may direct, and with such surety or sureties as may be satisfactory to the board, to indemnify the corporation and its transfer agents and registrars, if any, against any claims that may be made against it or any such transfer agent or registrar on account of the issuance of such new certificate. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so.

Section 6.08 No Limitation on Voting Rights; Limitation on Dissenter’s Rights . To the extent permissible under the applicable law of any jurisdiction to which the corporation may become subject by reason of the conduct of business, the ownership of assets, the residence of shareholders, the location of offices or facilities or any other item, the corporation elects not to be governed by the provisions of any statute that (i) limits, restricts, modifies, suspends, terminates or otherwise affects the rights of any shareholder to cast one (1) vote for each share of common stock registered in the name of such shareholder on the books of the corporation, without regard to whether such shares were acquired directly from the corporation or from any other person and without regard to whether such shareholder has the power to exercise or direct the exercise of voting power over any specific fraction of the shares of common stock of the corporation issued and outstanding or (ii) grants to any shareholder the right to have his or her stock redeemed or purchased by the corporation or any other shareholder on the

acquisition by any person or group of persons of shares of the corporation. In particular, to the extent permitted under the laws of the state of incorporation, the corporation elects not to be governed by any such provision, including the provisions of the Nevada Control Share Acquisitions Act, Sections 78.378 to 78.3793, inclusive, of the Nevada Revised Statutes, or any statute of similar effect or tenor.

ARTICLE VII

EXECUTIVE COMMITTEE AND OTHER COMMITTEES

Section 7.01 How Constituted . The Board of Directors may designate an executive committee and such other committees as the Board of Directors may deem appropriate, each of which committees shall consist of two (2) or more directors. Members of the executive committee and of any such other committees shall be designated annually at the annual meeting of the Board of Directors; provided , however, that at any time the Board of Directors may abolish or reconstitute the executive committee or any other committee. Each member of the executive committee and of any other committee shall hold office until his or her successor shall have been designated or until his or her resignation or removal in the manner provided in these Bylaws.

Section 7.02 Powers . During the intervals between meetings of the Board of Directors, the executive committee shall have and may exercise all powers of the Board of Directors in the management of the business and affairs of the corporation, except for the power to fill vacancies in the Board of Directors or to amend these Bylaws, and except for such powers as by law may not be delegated by the Board of Directors to an executive committee.

Section 7.03 Proceedings . The executive committee, and such other committees as may be designated hereunder by the Board of Directors, may fix its own presiding and recording officer or officers, and may meet at such place or places, at such time or times and on such notice (or without notice) as it shall determine from time to time. It will keep a record of its proceedings and shall report such proceedings to the Board of Directors at the meeting of the Board of Directors next following.

Section 7.04 Quorum and Manner of Acting . At all meeting of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, the presence of members constituting a majority of the total authorized membership of the committee shall be necessary and sufficient to constitute a quorum for the transaction of business, and the act of a majority of the members present at any meeting at which a quorum is present shall be the act of such committee. The members of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, shall act only as a committee and the individual members thereof shall have no powers as such.

Section 7.05 Resignations . Any member of the executive committee, and of such other committees as may be designated hereunder by the Board of Directors, may resign at any time by delivering a written resignation to either the president, the secretary, or assistant secretary, or to the presiding officer of the committee of which he or she is a member, if any shall have been

appointed and shall be in office. Unless otherwise specified herein, such resignation shall take effect on delivery.

Section 7.06 Removal . The Board of Directors may at any time remove any member of the executive committee or of any other committee designated by it hereunder either for or without cause.

Section 7.07 Vacancies . If any vacancies shall occur in the executive committee or of any other committee designated by the Board of Directors hereunder, by reason of disqualification, death, resignation, removal or otherwise, the remaining members shall, until the filling of such vacancy, constitute the then total authorized membership of the committee and, provided that two or more members are remaining, continue to act. Such vacancy may be filled at any meeting of the Board of Directors.

Section 7.08 Compensation . The Board of Directors may allow a fixed sum and expenses of attendance to any member of the executive committee, or of any other committee designated by it hereunder, who is not an active salaried employee of the corporation for attendance at each meeting of said committee.

ARTICLE VIII

INDEMNIFICATION, INSURANCE, AND

OFFICER AND DIRECTOR CONTRACTS

Section 8.01 Indemnification: Third Party Actions . The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with any such action, suit or proceeding, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action or proceeding, he or she had reasonable cause to believe that his or her conduct was unlawful.

Section 8.02 Indemnification: Corporate Actions . The corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director,

officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit, if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such a person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the corporation, unless and only to the extent that the court in which the action or suit was brought shall determine on application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.

Section 8.03 Determination . To the extent that a director, officer, employee, or agent of the corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in Sections 8.01 and 8.02 hereof, or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith. Any other indemnification under Sections 8.01 and 8.02 hereof, shall be made by the corporation upon a determination that indemnification of the officer, director, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in Sections 8.01 and 8.02 hereof. Such determination shall be made either (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or (ii) by independent legal counsel on a written opinion; or (iii) by the shareholders by a majority vote of a quorum of shareholders at any meeting duly called for such purpose.

Section 8.04 General Indemnification . The indemnification provided by this Section shall not be deemed exclusive of any other indemnification granted under any provision of any statute, in the corporation’s Articles of Incorporation, these Bylaws, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs and legal representatives of such a person.

Section 8.05 Advances . Expenses incurred in defending a civil or criminal action, suit, or proceeding as contemplated in this Section may be paid by the corporation in advance of the final disposition of such action, suit, or proceeding upon a majority vote of a quorum of the Board of Directors and upon receipt of an undertaking by or on behalf of the director, officers, employee, or agent to repay such amount or amounts unless if it is ultimately determined that he or she is to indemnified by the corporation as authorized by this Section.

Section 8.06 Scope of Indemnification . The indemnification authorized by this Section shall apply to all present and future directors, officers, employees, and agents of the corporation and shall continue as to such persons who ceases to be directors, officers, employees, or agents of the corporation, and shall inure to the benefit of the heirs, executors, and administrators of all such persons and shall be in addition to all other indemnification permitted by law.

8.07. Insurance . The corporation may purchase and maintain insurance on behalf of any person who is or was a director, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against any such liability and under the laws of the state of incorporation, as the same may hereafter be amended or modified.

ARTICLE IX

FISCAL YEAR

The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE X

DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and on the terms and conditions provided by the Articles of Incorporation and these Bylaws.

ARTICLE XI

AMENDMENTS

All Bylaws of the corporation, whether adopted by the Board of Directors or the shareholders, shall be subject to amendment, alteration, or repeal, and new Bylaws may be made, except that:

(a) No Bylaws adopted or amended by the shareholders shall be altered or repealed by the Board of Directors.

(b) No Bylaws shall be adopted by the Board of Directors which shall require more than a majority of the voting shares for a quorum at a meeting of shareholders, or more than a majority of the votes cast to constitute action by the shareholders, except where higher percentages are required by law; provided , however that (i) if any Bylaw regulating an impending election of directors is adopted or amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors, the Bylaws so adopted or amended or repealed, together with a concise statement of the changes made; and (ii) no amendment, alteration or repeal of this Article XI shall be made except by the shareholders.

CERTIFICATE OF SECRETARY

The undersigned does hereby certify that he is the secretary of Java Express, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Nevada;

that the above and foregoing Bylaws of said corporation were duly and regularly adopted as such by the Board of Directors and Majority Stockholders of the corporation as of July 28, 2010; and became effective November 17, 2010, which is twenty-one (21) days following the mailing of an Information Statement on October 27, 2010, to all stockholders of the corporation, and that the above and foregoing Bylaws are now in full force and effect.

DATED THIS 8th day of December, 2010.

/s/Del Higginson

Secretary

Exhibit 14

JAVA EXPRESS INC.

CODE OF ETHICS

Introduction

This Code of Ethics (the "Code") embodies the commitment of Java Express, Inc. to conduct our business in accordance with all applicable laws, rules and regulations and the highest ethical standards. All Senior Financial Officers (as hereinafter defined) are expected to adhere to the principles and procedures set forth in this Code. For purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated there under, this Code shall be our code of ethics for our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions (collectively, "Senior Financial Officers"). This Code is separate and apart from, and in addition to, any policies our company may have in effect, from time to time, relating to our employees, officers and Board of Directors.

A. Code Compliance and Reporting

Our Senior Financial Officers should strive to identify and raise potential issues before they lead to problems, and should ask about the application of this Code whenever in doubt. Any Senior Financial Officer who becomes aware of any existing or potential violation of this Code should promptly notify the Audit Committee of our Board of Directors. We will take such disciplinary or preventive action, as we deem appropriate to address any existing or potential violation of this Code brought to our attention.

B. Personal Conflicts of Interest

A "personal conflict of interest" occurs when an individual's private interest improperly interferes with the interests of the Company. Personal conflicts of interest, whether actual or apparent, are prohibited as a matter of company policy, unless they have been approved or waived by the company. In particular, a Senior Financial Officer must never use or attempt to use his or her position at the Company to obtain any improper personal benefit for himself or herself, for his or her family members, or for any other person, including loans or guarantees of obligations, from any person or entity.

C. Public Disclosure

It is Company policy that the information in our public communications, including our filings made with the United States Securities and Exchange Commission, be full, fair, accurate, timely and understandable. Our Senior Financial Officers, who are involved in the company's disclosure process, are responsible for acting in furtherance of this policy. In particular, these individuals are required to maintain familiarity with the disclosure requirements applicable to the company and are prohibited from knowingly misrepresenting, omitting, or causing others to misrepresent or omit, material facts about the company to others, whether within or outside the Company, including the company's independent auditors.

D. Compliance with Laws, Rules and Regulations

It is Company policy to comply with all applicable laws, rules and regulations. It is the personal responsibility of each Senior Financial Officer to adhere to the standards and restrictions imposed by those laws, rules and regulations.

Generally, it is both illegal and against company policy for any Senior Financial Officer who is aware of material nonpublic information relating to the Company, to buy or sell securities or recommend that another person buy, sell or hold the securities of the Company.

E. Amendment, Modification and Waiver

This Code may be amended or modified by the Board of Directors. Waivers of this Code may only be granted by the Board of Directors or a committee of the Board with specific delegated authority. Waivers will be disclosed as required by the Securities Exchange Act of 1934, as amended, and the rules promulgated there under and any applicable rules relating to the maintenance of the listing of our securities on any stock exchange.

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (the “Agreement” ) is made as of March 29, 2013, by and among Java Express, Inc., a Nevada corporation ( “Parent” ); Anew Acquisition Corp., a Utah corporation and wholly-owned subsidiary of Parent ( “Merger Subsidiary” ); and ANEW LIFE, INC., a Utah corporation ( “Company” ). The foregoing are sometimes singly referred to as a “Party” or collectively as the “Parties . ”

RECITALS:

WHEREAS, Company is engaged in the business of purchasing or otherwise acquiring or settling notes, drafts, acceptances, open accounts receivable and other obligations representing part or all of the sales price of insurance, life settlements and related insurance contracts, policies and obligations (the “Business” ); and

WHEREAS, the Boards of Directors of Parent, Merger Subsidiary and Company, and Parent, as Merger Subsidiary’s sole shareholder, and certain majority stockholders of Company who collectively own in excess of a majority of the outstanding voting securities of Company ( “Company Majority Shareholders” ), have approved the merger of the Merger Subsidiary with and into Company (the “Merger” ) upon the terms and subject to the conditions set forth herein; and

WHEREAS, the Parties desire to execute and deliver this Agreement and all related or necessary documentation that may be reasonably required to complete the Merger as contemplated by the Parties under the Utah Revised Business Corporation Act (the “Utah Act” ) or otherwise (collectively, the “Transaction Documents” );

WHEREAS, for federal income tax purposes, it is intended that the Merger will qualify as a reorganization within the meaning of Section 368(a)(1)(A) and (a)(2)(E) of the Internal Revenue Code of 1986, as amended (the “Code” ); and

WHEREAS, the Parties desire to make certain representations, warranties and agreements in connection with the Merger and also to prescribe various conditions to the Merger;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual representations, warranties, covenants and agreements contained herein, the Parties hereto agree as follows:

ARTICLE 1

THE MERGER; CONVERSION OF SHARES

1.1

The Merger . Subject to the terms and conditions of this Agreement, at the Effective Time (as defined in Section 1.2 hereof), Merger Subsidiary will be merged with and into Company in accordance with the provisions of the Utah Act, whereupon the separate corporate existence of Merger Subsidiary will cease, and Company will continue as the surviving corporation (the “Surviving

Corporation” ). From and after the Effective Time, the Surviving Corporation will possess all the rights, privileges, powers and franchises and be subject to all the restrictions, disabilities and duties of Company and Merger Subsidiary, all as more fully described in the Utah Act.

1.2

Effective Time . As soon as practicable after each of the conditions set forth in Article 5 and Article 6 has been satisfied or waived, Company and Merger Subsidiary will file, or cause to be filed, with the Department of Commerce of the State of Utah, Articles of Merger for the Merger, which Articles will be in the form required by and executed in accordance with the applicable provisions of the Utah Act. The Merger will become effective at the time such filing is made, or if agreed otherwise by the Parties, such later time or date as may be set forth in the Articles of Merger (the “Effective Time” ).

1.3

Closing . Unless this Agreement has been terminated and the transactions contemplated herein have been abandoned pursuant to Article 7 hereof, the closing of the Merger (the “Closing” ) will take place at a time and on a date (the “Closing Date” ) to be specified by the Parties, which will be no later than March 29, 2013 (the “ Termination Date ”), subject, however, to the satisfaction or waiver of all of the conditions provided for in Articles 5 and 6 hereof by such date. The Closing will be held at the offices of Leonard W. Burningham, Esq., 455 East 500 South, Suite 205, Salt Lake City, Utah, or at such other place as the Parties may agree, at which time and place the Transaction Documents necessary or appropriate to effect the Merger and the transactions contemplated herein will be exchanged by the Parties. Except as otherwise provided herein, all actions taken at the Closing will be deemed to be taken simultaneously.

1.4

Conversion of Interests . Subject to the terms and conditions of this Agreement, at the Effective Time, by virtue of the Merger and without any action on the part of Company and/or Merger Subsidiary:

(a)

Each share of common stock of Company ( “Company Common Stock” ) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive one share of Parent or an aggregate of 37,037,369 shares of common stock of Parent, par value $0.001 per share ( “Parent Common Stock” ). The amount of Parent Common Stock into which shares of Company Common Stock is converted, on a one to one basis, is referred to herein as the “Merger Consideration . ”

(b)

Except as expressly set forth herein, each share of any other equity interest of Company will be canceled, without payment of any consideration therefor and without any conversion thereof.

(c)

Each share of common stock of Merger Subsidiary, par value $0.001 per share ( “Merger Subsidiary Common Stock” ), issued and outstanding immediately prior to the Effective Time will be canceled as of the Effective Time.

(d)

Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time that is then owned beneficially or of record by Parent, Merger Subsidiary or any direct or indirect subsidiary of Parent or Merger

Subsidiary, will be canceled, without payment of any consideration therefor and without any conversion thereof. Furthermore, at the Effective Time, one (1) share of Company Common Stock shall be issued to Parent.

1.5

Exchange of Company Common Stock .

(a)

Excluding only Company shareholders ( “Company Shareholders”) who have not voted in favor of the Merger and who perfect dissenters’ rights of appraisal under Section 16-10a-1301, et. seq. of the Utah Act or fail to execute and deliver Exhibit 5.4(c) hereto in the time allowed herein or therein ( “Dissenters” Rights), at the Closing, Company will cause the delivery of all Company Majority Shareholders’ and Company Shareholders’ Company Common Stock outstanding immediately prior to the Effective Time, to Parent ( “Majority Shareholders’ and Company Shareholders’ Company Certificates”) , together with appropriate assignments signed by such holders, in exchange for the number of whole shares of Parent Common Stock into which such interests have been converted as provided in Section 1.4(a), and Majority Shareholders’ and Company Shareholders’ Company Certificates so surrendered will be canceled. The remainder of Company Common Stock outstanding will be exchanged for Parent Common Stock in accordance with Section 1.4(a) on delivery by non-dissenting holders of Company Shareholders’ Company Common Stock certificates ( “Company Certificates” ) and an executed copy of Exhibit 5.4(c) to Parent, within thirty (30) days of Parent’s Dissenters’ Rights notice under the Utah Act (“ Dissenters’ Notice ”), unless such other Company Shareholders elect or are deemed to have elected to exercise Dissenters’ Rights.

(b)

All shares of Parent Common Stock issued upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof will be deemed to have been issued in full satisfaction of all rights pertaining to such Company Common Stock.

(c)

As of the Effective Time, the holders of Company Certificates representing shares of Company Common Stock will cease to have any rights as Company Shareholders, except such rights, if any, as they may have pursuant to the Utah Act. Except as provided above, until such Company Certificates are surrendered for exchange, each such Company Certificate will, after the Effective Time, represent for all purposes only the right to receive certificates representing the number of whole shares of Parent Common Stock into which Company Common Stock shall have been converted pursuant to the Merger as provided in Section 1.4(a).

(d)

No fractional shares of Parent Common Stock will be issued upon the surrender for exchange of Company Certificates; no dividend or other distribution of Parent will relate to any fractional share; and such fractional share will not entitle the holder thereof to vote or to any rights of a shareholder of Parent. All fractional shares of Parent Common Stock to which a holder of Company Common Stock immediately prior to the Effective Time would otherwise be entitled, at the Effective Time, will be aggregated if and to the extent multiple Company Certificates of such holder are

submitted together to Parent. If a fractional share results from such aggregation, then such fractional share will be rounded up to the nearest whole share and each holder of shares of Company Common Stock interests who otherwise would be entitled to receive such fractional share of Parent Common Stock will receive one whole share in lieu of such fractional share, as applicable.

1.6

Articles of Incorporation of the Surviving Corporation . The Articles of Incorporation of Company as in effect immediately prior to the Effective Time will be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with applicable law.

1.7

Bylaws of the Surviving Corporation . The Bylaws of Company, as in effect immediately prior to the Effective Time, will be the Bylaws of the Surviving Corporation until thereafter amended in accordance with applicable law.

1.8

Directors and Officers of the Surviving Corporation and Parent.

(a)

Directors and Officers of the Surviving Corporation . The directors and officers of Company, as of the Effective Time, shall continue as the directors of the Surviving Corporation.

(b)

Directors of the Parent . The directors of Parent immediately prior to the Effective Time shall appoint Ty Mattingly, Glenn Dickman and Jini Suttner to Parent’s Board of Directors, and thereafter, the current directors of Parent shall resign, in seriatim, effective as of the Effective Time, and the officers of the Surviving Corporation shall be appointed as officers of Parent by the present or new directors, who shall be Randy Pearson, President; and Glenn Dickman, Secretary/Treasurer.

1.9

Parent Common Stock and other Parent Securities Outstanding Immediately Prior the Closing of Merger . Immediately prior to the Closing of the Merger, Parent shall have not more than 3,760,072 outstanding shares of Parent Common Stock, and no options, warrants, calls or other rights to acquire authorized but unissued Parent Common Stock or other securities of Parent shall be outstanding.

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Company hereby represents and warrants to Parent and Merger Subsidiary as follows:

2.1

Disclosure Schedule . The disclosure schedule attached hereto as Exhibit 2.1 ( “Company Disclosure Schedule” ) is divided into sections that correspond to the sections of this Article 2. Company Disclosure Schedule comprises a list of all exceptions to the truth and accuracy of, and of all disclosures or descriptions required by, the representations and warranties set forth in the remaining sections of this Article 2.

2.2

Corporate Organization, etc . Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Utah with the requisite corporate

power and authority to carry on its business as it is now being conducted and to own, operate and lease its properties and assets, is duly qualified or licensed to do business as a foreign corporation in good standing in every other jurisdiction in which the character or location of the properties and assets owned, leased or operated by it or the conduct of its business requires such qualification or licensing, except in such jurisdictions in which the failure to be so qualified or licensed and in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as defined below) on Company. Company Disclosure Schedule contains a list of all jurisdictions in which Company is qualified or licensed to do business and includes complete and correct copies of Company’s articles of incorporation and bylaws. Company does not own or control any capital stock of any corporation or any interest in any partnership, joint venture or other entity.

2.3

Capitalization . The authorized capital securities of Company is set forth in the Company Disclosure Schedule. The number of shares of Company Common Stock outstanding as of the date of this Agreement and as set forth in Company Disclosure Schedule represent all of the issued and outstanding capital securities of Company. All issued and outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid and nonassessable and are without, and were not issued in violation of, preemptive rights. There are no shares of Company Common Stock or other equity securities of Company outstanding or any securities convertible into or exchangeable for such interests, securities or rights. Other than as set forth on Company Disclosure Schedule and pursuant to this Agreement, there is no subscription, option, warrant, call, right, contract, agreement, commitment, understanding or arrangement to which Company is a party, or by which it is bound, with respect to the issuance, sale, delivery or transfer of the capital securities of Company, including any right of conversion or exchange under any security or other instrument. Company has no subsidiaries.

2.4

Authorization, etc . Company has all requisite corporate power and authority to enter into, execute, deliver and perform its obligations under this Agreement. This Agreement has been duly and validly executed and delivered by Company and is the valid and binding legal obligation of Company enforceable against Company in accordance with its terms, subject to bankruptcy, moratorium, principles of equity and other limitations limiting the rights of creditors generally.

2.5

Non-Contravention . Except as set forth in Company Disclosure Schedule, neither the execution, delivery and performance of this Agreement, and each other agreement to be entered into in connection with this Agreement, nor the consummation of the transactions contemplated herein will:

(a)

violate, contravene or be in conflict with any provision of the articles of incorporation or bylaws of Company;

(b)

permit, instrument or other agreement or obligation to which Company is a party or by which Company or any of Company’s properties or assets is or may be bound;

(c)

result in the creation or imposition of any pledge, lien, security interest, restriction, option, claim or charge of any kind whatsoever (“ Encumbrances ”) upon any property or assets of Company under any debt, obligation, contract, agreement or commitment to which Company is a party or by which Company or any of Company’s assets or properties are bound; or

(d)

materially violate any statute, treaty, law, judgment, writ, injunction, decision, decree, order, regulation, ordinance or other similar authoritative matters (referred to herein individually as a “Law” and collectively as “Laws” ) of any foreign, federal, state or local governmental or quasi-governmental, administrative, regulatory or judicial court, department, commission, agency, board, bureau, instrumentality or other authority (referred to herein individually as an “Authority” and collectively as “Authorities” ).

2.6

Consents and Approvals . Except as set forth in Company Disclosure Schedule, with respect to Company, no consent, approval, order or authorization of or from, or registration, notification, declaration or filing with ( “Consent” ) any individual or entity, including without limitation any Authority, is required in connection with the execution, delivery or performance of this Agreement by Company or the consummation by Company of the transactions contemplated herein.

2.7

Financial Statements . Company Disclosure Schedule contains a copy of the audited financial statements of Company from inception on January 31, 2013, to March 18, 2013 ( “Company Financial Statements” ). Except as disclosed therein or in Company Disclosure Schedule, Company Financial Statements: (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements); and (ii) fairly present, in all material respects, the consolidated financial position of Company as of the respective dates and for the periods thereof and the results of operations of Company for the periods covered thereby. All adjustments considered necessary for a fair presentation of Company Financial Statements have been included.

2.8

Absence of Undisclosed Liabilities . Company does not have any material liabilities, obligations or claims of any kind whatsoever, whether secured or unsecured, accrued or unaccrued, fixed or contingent, matured or unmatured, known or unknown, direct or indirect, contingent or otherwise and whether due or to become due (referred to herein individually as a “Liability” and collectively as “Liabilities” ), other than: (a) Liabilities that are fully reflected or reserved for in Company Financial Statements; (b) Liabilities that are set forth on Company Disclosure Schedule; (c) Liabilities incurred by Company in the ordinary course of business after the date of Company Financial Statements and consistent with past practice; (d) Liabilities in an amount not to exceed $5,000 individually or in the aggregate unless such amounts are disclosed on Company Disclosure Schedule; or (e) Liabilities for express executory obligations to be performed after the Closing under the contracts described in Section 2.14 of Company Disclosure Schedule.

2.9

Absence of Certain Changes . Except as set forth in Company Disclosure Schedule, since March 18, 2013, Company has owned and operated its assets, properties and business in the ordinary course of business and consistent with past practice. Without limiting the generality of the foregoing, subject to the aforesaid exceptions:

(a)

Company has not experienced any change that has had or could reasonably be expected to have a Material Adverse Effect on Company; and

(b)

Company has not suffered (i) any loss, damage, destruction or other property or casualty (whether or not covered by insurance) or (ii) any loss of officers, employees, dealers, distributors, independent contractors, customers or suppliers, which had or may reasonably be expected to result in a Material Adverse Effect on Company.

2.10

Assets . Except as set forth in Company Disclosure Schedule, Company has good and marketable title to all of its assets and properties, whether or not reflected in Company Financial Statements or acquired after the date thereof (except for properties sold or otherwise disposed of since the date thereof in the ordinary course of business and consistent with past practices), that relate to or are necessary for Company to conduct its business and operations as currently conducted and intended to be conducted (collectively, the “Assets” ), free and clear of any mortgage, pledge, lien, security interest, conditional or installment sales agreement, encumbrance, claim, easement, right of way, tenancy, covenant, encroachment, restriction or charge of any kind or nature (whether or not of record) (a “Lien” ), other than (i) liens securing specific Liabilities shown in Company Financial Statements with respect to which no breach, violation or default exists; (ii) mechanics’, carriers’, workers’ or other like liens arising in the ordinary course of business; (iii) minor imperfections of title that do not individually or in the aggregate, impair the continued use and operation of the Assets to which they relate in the operation of Company as currently conducted and intended to be conducted; and (iv) liens for current taxes not yet due and payable or being contested in good faith by appropriate proceedings ( “Permitted Liens” ).

2.11

Receivables and Payables .

(c)

Except as set forth on Company Disclosure Schedule, all accounts receivable of Company represent sales in the ordinary course of business and, to Company’s knowledge, are current and collectible net of any reserves shown in Company Financial Statements and none of such receivables is subject to any Lien other than a Permitted Lien.

(d)

Except as set forth on Company Disclosure Schedule, all payables of Company arose in bona fide transactions in the ordinary course of business and no such payable is delinquent by more than sixty (60) days beyond the due date in its payment.

2.12

Intellectual Property Rights . Company owns or has the unrestricted right to use, and Company Disclosure Schedule contains a detailed listing of, all patents, patent applications, patent rights, registered and unregistered trademarks, trademark applications, tradenames, service marks, service mark applications, copyrights, internet domain names, computer programs and other computer software, inventions, know-how, trade secrets, technology, proprietary

processes, trade dress, software and formulae (collectively, “Intellectual Property Rights” ) used in, or necessary for, the operation of its business as currently conducted or intended to be conducted. Except as set forth on Company Disclosure Schedule, to Company’s knowledge, the use of all Intellectual Property Rights necessary or required for the conduct of the business of Company as presently conducted and as intended to be conducted does not infringe or violate the Intellectual Property Rights of any person or entity. Except as described on Company Disclosure Schedule, to Company’s knowledge: (a) Company does not own or use any Intellectual Property Rights pursuant to any written license agreement; (b) Company has not granted any person or entity any rights, pursuant to a written license agreement or otherwise, to use the Intellectual Property Rights; and (c) Company owns, has unrestricted right to use and has sole and exclusive possession of and has good and valid title to, all of the Intellectual Property Rights, free and clear of all Liens and Encumbrances. All license agreements relating to Intellectual Property Rights are binding and there is not, under any of such licenses, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default, or would constitute a basis for a claim on non-performance) on the part of Company or, to the knowledge of Company, any other party thereto.

2.13

Litigation . Except as set forth in Company Disclosure Schedule, there is no legal, administrative, arbitration, or other proceeding, suit, claim or action of any nature or investigation, review or audit of any kind, or any judgment, decree, decision, injunction, writ or order pending, noticed, scheduled, or, to the knowledge of Company, threatened or contemplated by or against or involving Company, its assets, properties or business or its directors, officers, agents or employees (but only in their capacity as such), whether at law or in equity, before or by any person or entity or Authority, or which questions or challenges the validity of this Agreement or any action taken or to be taken by the Parties hereto pursuant to this Agreement or in connection with the transactions contemplated herein.

2.14

Contracts and Commitments; No Default .

(e)

Except as set forth in Company Disclosure Schedule, Company is not a party to, nor are any of the Assets bound by, any written or oral:

(i)

employment, non-competition, consulting or severance agreement, collective bargaining agreement, or pension, profit-sharing, incentive compensation, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay or retirement plan or agreement;

(ii)

indenture, mortgage, note, installment obligation, agreement or other instrument relating to the borrowing of money by Company;

(iii)

contract, agreement, lease (real or personal property) or arrangement that (A) is not terminable on less than 30 days’ notice without penalty, (B) is not over one year in length of obligation of Company, or (C) involves an obligation of more than $50,000 over its term;

(iv)

contract, agreement, commitment or license relating to Intellectual Property Rights or contract, agreement or commitment of any other type, whether or not fully performed, not otherwise disclosed pursuant to this Section 2.14;

(v)

obligation or requirement to provide funds to or make any investment (in the form of a loan, capital contribution or otherwise) in any person or entity; or

(vi)

outstanding sales or purchase contracts, commitments or proposals that will result in any material loss upon completion or performance thereof after allowance for direct distribution expenses, or bound by any outstanding contracts, bids, sales or service proposals quoting prices that are not reasonably expected to result in a normal profit.

(f)

True and complete copies (or summaries, in the case of oral items) of all agreements disclosed pursuant to this Section 2.14 ( “Company Contracts” ) have been provided to Parent for review. Except as set forth in Company Disclosure Schedule, all of Company Contracts items are valid and enforceable by and against Company in accordance with their terms, and are in full force and effect. Company is not in breach, violation or default, however defined, in the performance of any of its obligations under any of Company Contracts, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof, and, to the knowledge of Company, no other parties thereto are in a breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

2.15

Compliance with Law; Permits and Other Operating Rights . Except as set forth in Company Disclosure Schedule, the Assets, properties, business and operations of Company are and have been in compliance in all respects with all Laws applicable to Company’s assets, properties, business and operations, except where the failure to comply would not have a Material Adverse Effect. Company possesses all material permits, licenses and other authorizations from all Authorities necessary to permit it to operate its business in the manner in which it presently is conducted and the consummation of the transactions contemplated by this Agreement will not prevent Company from being able to continue to use such permits and operating rights. Company has not received notice of any violation of any such applicable Law, and is not in default with respect to any order, writ, judgment, award, injunction or decree of any Authority.

2.16

Brokers . Except as otherwise set forth in Section 2.16 of Company Disclosure Schedule, neither Company nor, to the knowledge of Company, any of the its directors, officers or employees, has employed any broker, finder, investment banker or financial advisor or incurred any liability for any brokerage fee or commission, finder’s fee or financial advisory fee, in connection with the transactions contemplated hereby, nor is there any basis known to Company for any such fee or commission to be claimed by any person or entity.

2.17

Issuance of Parent Common Stock . To Company’s knowledge, as of the date of this Agreement and as of the Effective Time, no facts or circumstances exist or will exist that could cause the issuance of Parent Common Stock pursuant to the Merger to fail to meet the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act” ), set forth in Rule 506 of Regulation D promulgated thereunder by the Securities and Exchange Commission (the “SEC” ), related to the issuance of securities to “accredited investors” as that term is defined in SEC Rule 501, for the exchange of “restricted securities” as defined in SEC Rule 144 in the form of Parent Common Stock; or under Regulation S of the SEC.

2.18

Books and Records . The books of account, minute books, stock record books and other material records of Company, all of which have been made available to Parent, are complete and correct in all material respects and have been maintained in accordance with reasonable business practices. The minute books of Company contain accurate and complete records of all formal meetings held of, and corporate action taken by, the directors, officers, managers, director committees and manager committees of Company.

2.19

Business Generally; Accuracy of Information . No representation or warranty made by Company in this Agreement, Company Disclosure Schedule or in any document, agreement or certificate furnished or to be furnished to Parent at the Closing by or on behalf of Company in connection with any of the transactions contemplated by this Agreement contains or will contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements herein or therein not misleading in light of the circumstances in which they are made, and all of the foregoing completely and correctly presents the information required or purported to be set forth herein or therein.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE PARENT

AND MERGER SUBSIDIARY

Parent and Merger Subsidiary represent and warrant to Company as follows:

3.1

Disclosure Schedule . The disclosure schedule attached hereto as Exhibit 3.1 ( “Parent Disclosure Schedule” ) is divided into sections that correspond to the sections of this Article 3. Parent Disclosure Schedule comprises a list of all exceptions to the truth and accuracy of, and of all disclosures or descriptions required by, the representations and warranties set forth in the remaining sections of this Article 3.

3.2

Corporate Organization, Standing and Power . Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada; and Merger Subsidiary is a corporation duly organized, validly existing and in good standing under the laws of the State of Utah. Each of Parent and Merger Subsidiary has all corporate power and authority to own its properties and to carry on its business as now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the failure to be so qualified would have a Material Adverse Effect on Parent and Merger Subsidiary. Parent owns all of the outstanding capital stock of Merger Subsidiary. Parent does not own or control any

capital stock of any corporation or any interest in any partnership, joint venture or other entity, other than Merger Subsidiary.

3.3

Authorization . Each of Parent and the Merger Subsidiary has all the requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated herein. The board of directors of Parent and the Merger Subsidiary, and Parent as the sole shareholder of the Merger Subsidiary, have taken all action required by law, their respective articles of incorporation and bylaws or otherwise to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein. This Agreement is the valid and binding legal obligation of Parent and the Merger Subsidiary enforceable against each of them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar laws that affect creditors’ rights generally.

3.4

Capitalization . The authorized capital securities of Parent and Merger Subsidiary are set forth in the Parent Disclosure Schedule. The number of shares of Parent Common Stock, as of the date of this Agreement and as set forth in Parent Disclosure Schedule, represent all of the issued and outstanding capital securities of the Parent. All issued and outstanding shares of Parent Common Stock are duly authorized, validly issued, fully paid and nonassessable and are without, and were not issued in violation of, preemptive rights. There are no shares of Parent Common Stock or other equity securities of Parent outstanding or any securities convertible into or exchangeable for such interests, securities or rights. Other than as set forth on the Parent Disclosure Schedule and pursuant to this Agreement, there is no subscription, option, warrant, call, right, contract, agreement, commitment, understanding or arrangement to which Parent is a party, or by which it is bound, with respect to the issuance, sale, delivery or transfer of the capital securities of Parent, including any right of conversion or exchange under any security or other instrument.

3.5

Non-Contravention . Neither the execution, delivery and performance of this Agreement nor the consummation of the transactions contemplated herein will:

(a)

violate any provision of the articles of incorporation or bylaws of Parent or the Merger Subsidiary; or

(b)

be in conflict with, or constitute a default, however defined (or an event which, with the giving of due notice or lapse of time, or both, would constitute such a default), under, or cause or permit the acceleration of the maturity of, or give rise to, any right of termination, cancellation, imposition of fees or penalties under, any debt, note, bond, lease, mortgage, indenture, license, obligation, contract, commitment, franchise, permit, instrument or other agreement or obligation to which Parent or Merger Subsidiary is a party or by which Parent or Merger Subsidiary or any of their respective properties or assets is or may be bound;

(c)

result in the creation or imposition of any Encumbrance upon any property or assets of Parent or Merger Subsidiary under any debt, obligation, contract, agreement or commitment to which Parent or Merger Subsidiary is a party or by which Parent or Merger Subsidiary or any of their respective assets or properties is or may be bound; or

(d)

violate any Law of any Authority.

3.6

Consents and Approvals . No Consent is required by any person or entity, including without limitation any Authority, in connection with the execution, delivery and performance by Parent or Merger Subsidiary of this Agreement, or the consummation of the transactions contemplated herein, other than any Consent which, if not made or obtained, will not, individually or in the aggregate, have a Material Adverse Effect on the business of Parent or Merger Subsidiary.

3.7

Valid Issuance . Parent Common Stock to be issued in connection with the Merger will be duly authorized and, when issued, delivered and paid for as provided in this Agreement, will be validly issued, fully paid and non-assessable.

3.8

Financial Statements .

(a)

The financial statements of Parent consisting of audited financial statements for the fiscal years ended March 31, 2012, and 2011, and interim reviewed financial statements for the nine months ended December 31, 2012 (the “Parent Financial Statements” ): (i) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered (except as may be indicated in the notes to such financial statements); and (ii) fairly present, in all material respects, the consolidated financial position of Parent and its consolidated subsidiaries as of the respective dates thereof and the consolidated results of operations of Parent and its consolidated subsidiaries for the periods covered thereby. All adjustments considered necessary for a fair presentation of the Parent Financial Statements have been included.

3.9

No Liabilities . Parent does not have any Liabilities, except for (i) Liabilities expressly stated in the most recent balance sheet, or (ii) other Liabilities which do not exceed $1,000 in the aggregate, except as set forth in Parent Disclosure Schedule in Section 3.9 thereof.

3.10

No Assets . As of the Closing, Parent will not have any assets or operations of any kind, except as identified in the most recent balance sheet and notes thereto of Parent Financial Statements and as included in Parent Disclosure Schedule.

3.11

Absence of Certain Changes . Parent has owned and operated its assets, properties and business in the ordinary course of business and consistent with past practice. Without limiting the generality of the foregoing, subject to the aforesaid exceptions, Parent has not experienced any change that has had or could reasonably be expected to have a Material Adverse Effect on the Parent.

3.12

Litigation . There is no legal, administrative, arbitration, or other proceeding, suit, claim or action of any nature or investigation, review or audit of any kind, or any judgment, decree, decision, injunction, writ or order pending, noticed, scheduled, or, to the knowledge of Parent or Merger Subsidiary, threatened or contemplated by or against or involving the Parent, its assets, properties or business or its directors, officers, agents or employees (but only in their capacity as such), whether at law or in equity, before or by any person or entity or Authority, or which questions or challenges the

validity of this Agreement or any action taken or to be taken by the Parties hereto pursuant to this Agreement or in connection with the transactions contemplated herein.

3.13

Contracts and Commitments; No Default . Parent is not a party to, nor are any of its Assets bound by, any contract (a “ Parent Contracts ”) that is not disclosed in Parent Disclosure Schedule. None of Parent Contracts contains a provision requiring the consent of any party with respect to the consummation of the transactions contemplated by this Agreement. Parent is not in breach, violation or default, however defined, in the performance of any of its obligations under any of Parent Contracts, and no facts and circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such breach, violation or default thereunder or thereof, and, to the knowledge of Parent, no other parties thereto are in a breach, violation or default, however defined, thereunder or thereof, and no facts or circumstances exist which, whether with the giving of due notice, lapse of time, or both, would constitute such a breach, violation or default thereunder or thereof.

3.14

No Broker or Finder . No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Merger or any of the other transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent.

3.15

Intercompany and Affiliate Transactions; Insider Interests . Except as expressly identified in the reports and registration statements of Parent filed with the SEC ( “Parent SEC Reports and Registration Statements” ) and in the Consent of Directors of Parent approving the Merger, there are, and during the last two years, there have been, no transactions, agreements or arrangements of any kind, direct or indirect, between Parent, on the one hand, and any director, officer, employee, stockholder, or affiliate of Parent, on the other hand, including, without limitation, loans, guarantees or pledges to, by or for the Parent or from, to, by or for any of such persons, that are effected with all corporate consents and approvals necessary under controlling law, and currently in effect.

3.16

Business Generally; Accuracy of Information . No representation or warranty made by Parent in this Agreement, Parent Disclosure Schedule, or in any document, agreement or certificate furnished or to be furnished to Company at the Closing by or on behalf of Parent in connection with any of the transactions contemplated by this Agreement contains or will contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements herein or therein not misleading in light of the circumstances in which they are made, and all of the foregoing completely and correctly present the information required or purported to be set forth herein or therein.

3.17

SEC Reports and Registration Statements . Parent is a “reporting issuer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act” ), and has timely filed all reports required to be filed by it under Section 13 of the Exchange Act during no less than the past twelve (12) months. Parent SEC Reports and Registration Statements do not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements herein or therein not misleading in light of the circumstances in which they are made.

ARTICLE 4

CONVENANTS OF THE PARTIES

4.1

Conduct of Business . Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, Company and Parent will each conduct its business and operations according to its ordinary and usual course of business consistent with past practices. Without limiting the generality of the foregoing, and, except as otherwise expressly provided in this Agreement or as otherwise disclosed in Parent Disclosure Schedule or Company Disclosure Schedule, respectively, prior to the Closing Date, without the prior written consent of the other Parties, not to be unreasonably delayed, Parent and Company each will not:

(a)

amend its articles of incorporation or bylaws;

(b)

issue, reissue, sell, deliver or pledge or authorize or propose the issuance, reissuance, sale, delivery or pledge of shares of capital stock of any class, or securities convertible into capital stock of any class, or any rights, warrants or options to acquire any convertible securities or capital stock;

(c)

adjust, split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any shares of its capital stock or any of its other securities;

(d)

declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, redeem or otherwise acquire any shares of its capital stock or other securities, alter any term of any of its outstanding securities;

(e)

(i) except as required under any employment agreement, increase in any manner the compensation of any of its directors, officers or other employees; (ii) pay or agree to pay any pension, retirement allowance or other employee benefit not required or permitted by any existing plan, agreement or arrangement to any such director, officer or employee, whether past or present; or (iii) commit itself to any additional pension, profit-sharing, bonus, incentive, deferred compensation, stock purchase, stock option, stock appreciation right, group insurance, severance pay, retirement or other employee benefit plan, agreement or arrangement, or to any employment agreement or consulting agreement (arising out of prior employment ) with or for the benefit of any person, or, except to the extent required to comply with applicable law, amend any of such plans or any of such agreements in existence on the date of this Agreement;

(f)

hire any additional personnel except in the ordinary course of business;

(g)

incur, assume, suffer or become subject to, whether directly or by way of guarantee or otherwise, any Liabilities which, individually or in the aggregate, exceed $5,000 in the case of Parent or $50,000 in the case of Company;

(h)

make or enter into any commitment for capital expenditures in excess of $5,000 in the case of Parent or $50,000 in the case of Company;

(i)

pay, lend or advance any amount to, or sell, transfer or lease any properties or assets (real, personal or mixed, tangible or intangible) to, or enter into any agreement or arrangement with, any of its officers or directors or any affiliate or associate of any of its officers or directors;

(j)

terminate, enter into or amend in any material respect any contract, agreement, lease, license or commitment, or take any action or omit to take any action which will cause a breach, violation or default (however defined) under any contract, except in the ordinary course of business and consistent with past practice;

(k)

acquire any of the business or assets of any other person or entity;

(l)

permit any of its current insurance (or reinsurance) policies to be canceled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies providing coverage equal to or greater than coverage remaining under those canceled, terminated or lapsed are in full force and effect;

(m)

enter into other material agreements, commitments or contracts not in the ordinary course of business or in excess of current requirements;

(n)

settle or compromise any suit, claim or dispute, or threatened suit, claim or dispute (other than any settlement or compromise having no Material Adverse Effect upon its assets, operations or financial position); or

(o)

agree in writing or otherwise to take any of the foregoing actions or any action which would make any representation or warranty in this Agreement untrue or incorrect in any material respect.

Nothing herein shall prevent each Party from operating its business in the ordinary course and consistent with past practice.

4.2

Full Access . Throughout the period prior to Closing, each Party has and will afford to the other and its directors, officers, employees, counsel, accountants, investment advisors and other authorized representatives and agents, reasonable access to the facilities, properties, books and records of the other Party in order that the other may have full opportunity to make such investigations as it will desire to make of the affairs of the disclosing Party. Each Party will furnish such additional financial and operating data and other information as the other will, from time to time, reasonably request, including without limitation access to the working papers of its independent certified public accountants; provided, however , that any such investigation will not affect or otherwise diminish or obviate in any respect any of the representations and warranties of the disclosing Parties.

4.3

Confidentiality . Each Party hereto agrees that it will not use, or permit the use of, any of the information relating to any other Party hereto furnished to it in connection with the

transactions contemplated herein ( “Information” ) in a manner or for a purpose detrimental to such other Party or otherwise than in connection with the transactions, and that they will not disclose, divulge, provide or make accessible (collectively, “Disclose” or “Disclosure” ), or permit the Disclosure of, any of the Information to any person or entity, other than their respective directors, officers, employees, investment advisors, accountants, counsel and other authorized representatives and agents, except as may be required by judicial or administrative process or, in the opinion of such Party’s counsel, by other requirements of Law; provided, however, that prior to any Disclosure of any Information permitted hereunder, the disclosing Party will first obtain the recipients’ undertaking to comply with the provisions of this Section with respect to such Information. The term “Information” as used herein will not include any information relating to a Party that the Party disclosing such information can show: (i) to have been in its possession prior to its receipt from another Party hereto; (ii) to be now or to later become generally available to the public through no fault of the disclosing Party; (iii) to have been available to the public at the time of its receipt by the disclosing Party; (iv) to have been received separately by the disclosing Party in an unrestricted manner from a person entitled to disclose such information; or (v) to have been developed independently by the disclosing Party without regard to any information received in connection with this transaction or related transactions contemplated herein. Each Party hereto also agrees to promptly return to the Party from whom it originally received such Information all original and duplicate copies of written materials containing Information should the transactions contemplated herein not occur. All Parties hereto will be deemed to have satisfied each’ obligations to hold the Information confidential if each exercises the same care as each takes with respect to each Party’s similar information.

4.4

Filings; Consents; Removal of Objections . Subject to the terms and conditions herein provided, the Parties hereto will use their best efforts to take or cause to be taken all actions and do or cause to be done all things necessary, proper or advisable under applicable Laws to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby, including without limitation obtaining all Consents of any person or entity, whether private or governmental, required in connection with the consummation of the transactions contemplated herein. In furtherance, and not in limitation of the foregoing, it is the intent of the Parties to consummate the transactions contemplated herein at the earliest practicable time, and they respectively agree to exert commercially reasonable efforts to that end, including without limitation: (i) the removal or satisfaction, if possible, of any objections to the validity or legality of the transactions contemplated herein; and (ii) the satisfaction of the conditions to consummation of the transactions contemplated hereby.

4.5

Further Assurances; Cooperation; Notification .

(a)

Each Party hereto will, before, at and after Closing, execute and deliver such instruments and take such other actions as the other Party may reasonably require in order to carry out the intent of this Agreement. Without limiting the generality of the foregoing, at any time after the Closing, at the reasonable request of Parent and without further consideration, Company will execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation and take such action as Parent may reasonably deem necessary or desirable in order to more effectively consummate the transactions contemplated hereby.

(b)

At all times from the date hereof until the Closing, each Party will promptly notify the other in writing of the occurrence of any event which it reasonably believes will or may result in a failure by such Party to satisfy the conditions specified in this Article 4.

4.6

Supplements to Disclosure Schedule . Prior to the Closing, each Party will supplement or amend each’s respective Disclosure Schedule with respect to any event or development which, if existing or occurring at or prior to the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedule or which is necessary to correct any information in the Disclosure Schedule or in any representation and warranty of the Company which has been rendered inaccurate by reason of such event or development. For purposes of determining the accuracy as of the date hereof of the representations and warranties of Company contained in Article 2 hereof or Parent in Article 3 hereof in order to determine the fulfillment of the conditions set forth herein, the Disclosure Schedule of each Party will be deemed to exclude any information contained in any supplement or amendment hereto delivered after the delivery of the Disclosure Schedule, except to the extent such information is delivered prior to Closing.

4.7

Public Announcements . No Party hereto will make any public announcement with respect to the transactions contemplated herein without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed; provided , however , that any Party hereto may at any time make any announcement that is required by applicable Law so long as the Party so required to make an announcement promptly upon learning of such requirement notifies the other Party of such requirement and discusses with the other Party in good faith the exact proposed wording of any such announcement.

4.8

Satisfaction of Conditions Precedent . Each Party will use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are applicable to them, and to cause the transactions contemplated by this Agreement to be consummated, and, without limiting the generality of the foregoing, to obtain all material consents and authorizations of third parties and to make filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to effect the transactions contemplated hereby.

4.9

Resignation of Officers And Directors . At the Closing, the pre-Closing officers and directors of Parent shall submit their written resignations from such offices effective as of the Closing, in seriatim. Prior to their resignations, the pre-Closing directors of Parent shall appoint to the Board of Directors of Parent, those persons indicated in Section 1.8(b), effective as of the Closing. To the extent deemed required, Parent will have complied with the applicable provisions of SEC Rule 14f-1 promulgated under the Exchange Act in respect of the election of the new directors of Parent.

4.10

8-K Current Report . Within four (4) days of the Effective Time of the Merger, Parent will cause the required 8-K Current Report on SEC Form 8-K to be filed with the SEC (the “8-K Current Report” ), which shall include Company Financial Statements, along with unaudited pro forma balance sheets, income statements and related footnotes showing the effects

of the Merger among the Parties for the financial periods required by Regulation S-K and Regulation S-X of the SEC and Form 8-K of the SEC.

ARTICLE 5

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF PARENT

AND MERGER SUBSIDIARY

Notwithstanding any other provision of this Agreement to the contrary, the obligation of Parent and Merger Subsidiary to effect the transactions contemplated herein will be subject to the satisfaction at or prior to the Closing, or waiver by Parent, of each of the following conditions:

5.1

Representations and Warranties True . The representations and warranties of Company contained in this Agreement, including without limitation in Company Disclosure Schedule initially delivered to Parent as Exhibit 2.1 (and not including any changes or additions delivered to Parent pursuant to Section 4.6, unless delivered prior to Closing), will be true, complete and accurate in all material respects as of the date when made and at and as of the Closing Date as though such representations and warranties were made at and as of such time, except for changes specifically permitted or contemplated by this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

5.2

Performance . Company will have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by the Company on or prior to the Closing.

5.3

Required Approvals and Consents .

(a)

All action required by law and otherwise to be taken by the shareholders of Company to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will have been duly and validly taken.

(b)

All Consents of or from all Authorities required hereunder to consummate the transactions contemplated herein, will have been delivered, made or obtained, and Parent will have received copies thereof.

5.4

Agreements and Documents . Parent and Merger Subsidiary will have received the following agreements and documents, each of which will be in full force and effect:

(a)

a certificate executed on behalf of Company by its Chief Executive Officer confirming that the conditions set forth in Sections 5.1, 5.2, 5.3, 5.5, 5.6 and 5.7 have been duly satisfied;

(b)

a Joint (in the form of Exhibit 5.4(b)) or Singular (respectively, in the form of Exhibit 5.4(b)(i) and Exhibit 5.4(b)(ii)) Company Board of Director’s and Company Majority Shareholders’ Written Consent to Merger, among other provisions

thereof, executed by all members of Company Board of Directors and all of Company Majority Shareholders; and

(c)

a Company Shareholders’ Representations and Warranties executed by all Company Shareholders owning Company Common Stock and being entitled to receive Parent Common Stock under the Merger, approving the Merger and agreeing, among other provisions thereof, to a minimum holding period of such Parent Common Stock of the greater of the holding period required by SEC Rule 144 or twelve (12) months from the Effective Date, which, if not executed and delivered by the respective Company Shareholders to Parent within thirty (30) days of the Parent Dissenters’ Rights notice the Dissenters’ Notice to Company Shareholders required by Section 16-10a-1322 of the Utah Act (assuming the Merger is first approved by the Company Majority Shareholders and the Closing has taken place and there is an Effective Date), will automatically result in the exercise of Dissenters’ Rights by any of Company Shareholders for any failure on the part of any such holder to execute and deliver this instrument, in the form of Exhibit 5.4(c) within thirty (30 days of such Dissenters’ Notice.

(d)

All Lock-Up/Leak-Out Agreements to which any Company Shareholder is party shall be assumed by Parent and shall remain in full force and effect, without qualification, as to any Company Shareholder party to any such Lock-Up/Leak-Out Agreement and Parent Common Stock will be substituted for Company Common Stock thereunder.

5.5

Adverse Changes . No material adverse change will have occurred in the business, financial condition, prospects, assets or operations of Company since March 18, 2013, except as set forth in Company Disclosure Schedule or incurred in the ordinary course of business and consistent with past practice.

5.6

No Proceeding or Litigation . No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of Parent, individually or in the aggregate, otherwise have a Material Adverse Effect on Company’s business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.

5.7

Legislation . No Law will have been enacted which prohibits, restricts or delays the consummation of the transactions contemplated hereby or any of the conditions to the consummation of such transactions.

5.8

Dissenters’ Rights Valuation Rights of Company . Parent shall be deemed to be a third party beneficiary to all agreements, arrangements or understandings with Company Shareholders that limit the fair market value of Company Shareholders exercising or being determined to have exercised applicable Dissenters’ Rights hereunder or otherwise to the amount or amounts paid by such Company Shareholders for their respective Company Common Stock, together with applicable interest on such amounts.

5.9

Appropriate Documentation . Parent will have received, in a form and substance reasonably satisfactory to Parent, dated the Closing Date, all certificates and other documents, instruments and writings to evidence the fulfillment of the conditions set forth in this Article 5 as Parent may reasonably request, along with duly executed copies of the Transaction Documents by the Parties and the Company Certificates.

ARTICLE 6

CONDITIONS PRECEDENT TO THE OBLIGATIONS OF COMPANY

Notwithstanding anything in this Agreement to the contrary, the obligation of Company to effect the transactions contemplated herein will be subject to the satisfaction at or prior to the Closing of each of the following conditions:

6.1

Representations and Warranties True . The representations and warranties of Parent contained in this Agreement will be true, complete and accurate in all material respects as of the date when made and at and as of the Closing, as though such representations and warranties were made at and as of such time, except for changes permitted or contemplated in this Agreement, and except insofar as the representations and warranties relate expressly and solely to a particular date or period, in which case they will be true and correct at the Closing with respect to such date or period.

6.2

Performance . Parent will have performed and complied in all material respects with all agreements, covenants, obligations and conditions required by this Agreement to be performed or complied with by Parent at or prior to the Closing, including the obligations of the pre-Closing officers and directors of Parent set forth in Section 4.9.

6.3

Required Approvals and Consents .

(a)

All action required by law and otherwise to be taken by the directors and stockholders of the Parent to authorize the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will have been duly and validly taken.

(b)

All Consents of or from all Authorities required hereunder to consummate the transactions contemplated herein, will have been delivered, made or obtained, and Company will have received copies thereof.

6.4

Agreements and Documents . Company will have received the following agreements and documents, each of which will be in full force and effect:

(a)

a certificate executed on behalf of Parent by its Chief Executive Officer confirming that the conditions set forth in Sections 6.1, 6.2, 6.3, 6.5, 6.6 and 6.7 have been duly satisfied;

(b)

a Joint or Singular Company Board of Director’s and Company Majority Shareholders’ Written Consent to Merger, among other provisions thereof, in the form of

Exhibit 5.4(b) executed by all members of Company Board of Directors and all of Company Majority Shareholders;

(c)

resolutions of the Boards of Directors of Parent and of Merger Subsidiary, certified by the secretary of Parent, approving the transactions contemplated by this Agreement (by Parent as a Party and as the sole shareholder of Merger Subsidiary), including the Merger, the issuance of the Merger Consideration and the matters referred to in Section 1.8(b) of this Agreement or as otherwise required to complete the transactions contemplated hereby;

(d)

a Company Shareholders’ Representations and Warranties executed by all Company Shareholders owning Company Common Stock and being entitled to receive Parent Common Stock under the Merger, approving the Merger and agreeing, among other provisions thereof, to a minimum holding period of such Parent Common Stock of the greater of the holding period required by SEC Rule 144 or twelve (12) months from the Effective Date, which, if not executed and delivered by the respective Company Shareholders to Parent within thirty (30) days of the Dissenters’ Notice to Company Shareholders required by Section 16-10a-1322 of the Utah Act (assuming the Merger is first approved by the Company Majority Shareholders and the Closing has taken place and there is an Effective Date), will automatically result in the exercise of Dissenters’ Rights by any of Company Shareholders for any failure on the part of any such holder to execute and deliver this instrument, in the form of Exhibit 5.4(c) ;

6.5

Adverse Changes . No material adverse change will have occurred in the business, financial condition, prospects, assets or operations of Parent since December 31, 2012, except as set forth in Parent Disclosure Schedule or incurred in the ordinary course of business and consistent with past practice.

6.6

No Proceeding or Litigation . No suit, action, investigation, inquiry or other proceeding by any Authority or other person or entity will have been instituted or threatened which delays or questions the validity or legality of the transactions contemplated hereby or which, if successfully asserted, would, in the reasonable judgment of Company, individually or in the aggregate, otherwise have a Material Adverse Effect on Parent’s business, financial condition, prospects, assets or operations or prevent or delay the consummation of the transactions contemplated by this Agreement.

6.7

6.8

6.9

Appropriate Documentation . Company will have received, in a form and substance reasonably satisfactory to Company, dated the Closing Date, all certificates and other documents, instruments and writings to evidence the fulfillment of the conditions set forth in this Article 6 as Company may reasonably request, along with duly executed copies of the Transaction Documents by the Parties.

ARTICLE 7

TERMINATION AND ABANDONMENT

7.1

Termination by Mutual Consent . This Agreement may be terminated at any time prior to the Closing by the written consent of Company and Parent.

7.2

Termination by Either Company or Parent . This Agreement may be terminated by either Company or Parent if the Closing is not consummated by the Termination Date (provided that the right to terminate this Agreement under this Section 7.2 will not be available to any Party whose failure to fulfill any obligation under this Agreement has been the cause of or resulted in the failure of the Closing to occur on or before such date).

7.3

Termination by Parent . This Agreement may be terminated at any time prior to the Closing by Parent if any of the conditions provided for in Article 5 have not been met or waived by Parent in writing prior to the Closing.

7.4

Termination by the Company . This Agreement may be terminated prior to the Closing by action of Company if any of the conditions provided for in Article 6 have not been met or waived by Company in writing prior to the Closing.

7.5

Procedure and Effect of Termination . In the event of termination of this Agreement and abandonment of the transactions contemplated hereby by Company or Parent pursuant to this Article 7, written notice thereof will be given to all other Parties and this Agreement will terminate and the transactions contemplated hereby will be abandoned, without further action by any of the Parties hereto. If this Agreement is terminated as provided herein:

(a)

Each of the Parties will, upon request, redeliver all documents, work papers and other material of the other Parties relating to the transactions contemplated hereby, whether obtained before or after the execution hereof, to the Party furnishing the same;

(b)

No Party will have any liability for a breach of any representation, warranty, agreement, covenant or the provision of this Agreement, unless such breach was due to a willful or bad faith action or omission of such Party or any representative, agent, employee or independent contractor thereof; and

(c)

All filings, applications and other submissions made pursuant to the terms of this Agreement will, to the extent practicable, be withdrawn from the agency or other person to which made.

ARTICLE 8

MISCELLANEOUS PROVISIONS

8.1

Expenses . Parent and Company will each bear their own costs and expenses relating to the transactions contemplated hereby, including without limitation, fees and expenses of legal counsel, accountants, investment bankers, brokers or finders, printers, copiers, consultants or other representatives for the services used, hired or connected with the transactions contemplated hereby.

8.2

Survival . The representations and warranties of the Parties shall survive the Closing for a period of one (1) year.

8.3

Amendment and Modification . Subject to applicable Law, this Agreement may be amended or modified by the Parties hereto at any time with respect to any of the terms contained herein; provided , however , that all such amendments and modifications must be in writing duly executed by all of the Parties hereto.

8.4

Waiver of Compliance; Consents . Any failure of a Party to comply with any obligation, covenant, agreement or condition herein may be expressly waived in writing by the Party entitled hereby to such compliance, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition will not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. No single or partial exercise of a right or remedy will preclude any other or further exercise thereof or of any other right or remedy hereunder. Whenever this Agreement requires or permits the consent by or on behalf of a Party, such consent will be given in writing in the same manner as for waivers of compliance.

8.5

No Third Party Beneficiaries . Nothing in this Agreement will entitle any person or entity (other than the Parties hereto and his, her or its respective successors and assigns permitted hereby) to any claim, cause of action, remedy or right of any kind.

8.6

Notices . All notices, requests, demands and other communications required or permitted hereunder will be made in writing and will be deemed to have been duly given and effective: (i) on the date of delivery, if delivered personally; (ii) on the earlier of the fourth (4th) day after mailing or the date of the return receipt acknowledgement, if mailed, postage prepaid, by certified or registered mail, return receipt requested; or (iii) on the date of transmission, if sent by facsimile, telecopy, telegraph, telex or other similar telegraphic communications equipment, or to such other person or address as the Company will furnish to the other Parties hereto in writing in accordance with this Section 8.6.

If to Company or Company Majority Shareholders Prior to the Merger:

With a copy to:

ANEW LIFE, INC.

Randy Pearson, President

4626 North 300 West, Suite 365

Provo, Utah 84604

Leonard W. Burningham, Esq.

455 East 500 South, Suite 205

Salt Lake City, Utah 84111

Facsimile No.: 801-355-7126

or to such other person or address as either Company or Company Shareholders will furnish to the other Parties hereto in writing in accordance with this Section 8.6.

If to Parent or Merger Subsidiary Prior to the Merger:

With a copy to:

Java Express, Inc.

Jonathan Craig Moffitt, President

4626 North 300 West, Suite 375

Provo, Utah 84604

Leonard W. Burningham, Esq.

455 East 500 South, Suite 205

Salt Lake City, Utah 84111

Facsimile No.: 801-355-7126

or to such other person or address as Parent will furnish to the other Parties hereto in writing in accordance with this Section 8.6.

8.7

Assignment . This Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned (whether voluntarily, involuntarily, by operation of law or otherwise) by any of the Parties hereto without the prior written consent of the other Parties.

8.8

Governing Law . This Agreement and the legal relations among the Parties hereto will be governed by and construed in accordance with the internal substantive laws of the State of Utah (without regard to the laws of conflict that might otherwise apply) as to all matters, including without limitation matters of validity, construction, effect, performance and remedies.

8.9

Counterparts . This Agreement may be executed simultaneously in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

8.10

Headings . The table of contents and the headings of the sections and subsections of this Agreement are inserted for convenience only and will not constitute a part hereof.

8.11

Entire Agreement . This Agreement, the Disclosure Schedules and the exhibits and other writings referred to in this Agreement or in the Disclosure Schedules or any such exhibit or other writing are part of this Agreement, together they embody the entire agreement and understanding of the Parties hereto in respect of the transactions contemplated by this Agreement and together they are referred to as this Agreement or the Transaction Documents. There are no restrictions, promises, warranties, agreements, covenants or undertakings, other than those expressly set forth or referred to in this Agreement. This Agreement supersedes all prior agreements and understandings between the Parties with respect to the transaction or transactions contemplated by this Agreement. Provisions of this Agreement will be interpreted to be valid and enforceable under applicable Law to the extent that such interpretation does not materially alter this Agreement; provided, however , that if any such provision becomes invalid or unenforceable under applicable Law such provision will be stricken to the extent necessary and the remainder of such provisions and the remainder of this Agreement will continue in full force and effect.

8.12

Definition of Material Adverse Effect . “Material Adverse Effect” with respect to a Party means a material adverse change in or effect on the business, operations, financial condition, properties or liabilities of that Party taken as a whole; provided, however, that a Material Adverse Effect will not be deemed to include (i) changes as a result of the announcement of this transaction or related transactions contemplated herein, (ii) events or conditions arising from changes in general business or economic conditions or (iii) changes in generally accepted accounting principles.

(Signature Page Follows)

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

EXHIBIT 2.1

Company Disclosure Schedule

2.2

Corporate Organization, Standing and Power

No exceptions.

2.3

Capitalization .

Common Stock:

50,000,000 shares, $0.001 par value.

Outstanding:

37,056,793 shares.

2.4

Authorization .

No exceptions.

2.5

Non-Contravention .

No exceptions.

2.6

Consents and Approvals .

No exceptions.

2.7

Financial Statements .

No exceptions.

2.8

Absence of Undisclosed Liabilities .

No exceptions.

2.9

Absence of Certain Changes .

No exceptions.

2.10

Assets .

No exceptions.

2.11

Receivables and Payables .

No exceptions.

2.12

Intellectual Property Rights .

No exceptions.

2.13

Litigation .

No exceptions.

2.14

Contracts and Commitments; No Default .

Engagement Letter with Leonard W. Burningham, Esq. dated March 19, 2013

Transfer Agreement between PCH Financial S.à r.l., a société à responsabilité limitée incorporated and existing under the laws of the Grand Duchy of Luxembourg (“PCH Financial”), the Seller; and the Company, the Buyer; in the presence of TW Life VI S.à r.l., TW Life VII S.à r.l., TW Life VII S.à r.l., and TW Life VIII S.à r.l., each a société à responsabilité limitée incorporated and existing under the laws of the Grand Duchy of Luxembourg (individually and together, “TW Life”);

Pledge Agreement between the Company as Pledgor; PCH Financial as Pledgee; and TW Life; and

Secured Promissory Note between the Company as Debtor and PCH Financial as Creditor.

Structuring and Consulting Agreement with Europa Settlement Advisors Ltd. dated March 14, 2013.

2.15

Compliance with Law; Permits and Other Operating Rights .

No exceptions.

2.16

Brokers .

None.

2.17

Issuance of Parent Common Stock.

No exceptions.

2.18

Books and Records .

No exceptions.

2.19

Business Generally; Accuracy of Information .

No exceptions.

EXHIBIT 3.1

Parent Disclosure Schedule

3.1

Disclosure Schedule .

3.2

Corporate Organization, Standing and Power

No exceptions.

3.3

Authorization

No exceptions.

3.4

Capitalization

Authorized:

Common:

50,000,000 at $0.001 par value

Preferred:

10,000,000 at $0.001 par value

Outstanding:

Common:

3,760,072

Issued in Merger:

37,056,793

Total Outstanding:

40,816,865

3.5

Non-Contravention

No exceptions.

3.6

Consents and Approvals

No exceptions.

3.7

Valid Issuance

No exceptions.

3.8

Financial Statements

No exceptions.

3.9

No Liabilities

No exceptions.

3.10

No Assets

No exceptions.

3.11

Absence of Certain Changes

No exceptions.

3.12

Litigation

No exceptions.

3.13

Contracts and Commitments; No Default

Engagement Letter of Leonard W. Burningham, Esq. dated March 18, 2013.

3.14

No Broker or Finder

No exceptions.

3.15

Intercompany And Affiliate Transactions; Insider Interests

No exceptions.

3.15

Business Generally; Actually of Information.

No exceptions.

3.16

SEC Reports and Registration Statements.

No exceptions.

EXHIBIT 5.4(c)

FOUNDING COMPANY SHAREHOLDERS’ REPRESENTATIONS AND WARRANTIES

THE MERGER HAS BEEN APPROVED BY THE COMPANY MAJORITY SHAREHOLDERS, AND NO OTHER VOTES ARE REQUIRED OR NECESSARY TO COMPLETE THE MERGER. YOU ARE ENTITLED TO DISSENTERS’ RIGHTS ON THE EFFECTIVE DATE OF THE MERGER UNDER THE UTAH ACT, AND YOUR VOTE IN FAVOR OF THE MERGER WILL EXTINGUISH THOSE RIGHTS. THIS EXHIBIT IS NOTICE OF THE APPROVAL OF THE MERGER BY THE REQUIRED NUMBER OF SHARES OF COMPANY COMMON STOCK UNDER THE UTAH ACT; BY THE TERMS OF THE MERGER AGREEMENT, YOU WILL BE DEEMED TO HAVE ELECTED TO HAVE EXERCISED SUCH DISSENTERS’ RIGHTS IF YOU FAIL TO EXECUTE AND DELIVER THIS EXHIBIT TO PARENT WITHIN THIRTY (30) DAYS OF THE EFFECTIVE DATE OF THE MERGER.

It is unlawful to use the confidential information disclosed in Exhibit A to purchase or sell securities of Java Express until there has been a public disclosure of the Merger; and any such use or other disclosure of the confidential information to anyone prior to any such public announcement may subject the using party to treble damages and criminal penalties under federal and state securities laws, rules and regulations, including Securities and Exchange Commission Rule 10b-5.

KNOW ALL BY THESE PRESENTS:

In consideration of and as a condition of the closing (the “Closing” ) of the Agreement and Plan of Merger (the “Merger” ) between Java Express, Inc., a Nevada corporation ( “Parent” ), Anew Acquisition Corp., a Utah corporation and wholly-owned subsidiary of Parent ( “Merger Subsidiary” ), and ANEW LIFE, INC., a Utah corporation ( “Company” ) (the “Merger Agreement” ), by which Merger Subsidiary shall merge with and into Company and Company Shareholders shall exchange their respective Company Common Stock for Parent Common Stock (respectively, the “Exchange” and the “Merger Consideration” ), the undersigned founding Company Shareholder (a “Company Shareholder” ), with the understanding that all capitalized terms not otherwise defined herein will have the same meanings ascribed to those terms in the Merger Agreement or related instruments executed and delivered in connection with the Merger (the “ Transaction Documents ”), and with the further understanding that these representations, warranties and covenants are in addition to all representations, warranties, covenants and conditions contained in the Transaction Documents, hereby represents, warrants and covenants to Parent, Merger Subsidiary and Company; and also, with the further understanding that Parent will issue 37,056,793 shares of its common stock (“ Parent Common Stock ”) in exchange for all of the outstanding shares of Company Common Stock. There would be 40,816,865 outstanding shares of Parent Common Stock; current Parent stockholders would own 3,760,072 of these shares or approximately 9.2% of the outstanding voting securities of the combined companies (the “Reorganized Parent” ), and current Company Shareholders would own approximately 37,056,793 of these shares or approximately 90.7% of these outstanding voting securities, approximately 81.5% of which would be owned by Company

founders. Company Shareholders will experience an immediate stock dilution of 9.24% by reason of the Closing of the Merger.

Access . Company Shareholder has received copies of or full access to:

(i)

The Merger Agreement, which includes, but is not limited to Parent Disclosure Schedule, Company Disclosure Schedule and all Exhibits and Schedules made a part thereof ( Exhibit A” hereto);

(ii)

Dissenters’ Rights Statutes of the Utah Revised Business Corporation Act (respectively, the “Dissenters’ Rights Statutes” and the “Utah Act” ) ( “Exhibit B” hereto);

(iii)

Parent reports and registration statements filed under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act” ), with the Securities and Exchange Commission (the “SEC” ) during the past twelve (12) months ( “Parent Reports and Registration Statements” ) at www.sec.gov, or by requesting a copy of Parent Reports and Registration Statements from Parent, if Company Shareholder does not have Internet access or was not otherwise able to view Parent Reports and Registration Statements;

(iv)

All information about Company (“ANEW”) business prospects, business, management, financial information or otherwise, from Company and its management, with Parent (“Java”) having no responsibility for such information whatsoever;

(v)

Parent and Company directors, executive officers, legal counsel and accountants, to the extent requested, and has had the opportunity to ask questions of such persons and has received answers to all such questions posed to such persons, who can be contacted through:

If to Parent or Merger Subsidiary Prior to the Merger :

Java Express, Inc.

Jonathan Craig Moffitt, President

4626 North 300 West, Suite 375

Provo, Utah 84604

Telephone No.:

Facsimile No.:

Leonard W. Burningham, Esq.

455 East 500 South, Suite 205

Salt Lake City, Utah 84111

Telephone No. 801-363-7411

Facsimile No.: 801-355-7126

If to Company or Company Majority Shareholders Prior to the Merger :

ANEW LIFE, INC.

Randy Pearson, President

4626 North 300 West, Suite 365

Provo, Utah 84604

Telephone No.:

Facsimile No.:

Leonard W. Burningham, Esq.

455 East 500 South, Suite 205

Salt Lake City, Utah 84111

Telephone No. 801-363-7411

Facsimile No.: 801-355-7126

Dissenters’ Rights . Company Shareholder:

(i)

Has read and understands the Dissenters’ Rights Statutes, either singly or with the aid of legal counsel or other personal representative;

(ii)

Understands that the Board of Directors of Company and Company Majority Shareholder has approved the Merger in accordance with the Utah Act, and that as a result thereof, Company Shareholder has a right to dissent to the Merger and that (a) a vote in favor of the Merger will result in a waiver of Dissenters’ Rights under the Utah Act; and (b) a failure to execute and deliver this instrument to Parent within the time and manner outlined above will automatically result in the exercise of Dissenters’ Rights by such Company Shareholder and that all Company Shareholders have agreed that the fair value for Company Common Stock under Dissenters’ Rights shall be the amount paid to Company for such Company Common Stock by the respective Company Shareholders, without qualification or other valuation, which was a condition of the issuance of such Common Stock by the Board of Directors of Company; and

(iii)

Desires to vote all Company Common Stock owned in favor of the Merger and hereby waives and compromises or otherwise settles any applicable Dissenters’ Rights under the Utah Act.

Restricted Securities . Company Shareholder:

(i)

Understand the meaning of “restricted securities” under SEC Rule 144, knows that they are not freely tradeable and acknowledges that Parent Common Stock being received under the Merger comprises “restricted securities,” without any obligation on the part of Parent to register the resale of such Parent Common Stock;

(ii)

Acknowledges that Parent Common Stock is being received for “investment purposes and not with a view toward further distribution”;

(iii)

Has a full and complete understanding of the phrase “for investment purposes and not with a view toward further distribution”;

(iv)

Agrees that the stock transfer records of Parent shall reflect that Company Shareholder has requested Parent not to effect any transfer of any stock certificate representing any of such Parent Common Stock being acquired unless an opinion of legal counsel to the effect that such Parent Common Stock may be sold in accordance with applicable securities laws, rules and regulations shall have been first obtained, and further understands that any such opinion must be from legal counsel satisfactory to Parent and, regardless of any opinion, also understand that the securities registration exemption covered by any such opinion must in fact be applicable to such Parent Common Stock;

(v)

Represents that any investment in Company was “risk capital,” and that Company Shareholder is fully capable of bearing the economic risks attendant to such investment, without qualification;

(vi)

Acknowledges that the Parent Common Stock acquired by Company Shareholder is subject to the terms and conditions of a Lock-Up/Leak-Out Agreement that Company Shareholder is executing and delivering to Company and Parent as a further condition to the execution and delivery of the Company Common Stock and the Company Shareholder’s receipt of the Parent Common Stock under the Merger Agreement; and

(vii)

Acknowledges that without approval of legal counsel for Parent, all of Parent Common Stock to be issued and delivered to Company Shareholder shall be represented by one certificate only, and that such certificate shall be imprinted with the following legend or a reasonable facsimile thereof on the front and reverse sides thereof:

The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold or otherwise transferred unless compliance with the registration provisions of such Securities Act has been made or unless availability of an exemption from such registration provisions has been

established, or unless sold pursuant to Rule 144 under the Securities Act.

These resale of these securities are subject to the terms and conditions of a Lock-Up/Leak-Out Agreement dated as of January 31, 2013, a copy of which is on file with the Company and its transfer agent.

Accredited Investor . Company Shareholder is an “accredited investor” as that term is defined in SEC Rule 501 of Regulation D of the SEC, by virtue of any of the following quoted provisions of such definition:

(d)

Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

(e)

Any natural person whose individual net worth, or joint net worth with the person’s spouse, at the time of this purchase exceeds $1,000,000;*

(f)

Any natural person who had an individual net income in excess of $200,000 in each of the two most recent fiscal years or joint income with the person’s spouse in excess of $300,000 in each of those two years and has a reasonable expectation of reaching the same income level in the current fiscal year.

* The term “net worth” means the excess of total assets over total liabilities. In computing net worth for the purpose of subsection (e), the value of the investor’s principal residence must be excluded from the calculation of total assets, and any mortgages and other indebtedness on such property can be excluded from the calculation of total liabilities (except to the extent the amount of such indebtedness exceeds the fair market value of the property, if the lender has recourse to the investor for deficiencies).

Minimum Holding Period of Parent Common Stock/Lock-Up Period . There is a minimum holding period of Parent Common Stock being received under the Merger of the greater of twelve (12) months from the Effective Date of the Merger or the holding period required by SEC Rule 144(i), which required a minimum holding period of at least twelve (12) months from the filing of the 8-K Current Report referenced in paragraph 1(v) above, but with respect to the Lock-Up/Leak-Out Agreement, the Lock-Up Period is a minimum of eighteen (18) months, and with a Leak-Out Period of three (3) years thereafter.

Ownership, Authorization and Execution . Company Shareholder owns Company Common Stock being exchanged for Parent Common Stock under the Merger, free and clear of any liens or encumbrances, and is duly authorized and has the full power to execute and deliver this instrument, without qualification, which such instrument shall be binding upon Company Shareholder upon due execution and delivery.

Lack of Claims Against Company . Company Shareholder represents and warrants that except for obligations of Company to Company Shareholder under written agreements with Company or as otherwise disclosed in Company Disclosure Schedule to the Merger Agreement ( “Exhibit 2.1” thereto), Company Shareholder has no claims of any kind against Company, known or unknown, and to the extent that any such other claims exist or are hereafter discovered, such claims are hereby compromised and settled.

IN WITNESS WHEREOF, the undersigned Company Shareholder has executed and delivered this instrument on the date indicated opposite such Company Shareholder’s name.

Date: March 29, 2013

/s/Mitchell D. Burton for ZOE, LLC ________

Company Shareholder Signature (title if any)

or Representative Capacity

____________________________________

Print Name

____________________________________

Street Address

____________________________________

City, State and Zip Code or Country

Date: March 29, 2013

/s/Kraig Higginson for Eclipse Fund, LLC_ ___

Company Shareholder Signature (title if any)

or Representative Capacity

____________________________________

Print Name

____________________________________

Street Address

____________________________________

City, State and Zip Code or Country

Date: March 29, 2013

/s/Ty Mattingly for Primary Colors, LLC_ _____

Company Shareholder Signature (title if any)

or Representative Capacity

____________________________________

Print Name

____________________________________

Street Address

____________________________________

City, State and Zip Code or Country

Date: March 29, 2013

/s/Mitchell D. Burton for Radiant Life, LLC ___

Company Shareholder Signature (title if any)

or Representative Capacity

____________________________________

Print Name

____________________________________

Street Address

____________________________________

City, State and Zip Code or Country

Date: March 29, 2013

/s/S. Blatter for Peoples Philanthropic, LLC ___

Company Shareholder Signature (title if any)

or Representative Capacity

____________________________________

Print Name

____________________________________

Street Address

____________________________________

City, State and Zip Code or Country

Date: March 29, 2013

/s/Summit Trustees PPLC for Smartrade

Consulting, Inc. __

Company Shareholder Signature (title if any)

or Representative Capacity

____________________________________

Print Name

____________________________________

Street Address

____________________________________

City, State and Zip Code or Country

Date: March 29, 2013

/s/Kelly Trimble for Noel Investments, Ltd. ___

Company Shareholder Signature (title if any)

or Representative Capacity

____________________________________

Print Name

____________________________________

Street Address

____________________________________

City, State and Zip Code or Country

Date: March 29, 2013

/s/Summit Trustees PPLC for Dynamo

Holdings Business, Inc. _

Company Shareholder Signature (title if any)

or Representative Capacity

____________________________________

Print Name

____________________________________

Street Address

____________________________________

City, State and Zip Code or Country

Date: March 29, 2013

/s/Mark Sansom for Bombay Investments ____

Company Shareholder Signature (title if any)

or Representative Capacity

____________________________________

Print Name

____________________________________

Street Address

____________________________________

City, State and Zip Code or Country

Date: March 29, 2013

/s/Ty Mattingly for North Shore Foundation,

LLP

Company Shareholder Signature (title if any)

or Representative Capacity

____________________________________

Print Name

____________________________________

Street Address

____________________________________

City, State and Zip Code or Country

LOCK-UP/LEAK-OUT AGREEMENT

THIS LOCK-UP/LEAK-OUT AGREEMENT (the “Agreement”) is between ANEW LIFE, INC., a Utah corporation (the “Company”), and the undersigned person or entity listed on the Counterpart Signature Page hereof, sometimes referred to herein as the “Shareholder.” For all purposes of this Agreement, “Shareholder” includes any “affiliate, controlling person of Shareholder, agent, representative or other person with whom Shareholder is acting in concert.

WHEREAS, it is intended that the shares of common stock of the Company covered by this Agreement shall only include the common stock currently owned by the Shareholder and represented by the stock certificate (or any successor stock certificate issued on the transfer of such stock certificate) described on the Counterpart Signature Page hereof (the “Common Stock”); and

WHEREAS, the execution and delivery of this Agreement was a condition of the issuance to the Shareholder of the Common Stock covered hereby; and

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Except as otherwise expressly provided herein, and except as the Shareholder may be otherwise restricted from selling shares of Common Stock under applicable federal or state securities laws, rules and regulations and Securities and Exchange Commission (the “SEC”) interpretations thereof, the Shareholder may only sell the Common Stock subject to the following conditions, commencing on the later of eighteen (18) months from (i) the date the Company completes an IPO of a registered public offering under the Securities Act of 1933, as amended (the “Securities Act”), and its common stock is listed thereafter for quotations on the OTC Bulletin Board of the Financial Industry Regulatory Authority (“FINRA”) or any other nationally recognized medium of no less significance than the OTC Bulletin Board; or (ii) if the Company becomes publicly-held pursuant to a “reverse” merger or acquisition with a publicly-held company that is a “reporting issuer” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the date of the filing by the reorganized publicly-held company of an 8-K12G Current Report with the SEC under Item 5.01(8) of Form 8-K that contains the “Form 10 Information” as required therein and in SEC Rule 144(i) (the “Lock-Up Period”). Following the Lock-Up Period, the Shareholder may sell the Common Stock as follows (the “Leak-Out Period”):

1.1

The Shareholder shall be allowed to sell an amount of the Shareholder’s Common Stock equal to 0.0025% (1/4%) of the outstanding securities of the Company (to be defined for all purposes hereof as the amount indicated in the Company’s most recent filing with the SEC) during each of the next four (4)

successive quarterly periods following the Lock-Up Period; 0.005% (1/2%) of the outstanding securities of the Company during the next four (4) successive quarterly periods; and 0.01% (1%) of the outstanding securities of the Company during the next four (4) successive quarterly periods, all on a non-cumulative basis, meaning that if no Common Stock was sold during any quarterly period while Common Stock was qualified to be sold, such shares of Common Stock cannot be sold in the next successive quarter (the “Leak-Out Period”). Notwithstanding the foregoing, any Shareholder subject to this Agreement that owns less than 100,000 shares of Common Stock that are covered hereby, shall be allowed to sell one-fourth (1/4) of such Shareholder’s Common Stock in each successive quarterly period following the Lock-Up Period, on a non-cumulative basis, as defined herein.

1.2

Except as otherwise provided herein, all Common Stock shall be sold by the Shareholder in “broker’s transactions” and in compliance with the “manner of sale” requirements as those terms are defined in Rule 144 of the SEC during the Leak-Out Period.

1.3

An appropriate legend describing this Agreement shall be imprinted on each stock certificate representing Common Stock covered hereby, and the transfer records of the Company’s transfer agent shall reflect such restrictions.

The delivery of a duly executed copy of the Broker/Dealer Agreement by the Shareholder’s broker and a duly executed Seller’s Resale Agreement by the Shareholder in the forms to be approved by legal counsel for the Company shall be satisfactory evidence for all purposes of this Agreement that the Shareholder and the broker will comply with the “brokers’ transactions” and “manner of sale” requirements of this Agreement, and no further evidence thereof will be required of the Shareholder; provided, however, the Company may confirm such compliance with any Shareholder and the Shareholder’s broker, to the extent that it deems reasonably required or necessary to assure compliance with this Agreement; and provided, however, that the Shareholder can otherwise provide satisfactory evidence to the Company of such compliance, subject to the Company’s acceptance of any such alternative compliance evidence.

Notwithstanding anything to the contrary set forth herein, the Company may, in its sole discretion and in good faith, at any time and from time to time, waive any of the conditions or restrictions contained herein to increase the liquidity of the Common Stock or if such waiver would otherwise be in the best interests of the development of the trading market for the Common Stock. Unless otherwise agreed, all such waivers shall be pro rata, as to all founding Shareholders of the Company who have executed a Lock-Up/Leak-Out Agreement as a condition to the receipt of the Common Stock. Notwithstanding, the Company may allow any Shareholder the right to sell or

transfer Common Stock in a private transaction, subject to receipt of an opinion of legal counsel for the Company, and subject to any transferee’s execution and delivery of a copy of this Agreement.

In the event of: (a) a completed tender offer to purchase all or substantially all of the Company’s issued and outstanding securities; or (b) a merger, consolidation or other reorganization of the Company with or into an unaffiliated entity, then this Agreement shall terminate as of the closing of such event, and the Common Stock restrictions on the resale of the Common Stock pursuant hereto shall terminate, excluding, however, any merger, consolidation or reorganization by which the Company becomes a publicly-held company by reason of a “reverse” merger as mentioned above, which such event or such transaction shall have no effect on the enforceability of this Agreement.

Except as otherwise provided in this Agreement or any other agreements between the parties, the Shareholder shall be entitled to their respective beneficial rights of ownership of the Common Stock, including the right to vote the Common Stock for any and all purposes.

The number of shares of Common Stock included in any allotment that can be sold by the Shareholder hereunder shall be appropriately adjusted should the Company make a dividend or distribution, undergo a forward split or a reverse split or otherwise reclassify its shares of Common Stock.

This Agreement may be executed in any number of counterparts with the same force and effect as if all parties had executed the same document.

All notices, instructions or other communications required or permitted to be given pursuant to this Agreement shall be given in writing and delivered by certified mail, return receipt requested, overnight delivery or hand-delivered to all parties to this Agreement, to the Company, at 4626 North 300 West, Suite 365, Provo, Utah 84604, and to the Shareholder, at the address in the Counterpart Signature Page. All notices shall be deemed to be given on the same day if delivered by hand or on the following business day if sent by overnight delivery or the second business day following the date of mailing.

The resale restrictions on the Common Stock set forth in this Agreement shall be in addition to all other restrictions on transfer imposed by applicable United States and state securities laws, rules and regulations.

10.

The Company or the Shareholder who fails to fully adhere to the terms and conditions of this Agreement shall be liable to every other party for any damages suffered by any party by reason of any such breach of the terms and conditions hereof. The Shareholder agrees that in the event of a breach of any of the terms and conditions of this Agreement by the Shareholder, that in addition to all other remedies that may be available in law or in equity to the non-defaulting parties, a preliminary and

permanent injunction, without bond or surety, and an order of a court requiring such Shareholder to cease and desist from violating the terms and conditions of this Agreement and specifically requiring the Shareholder to perform his/her/its obligations hereunder is fair and reasonable by reason of the inability of the parties to this Agreement to presently determine the type, extent or amount of damages that the Company or any non-defaulting Shareholder may suffer as a result of any breach or continuation thereof.

11.

This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof, and may not be amended except by a written instrument executed by the parties hereto and approved by a majority of the members of the Board of Directors of the Company.

12.

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah applicable to contracts entered into and to be performed wholly within said State; and the Company and the Shareholder agree that any action based upon this Agreement may be brought in the United States federal and state courts situated in Utah only, and that shall each submit to the jurisdiction of such courts for all purposes hereunder.

13.

In the event of default hereunder, the non-defaulting parties shall be entitled to recover reasonable attorney’s fees incurred in the enforcement of this Agreement.

14.

This Agreement shall be binding upon any successors or assigns of the Common Stock, without qualification, and in the event of any exchange of the Common Stock under a merger or reorganization or other transaction of the Company by which the Common Stock is subject to exchange for other securities in any manner, this Agreement shall remain if full force and effect and shall apply to any securities received or receivable in exchange for such Common Stock, without qualification.

IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement as of the day and year first above written.

ANEW LIFE, INC.

Date: March 29, 2013

By /s/Randy Pearson

Randy Pearson, President

LOCK-UP/LEAK-OUT AGREEMENT

COUNTERPART SIGNATURE PAGE

This Counterpart Signature Page for that certain Lock-Up/Leak-Out Agreement (the “Agreement”) effective as of the latest signature date hereof, among ANEW LIFE, INC., a Utah corporation (the “Company”); and the undersigned, by which the undersigned, through execution and delivery of this Counterpart Signature Page, intends to be legally bound by the terms of the Agreement, as a Shareholder, of the number of shares of the Company set forth below and represented by the stock certificate described below.

ZOE, LLC_____________________________________

(Name)

______________________________________________

(Street Address)

______________________________________________

(City and State)

______________________________________________

(Stock Certificate No. and Number of Shares)

March 29, 2013 _________________________________

(Date)

/s/Mitchell D. Burton _____________________________

(Signature)

(Representative Capacity, if Applicable)

LOCK-UP/LEAK-OUT AGREEMENT

COUNTERPART SIGNATURE PAGE

Eclipse Fund, LLC ________________________________

(Name)

______________________________________________

(Street Address)

______________________________________________

(City and State)

______________________________________________

(Stock Certificate No. and Number of Shares)

March 29, 2013 __________________________________

(Date)

/s/Kraig Higginson _______________________________

(Signature)

(Representative Capacity, if Applicable)

LOCK-UP/LEAK-OUT AGREEMENT

COUNTERPART SIGNATURE PAGE

Primary Colors, LLC _____________________________

(Name)

______________________________________________

(Street Address)

______________________________________________

(City and State)

______________________________________________

(Stock Certificate No. and Number of Shares)

March 29, 2013 __________________________________

(Date)

/s/Ty Mattingly __________________________________

(Signature)

(Representative Capacity, if Applicable)

LOCK-UP/LEAK-OUT AGREEMENT

COUNTERPART SIGNATURE PAGE

Radiant Life, LLC _______________________________

(Name)

______________________________________________

(Street Address)

______________________________________________

(City and State)

______________________________________________

(Stock Certificate No. and Number of Shares)

March 29, 2013 _________________________________

(Date)

/s/Mitchell D. Burton _____________________________

(Signature)

(Representative Capacity, if Applicable)

LOCK-UP/LEAK-OUT AGREEMENT

COUNTERPART SIGNATURE PAGE

Peoples Philanthropic, LLC._______________________

(Name)

______________________________________________

(Street Address)

______________________________________________

(City and State)

______________________________________________

(Stock Certificate No. and Number of Shares)

March 29, 2013 _________________________________

(Date)

/s/S. Blatter _____________________________________

(Signature)

(Representative Capacity, if Applicable)

LOCK-UP/LEAK-OUT AGREEMENT

COUNTERPART SIGNATURE PAGE

Smartrade Consulting, Inc.________________________

(Name)

______________________________________________

(Street Address)

______________________________________________

(City and State)

______________________________________________

(Stock Certificate No. and Number of Shares)

March 29, 2013 __________________________________

(Date)

/s/Summit Trustees PLLC for Lam Ping ______________

(Signature)

(Representative Capacity, if Applicable)

LOCK-UP/LEAK-OUT AGREEMENT

COUNTERPART SIGNATURE PAGE

Noel Investments, Ltd.___________________________

(Name)

______________________________________________

(Street Address)

______________________________________________

(City and State)

______________________________________________

(Stock Certificate No. and Number of Shares)

March 29, 2013 _________________________________

(Date)

/s/Kelly Trimble _________________________________

(Signature)

(Representative Capacity, if Applicable)

LOCK-UP/LEAK-OUT AGREEMENT

COUNTERPART SIGNATURE PAGE

Dynamo Holdings Business, Inc.___________________

(Name)

______________________________________________

(Street Address)

______________________________________________

(City and State)

______________________________________________

(Stock Certificate No. and Number of Shares)

March 29, 2013 _________________________________

(Date)

/s/Summit Trustees PLLC _________________________

(Signature)

(Representative Capacity, if Applicable)

LOCK-UP/LEAK-OUT AGREEMENT

COUNTERPART SIGNATURE PAGE

Bombay Investments ____________________________

(Name)

______________________________________________

(Street Address)

______________________________________________

(City and State)

______________________________________________

(Stock Certificate No. and Number of Shares)

March 29, 2013 _________________________________

(Date)

/s/Mark Sansom _________________________________

(Signature)

(Representative Capacity, if Applicable)

LOCK-UP/LEAK-OUT AGREEMENT

COUNTERPART SIGNATURE PAGE

North Shore Foundation, LLP ______________________

(Name)

______________________________________________

(Street Address)

______________________________________________

(City and State)

______________________________________________

(Stock Certificate No. and Number of Shares)

March 29, 2013 _________________________________

(Date)

/s/Ty Mattingly _________________________________

(Signature)

(Representative Capacity, if Applicable)

11 March 2013

PCH Financial S.à r.l.

as Seller

and

ANEW LIFE, INC.

as Buyer

in the presence of

TW Life V S.à r.l.,

TW Life VI S.à r.l.,

TW Life VII S.à r.l., and

TW Life VIII S.à r.l.

as the Companies

NIBs Transfer Agreement

THIS TRANSFER AGREEMENT (the “ Agreement ”) is made on the 11 ^th day of March, 2013:

BETWEEN

(1)

PCH Financial S.à r.l. , a société à responsabilité limitée incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 168291, having its registered office at 6, rue Guillaume Schneider, L-2522 Luxembourg (the “ Seller ”);

and

(2)

ANEW LIFE, INC. , a corporation incorporated under the laws of the State of Utah, USA, having its registered office at 4626 North 300 West, Suite 365, Provo, Utah 84604, USA (the “ Buyer ”);

IN THE PRESENCE OF

(3)

TW Life V S.à r.l. , TW Life VI S.à r.l. , TW Life VII S.à r.l. , and TW Life VIII S.à r.l. , each a société à responsabilité limitée incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register, having its registered office at 6, rue Guillaume Schneider, L-2522 Luxembourg (each individually, the “ Company ,” and together, the “ Companies ”).

each a “ Party ” and together the “ Parties ” to this Agreement.

WHEREAS

(A)

The Seller acquired an aggregate of 6,599,000 participating debt certificates with a nominal value of one US dollar (US $1.00) issued by the Companies (the “ PDCs ”), representing a total issue of PDCs having an aggregate par value of US $6,599,000.00 as set forth in Exhibit A ; and

(B)

In accordance with the terms hereof, the Buyer is willing to buy, and the Seller is willing to sell, the PDCs, effective as of the date of this Agreement (the “ Effective Date ”).

THE PARTIES HEREBY AGREE AS FOLLOWS :

Construction

1.1

In this Agreement, any reference to any agreement (howsoever named) is to such agreement as it may be amended, supplemented or extended from time to time, whether before or after the date hereof.

1.2

Clause headings are for ease of reference only.

1.3

The participating debt certificates issued by the Companies (defined above as “PDCs”) represent the net insurance benefits (the “ NIBs ”) from a portfolio of life settlement policies indirectly owned by the Companies (the “ Portfolio ”) as set forth in Exhibit B .

1.4

For purposes of this Agreement and any future communications between the Parties, the term “PDCs” and “NIBs” shall be considered interchangeable and all Parties hereby acknowledge and agree to their interchangeability.

Transfer

The Seller agrees to sell and transfer to the Buyer, who accepts, all of the 6,599,000 NIBs issued by the Companies (as set forth in Exhibit B ) and acquired by the Seller, such transfer to be effective as of the Effective Date. By countersigning this Agreement, each Company expressly consents to the transfer of the NIBs issued by it from the Seller to the Buyer.

Consideration & Payment

3.1

The total consideration for the transfer of the NIBs (the “ Consideration ”) shall be US $5,999,000.00 payable partially in cash and partially with a promissory note from Buyer.

3.2

Upon the receipt by the Buyer of a copy of the amended and executed register and confirmation from the managers of each Company that the Buyer has been registered as the holder of the NIBs in the register of NIBs of the respective Company pursuant to paragraph 4.1 below:

(a)

Buyer shall send US $3,000,000.00 in cash by wire transfer for the benefit of Seller’s account pursuant to the wire instructions set forth in Exhibit C ; and

(b)

Buyer shall execute and deliver to Seller (A) a secured promissory note in the amount of US $2,999,000.00 in the form of Exhibit D (the “ Promissory Note ”) and (B) a pledge agreement in the form of Exhibit E (the “ Pledge Agreement ”), in which the Buyer pledges to the Seller 50% of the NIBs as collateral (the “ Collateral ”) to secure the Buyer’s obligations under the Promissory Note.

Reconveyance

4.1

Notwithstanding any contrary provision in the Promissory Note or Pledge Agreement, if the Buyer does not pay off in full all amounts owed (including principal and interest) under the Promissory Note by December 31, 2013 (the “ Maturity Date ”), the Borrower shall irrevocably transfer, convey and assign back to Seller on the Maturity Date a proportionate share (as defined below) of the right, title, interest, claim, benefits, privileges and ownership of the Collateral as defined in Schedule A of the Pledge Agreement and set forth in Exhibit F and any and all collections thereon and proceeds thereof free and clear of all charges, claims, liens, pledges, security interests and encumbrances of all kinds (the “ Reconveyance ”).

4.2

For the purposes of this Agreement, “Proportionate Share” is defined as the fraction calculated by dividing the unpaid, outstanding principal owed under the Promissory Note by the initial principal owed under the Promissory Note. By way of example, if the Buyer has paid off US $2,000,000.00 of the initial principal of $2,999,000.00 during the term of the Promissory Note, leaving an outstanding principal balance of US $999,000.00 on the Maturity Date, then the Proportionate Share shall be 0.333111. Hence, the portion of the Collateral to be reconveyed (the “ Reconveyed Collateral ”) would be 0.333111 of the Collateral as set forth in Exhibit F . Specifically, the Reconveyed Collateral under the above scenario would be equal to

the product of (i) 0.333111 and (ii) 50% of all NIBs issued by the Companies set forth in Exhibit F .

4.3

Any such Reconveyance by the Buyer shall constitute full payment of the principal of the Promissory Note, without qualification, and notwithstanding the Promissory Note or the Pledge Agreement, the Buyer shall have no further liability under the Promissory Note to the Seller or any other person, excluding upaid and accrued interest, if any.

4.4

In event of a Reconveyance, Buyer shall have the option, in its sole discretion, to purchase the Reconveyed Collateral back from Seller for a period lasting up to April 11, 2014 (the “ Expiration Date ”) for a purchase price equal to the outstanding balance of the Promissory Note (both principal and accrued interest) as of the Maturity Date. The Buyer agrees that after the Expiration Date, the Reconveyed Collateral can be subsequently sold, assigned or otherwise transferred by Seller or its designee to an entity or person unknown to the Buyer, without Buyer’s consent or knowledge. The Seller’s rights hereunder may be assigned otherwise or transferred to such party or parties before, at or after the conveyance of the Reconveyed Collateral by the Buyer back to the Seller or its designee pursuant to this Agreement, so long as any such disposition is subject to the Buyer’s option to the Reconveyed Collateral as stated herein. In the event that the Buyer wishes to exercise such option, the Buyer shall notify the Seller in writing within 5 business days of the Maturity Date and shall simultaneously send US $1,000.00 in cash by wire transfer for the benefit of Seller’s account pursuant to the wire instructions set forth in Exhibit C or pursuant to such other wire instructions previously designated by Seller to the Buyer.

Net Death Benefits

In the event any maturity in the Portfolio occurs that results in net death benefits distributed to Buyer (the “Net Death Benefits”), Buyer agrees to use the full amount (100%) of the Net Death Benefits to pay down (or payoff) any outstanding balance (both principal and accrued interest) owed by the Buyer pursuant to the Promissory Note. Under no circumstance shall the aggregate amount of payments made by Buyer exceed the amount owed (both principal and accrued interest) pursuant to the Promissory Note.

Registration

6.1

As soon as practically possible on the Effective Date, each Company shall register the Buyer as holder of the NIBs issued by it in the register of NIBs of the respective Company. The Parties expressly grant power to each manager of each Company, acting individually and with full power of substitution, to amend and execute the above register for and on behalf of the respective Company and the Buyer and to do all such acts and things as may be ancillary thereto and/or necessary and/or useful and/or desirable in the sole opinion of such manager in connection with or for the purpose of giving full effect to this Agreement.

6.2

Upon amendment and execution of the above register, the managers of each Company shall cause to be delivered to Buyer via email (to be followed by a hard copy via courier) a copy of such amended and executed register and confirm to Buyer via email (to be followed by a hard copy via courier) that the Buyer has been registered as the holder of the NIBs in the register of NIBs of the respective Company and is entitled to all rights and privileges of such ownership, including the right to transfer or convey such NIBs without further consent of any person, except

only as may be limited by this Agreement, the Promissory Note, the Pledge Agreement or the Underlying Documents (as defined below).

Representations and Warranties

7.1

The Seller represents and warrants to the Buyer as of the Effective Date as follows:

(a)

The Seller is a validly organised and existing company under the laws of Luxembourg, and it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder;

(b)

The execution and the performance of this Agreement by the Seller have been duly authorized by its managers and/or any and all other necessary management body(ies) of the Seller and no further corporate action on the part of the Seller is necessary to authorize this Agreement and/or its performance;

(c)

This Agreement has been duly executed by the Seller, and this Agreement constitutes the valid and binding agreement of the Seller, enforceable against it in accordance with the terms hereof;

(d)

Each Company is a private limited liability company ( société à responsabilité limitée ) duly incorporated and validly existing under the laws of Luxembourg;

(e)

To the best of the Seller’s knowledge, the “centre of main interests” (as that term is used in the Council Regulation (EC) N° 1346/2000 of 29 May 2000 on insolvency proceedings, the “ Insolvency Regulation ”) of each Company is in Luxembourg, and each Company has no “establishment” (as that term is used in the Insolvency Regulation) outside Luxembourg;

(f)

In respect of this Agreement and the transactions contemplated by, referred to in or provided for by this Agreement, (i) it entered into this Agreement in good faith and for the purpose of carrying out its business, (ii) it entered into this Agreement on arms’ length commercial term, and (iii) it entered into this Agreement without any intention to defraud or deprive of any legal benefit any other parties (such as third parties and in particular creditors) or to circumvent any applicable mandatory laws or regulations of any jurisdiction;

(g)

To the best of the Seller’s knowledge, no action, petition, resolution or similar order for bankruptcy ( faillite ), voluntary or judicial winding-up ( liquidation volontaire ou judiciaire ), controlled management ( gestion contrôlée ), suspension of payment ( sursis de paiement ), voluntary arrangement with creditors ( concordat préventif de faillite ) or similar proceedings affecting the rights of creditors generally has been taken, lodged, passed or presented with regard to the Company and the Seller;

(h)

The Seller and each Company do not meet or threatens to meet the criteria for the opening of any proceedings referred to under the above paragraph;

(i)

The Seller is the sole beneficial and legal owner of the NIBs;

(j)

As of the Effective Date, the NIBs are validly issued and fully paid up and represent in aggregate one hundred percent (100%) of the NIBs issued by the Companies; and the Seller is not aware of any document related to the NIBs

and the Collateral (the “Underlying Documents”) that would preclude the Seller from consummating the transactions contemplated hereunder;

(k)

As of the Effective Date, the Seller shall own the NIBs free and clear of any lien, security interest, claim, option, pledge, charge, assignment, transfer and other encumbrances of any kind other than preferential rights arising by operation of law;

(l)

As of the Effective Date, each policy in the Portfolio is valid, in-force and in good-standing and has not lapsed nor is in any grace period.

(m)

As of the Effective Date, the amounts to be advanced under those certain loan agreements entered into by the Companies with ------------------ are set forth in Schedule I, which are a part of the Underlying Documents (the “ Loan Amounts ”), which amounts are subject to the satisfaction of all conditions precedent set forth under such loan agreements, all of which are valid, duly authorized and executed.

(n)

As of the Effective Date, to the best of Seller’s knowledge, the available amounts on deposit at accounts controlled by, or in the name of, the Companies are set forth in Schedule II .

(o)

As of the Effective Date, to the best of Seller’s knowledge, the Loan Amounts under paragraph m above and the expenses as set forth in Schedule III include all material expenses associated with the administration of the structure underlying the NIBs.

(p)

There is no floating charge ( gage sur fonds de commerce ) or similar security in existence on the business of each Company nor any mandate with a view to the creation thereof; and

(q)

This Agreement does not violate any contractual or other obligation binding upon it and each Company.

7.2

The Buyer hereby represents and warrants to the Seller as follows:

(a)

The Buyer is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation, and it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder;

(b)

The execution and the performance of this Agreement by the Buyer have been duly authorized by its managers and/or any and all other necessary management body(ies) of the Buyer and no further corporate action on the part of the Buyer is necessary to authorize this Agreement and/or its performance;

(c)

This Agreement has been duly executed by the Buyer and this Agreement constitutes the valid and binding agreement of the Buyer, enforceable against it in accordance with the terms hereof;

(d)

Agreement without any intention to defraud or deprive of any legal benefit any other parties (such as third parties and in particular creditors) or to circumvent any applicable mandatory laws or regulations of any jurisdiction.

(e)

No action, petition, resolution or similar order for bankruptcy ( faillite ), voluntary or judicial winding-up ( liquidation volontaire ou judiciaire ), controlled management ( gestion contrôlée ), suspension of payment ( sursis de paiement ), voluntary arrangement with creditors ( concordat préventif de faillite ) or similar proceedings affecting the rights of creditors generally has been taken, lodged, passed or presented with regard to the Buyer; and

(f)

This Agreement does not violate any contractual or other obligation binding upon it.

Right to Set-off

If Buyer obtains a final, non-appealable judgment from a court of competent jurisdiction against Seller for any violation of the representations and warranties in Section 7.1 (“ Seller’s Violation ”), the Buyer shall have right to set-off any amounts Seller is obligated to pay Buyer pursuant to such final, non-appealable judgment against amounts due to Seller under this Agreement, including but not limited to what is owed under the Promis sory Note (“ Set-Off ”). Such election to set-off costs associated with curing Seller’s Violation shall not be construed as a waiver of any other rights Seller may have with respect to Seller’s Violation, including but not limited to a claim for damages. Notwithstanding this paragraph, Seller hereby reserves the right to exercise all available remedies with respect to Seller’s Violation.

Expenses

The Buyer hereby acknowledges that upon the consummation of the transactions contemplated by this Agreement, the Buyer shall assume the obligations to pay the expenses set forth in Schedule III.

10.

Costs

Each Party shall bear its own costs, fees and expenses incurred in the negotiation, execution and performance of this Agreement and any matter contemplated by it.

11.

Further Assurances

The Parties each agree to execute and deliver such additional instruments and other documents, and to take all such further actions, as may be reasonably necessary or appropriate to effectuate, carry out and comply with all of the terms of this Agreement and the transactions contemplated hereby.

12.

Relationship of Parties

Nothing contained herein is intended, nor shall be construed, to create a partnership, joint venture or other similar association between or among any of the Parties hereto for any purpose.

13.

Waiver

The failure or delay of any Party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed as a waiver of any such provision, nor in any way to affect the validity or this Agreement or any part hereof or the right of such Party thereafter to enforce each and every such provision. No waiver of any breach of or non-compliance with this Agreement shall be held to be a waiver of any other or subsequent breach or non-compliance. All remedies, either under this Agreement or by law or otherwise afforded, will be cumulative and not alternative.

14.

Entire Agreement

This agreement constitutes the entire and sole agreement between the Parties thereto on the provisions covered by it. This agreement may only be amended or modified by a written document signed by the Seller and the Buyer.

15.

Amendments

No modification, amendment or waiver of, or with respect to, any provision of this Agreement, and all other agreements, instruments and documents delivered pursuant to this Agreement, shall be effective unless it shall be in writing and signed by each of the Parties.

16.

Severability

The unenforceability or nullity of any provision of this agreement shall not affect the validity or enforceability of any other provisions hereof.

17.

Governing Law, Jurisdiction and Waiver of Jury Trial

THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, OR ANY LEGAL PROCESS WITH RESPECT TO ITSELF OR ANY OF ITS PROPERTY, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT OR ANY DOCUMENT RELATED HERETO. EACH OF THE PARTIES HERETO WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW. ALL PARTIES HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH OR THEREWITH. ALL PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED FULL AND SIGNIFICANT CONSIDERATION FOR THIS PROVISION

AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS AGREEMENT.

Notwithstanding anything contained herein to the contrary, it is the Parties’ intent that this Agreement and the Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York, but the Pledge Agreement shall be governed by, and construed in accordance with, the laws of Luxembourg.

18.

Headings

The headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof.

19.

Counterparts

This Agreement may be executed by the parties in separate counterparts, each of which when so executed shall be deemed to be an original and both of which when taken together shall constitute one and the same agreement.

(Signature Page follows)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in counterparts as of the date first above written.

THE SELLER

PCH Financial S.à r.l.

/s/Martin Kramer

By: Martin Kramer

Title: Manager

/s/Benoit Bauduin

By: Benoit Bauduin

Title: Manager

THE BUYER

ANEW LIFE, INC.

/s/Randall F. Pearson

By: Randall F. Pearson

Title: President

In accordance with article 1690 of the Luxembourg Civil Code and the terms and conditions of the NIBs, the above-mentioned transfer of the NIBs is approved by each Company and any notification requirements with respect thereto are hereby waived.

THE COMPANIES

TW Life V S.à r.l.

/s/Patrick Moinet

By: Patrick Moinet

Title: Manager

/s/Olivier Liegeois

By: Olivier Liegeois

Title:

TW Life VI S.à r.l.

/s/Patrick Moinet

By: Patrick Moinet

Title: Manager

/s/Olivier Liegeois

By: Olivier Liegeois

Title: Manager

TW Life VII S.à r.l.

/s/Patrick Moinet

By: Patrick Moinet

Title: Manager

/s/Olivier Liegeois

By: Olivier Liegeois

Title: Manager

TW Life VIII S.à r.l.

/s/Patrick Moinet

By: Patrick Moinet

Title: Manager

/s/Olivier Liegeois

By: Olivier Liegeois

Title: Manager

Exhibit A

Schedule of NIBs

Page

Exhibit B

Life Insurance Policies


Lux Sarl	Policy ID	Carrier	Death Benefit (in US $)	% of DB	MPIC Covered Death Benefit (in US $)
TW Life V Sarl	PEIR62L	AG	5,000,000	70.0%	3,500,000
TW Life V Sarl	ROPE439	AXA	1,000,000	70.0%	700,000
TW Life V Sarl	JADA763	Lincoln	8,000,000	75.0%	6,000,000
TW Life V Sarl	DAGE449	JP	3,000,000	75.0%	2,250,000
TW Life V Sarl	BACH540	NYL	10,000,000	70.0%	7,000,000
TW Life V Sarl	BAZA874	JP	5,000,000	30.0%	1,500,000
TW Life V Sarl	KUHE723	Hancock	8,000,000	30.0%	2,400,000
TW Life V Sarl	GOGE837	Lincoln	2,500,000	30.0%	750,000
TW Life V Sarl	LERO85L	AG	10,000,000	30.0%	3,000,000
TW Life V Sarl	SEMU285	Lincoln	4,000,000	100.0%	4,000,000
TW Life VI Sarl	QUWI263	Hancock	5,000,000	100.0%	5,000,000
TW Life VI Sarl	PEIR62L	AG	5,000,000	30.0%	1,500,000
TW Life VI Sarl	ROPE439	AXA	1,000,000	30.0%	300,000
TW Life VI Sarl	JADA763	Lincoln	8,000,000	25.0%	2,000,000
TW Life VI Sarl	DAGE449	JP	3,000,000	25.0%	750,000
TW Life VI Sarl	BACH540	NYL	10,000,000	30.0%	3,000,000
TW Life VI Sarl	BAZA874	JP	5,000,000	70.0%	3,500,000
TW Life VI Sarl	KUHE723	Hancock	8,000,000	70.0%	5,600,000
TW Life VI Sarl	GOGE837	Lincoln	2,500,000	70.0%	1,750,000
TW Life VI Sarl	LERO85L	AG	10,000,000	70.0%	7,000,000
TW Life VII Sarl	SHGE699	Lincoln	5,000,000	100.0%	5,000,000
TW Life VII Sarl	GOLA341	Lincoln	10,000,000	35.0%	3,500,000
TW Life VII Sarl	WAME68J	ReliaStar NY	10,000,000	35.0%	3,500,000
TW Life VII Sarl	FOII118	AXA	10,000,000	35.0%	3,500,000
TW Life VII Sarl	NORI882	Protective	3,000,000	35.0%	1,050,000
TW Life VII Sarl	MOJO321	LBL	1,000,000	35.0%	350,000
TW Life VII Sarl	RERA847	Trans	1,600,000	35.0%	560,000
TW Life VII Sarl	DUBR444	NYL	10,938,933	35.0%	3,828,627
TW Life VII Sarl	STMA258	AXA	10,000,000	35.0%	3,500,000
TW Life VII Sarl	GIGE327	AXA	3,000,000	35.0%	1,050,000
TW Life VIII Sarl	GOLA341	Lincoln	10,000,000	65.0%	6,500,000
TW Life VIII Sarl	WAME68J	ReliaStar NY	10,000,000	65.0%	6,500,000
TW Life VIII Sarl	FOII118	AXA	10,000,000	65.0%	6,500,000
TW Life VIII Sarl	NORI882	Protective	3,000,000	65.0%	1,950,000
TW Life VIII Sarl	MOJO321	LBL	1,000,000	65.0%	650,000
TW Life VIII Sarl	RERA847	Trans	1,600,000	65.0%	1,040,000
TW Life VIII Sarl	DUBR444	NYL	10,938,933	65.0%	7,110,306
TW Life VIII Sarl	STMA258	AXA	10,000,000	65.0%	6,500,000
TW Life VIII Sarl	GIGE327	AXA	3,000,000	65.0%	1,950,000
TW Life VIII Sarl	SAEA757	LBL	3,000,000	100.0%	3,000,000
Total					129,038,933

Page

Exhibit C

Wire Transfer Instructions

Bank:

First Republic Bank

Bank Address:

1230 Avenue of the Americas

New York, NY 10020

SWIFT:

FRBBUS6S

ABA:

321081669

Credit Account No.:

80001307603

Account Name:

East Group Holdings LLC

Page

Exhibit D

Form of Promissory Note

SECURED PROMISSORY NOTE

$2,999,000.00

March 11, 2013

Pursuant to that certain NIBs Transfer Agreement of the same date herewith (the “ Transfer Agreement ”), which definitions, terms and conditions contained therein are hereby incorporated by reference, the undersigned, ANEW LIFE, INC., a corporation incorporated under the laws of the State of Utah, USA, having its registered office at 4626 North 300 West, Suite 365, Provo, Utah 84604, USA (“ Debtor ”), hereby promises to pay to the order of PCH Financial S.à r. l., a société à responsabilité limitée incorporated and existing under the laws of the Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies Register under number B 168291, having its registered office at 6, rue Guillaume Schneider, L-2522 Luxembourg (“ Creditor ”), the principal sum of Two Million Nine Hundred Ninety-Nine Thousand and no/100 Dollars ($2,999,000.00) , together with interest thereon as hereinafter provided (the “ Debt Obligation ”).

RATES OF INTEREST

The principal balance of the Debt Obligation will bear interest, compounded annually at the rate of 4.0% per annum .

MATURITY DATE

Notwithstanding anything set forth above, all sums due under this Note, both principal and interest, if not sooner paid, shall be due and payable no later than 6am Luxembourg time on December 31, 2013 (the “ Maturity Date ”).

APPLICATION OF PAYMENTS

Payments received by Creditor pursuant to the terms hereof shall be applied first to accrued interest and then to principal; provided that during any Event of Default (as defined in Section 7 below), Creditor may apply any payments received to the obligations owing to Creditor in such order and manner as Creditor in its sole discretion shall determine.

PREPAYMENT

Except as provided herein, the principal amount of the Debt Obligation may be prepaid in whole or in part at any time without premium or penalty.

SECURITY

This Note is secured by a Pledge Agreement of even date herewith (the “ Pledge Agreement ”), made by Debtor for the benefit of Creditor on 50% of certain assets acquired by Debtor pursuant to the NIBs Transfer Agreement. The terms of the Pledge Agreement are incorporated herein and made a part hereof by reference as if fully set forth herein.

DEFAULT

The occurrence of any one or more of the following events shall constitute an “ Event of Default ” as such term is used herein:

A default in the payment of any amount due under this Note on the due date therefor;

Page

Failure of Debtor to comply with or to perform when due any other term, obligation, covenant or condition contained in this Note or in any of the other agreements, instruments and documents entered into in connection with the Debt Obligation (together with this Note, as the same may from time to time hereafter be amended or supplemented, the “ Debt Obligation Documents ”);

Any representation, warranty or statement made by Debtor or any other obligor, guarantor, surety or third-party pledgor with respect to the Debt Obligation (each, an “ Other Obligor ”) in the Debt Obligation Documents or any other instrument now or hereafter evidencing, securing or in any manner relating to the Debt Obligation proves untrue in any material respect;

A default by any Other Obligor under any of the Debt Obligation Documents;

Debtor shall become insolvent or shall generally not pay its debts as they mature or shall apply for, shall consent to, or shall acquiesce in the appointment of a custodian, trustee or receiver of Debtor, or for a substantial part of the property thereof or, in the absence of such application, consent or acquiescence, a custodian, trustee or receiver shall be appointed for Debtor or for a substantial part of the property thereof and shall not be discharged within 60 days; or Debtor makes an assignment for the benefit of creditors;

Any bankruptcy, reorganization, debt arrangement or other proceedings under any bankruptcy or insolvency law shall be instituted by or against Debtor, and, if instituted against Debtor, shall have been consented to or acquiesced in by Debtor, or shall remain undismissed for 60 days, or an order for relief shall have been entered against Debtor, or Debtor shall take any action to approve institution of, or acquiescence in, such a proceeding;

Any of the events set forth in the foregoing subsections e. or f. shall occur with respect to any Other Obligor.

Upon the occurrence of an Event of Default, at the option of Creditor, the entire balance of principal together with all accrued interest thereon shall, without demand or notice, immediately become due and payable and so long as such Event of Default continues, the entire balance of principal together with all accrued interest shall bear interest at a Default Rate of 10% per annum. Upon the occurrence of an Event of Default, Creditor may exercise any and all rights and remedies it may have under the Debt Obligation Documents, and under applicable law and in equity.

WAIVERS

Except as herein provided, Debtor and all others who may become liable for all or part of the principal balance hereof or for any obligations of Debtor to Creditor or the holder hereof (a) jointly and severally, forever waive presentment, protest and demand, notice of protest, demand and dishonor and non-payment of this Note, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note, (b) agree that the time of payment of the debt or any part thereof may be extended from time to time without modifying or releasing the lien of Security Agreement or any other Debt Obligation Document or the liability of Debtor or any other such parties, the right of recourse against Debtor and such parties being hereby reserved by Creditor; and (c) agree that time is of the essence. Debtor agrees to pay all costs of collection when incurred, whether suit be brought or not, including reasonable attorneys’ fees and costs of suit and preparation therefor, and to perform and comply with each of the covenants, conditions, provisions and agreements of the Debtor contained in this Note and the other Debt Obligation Documents and Security Agreements. It is expressly agreed by Debtor that no extensions of time for the payment of

Page

this Note, nor the failure on the part of Creditor to exercise any of its rights hereunder, shall operate to release, discharge, modify, change or affect the original liability under this Note or any of the other Debt Obligation Documents, either in whole or in part.

COMPLIANCE

If any provision of this Note shall be illegal or unenforceable, such provision shall be deemed canceled to the same extent as though it never had appeared therein, but the remaining provisions shall not be affected thereby.

NOTICES

Whenever Creditor or Debtor desires to give any notice to the other, it shall be sufficient for all purposes if such notice is personally delivered or sent by registered or certified mail, postage prepaid, addressed to the intended recipient at the address listed at the beginning of this Note for the Debtor, or such other address as hereafter specified in writing, and for the Creditor at the address listed at the beginning of this Note, or such other address as hereafter specified in writing.

10.

INTEREST NOT TO EXCEED MAXIMUM ALLOWED BY LAW

It is the intent of Debtor and Creditor in the execution of this Note and all other instruments securing this Note that the debt obligation evidenced hereby be exempt from the restrictions of the usury laws of the State of Utah and all other applicable law. In the event that, for any reason, it should be determined that the Utah (or any other state’s) usury law is applicable to the Debt Obligation, Creditor and Debtor stipulate and agree that none of the terms and provisions contained herein or in any of the other Debt Obligation Documents shall ever be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate in excess of the maximum interest rate permitted to be charged by applicable law. If from any circumstances whatsoever, by reason of acceleration or otherwise, the fulfillment of any provision of this Note or the other Debt Obligation Documents involves transcending the limit of validity prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then the obligations to be fulfilled will be reduced to the limit of such validity as provided in such statute or law, so that in no event shall any exaction be possible under this Note in excess of the limit of such validity.

11.

CONSENT OF JURISDICTION

At the option of the Creditor, this Agreement may be enforced in any federal court or Utah State Court sitting in Salt Lake County, Utah ; and the Debtor consents to the jurisdiction and venue of any such court and waives any argument that venue in such forums is not convenient. In the event the Debtor commences any action in another jurisdiction or venue arising directly or indirectly from the relationship created by this Note, the Creditor at its option shall be entitled to have the case transferred to one of the jurisdictions and venues above-described, or if such transfer cannot be accomplished under applicable law, to have such case dismissed without prejudice.

12.

APPLICABLE LAW AND WAIVER OF JURY TRIAL

THIS NOTE AND THE OTHER DEBT OBLIGATION DOCUMENTS (EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ANY SUCH OTHER DEBT OBLIGATION DOCUMENTS) SHALL BE CONSTRUED AND ENFORCEABLE IN ACCORDANCE WITH, AND BE GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS OF THE STATE OF NEW YORK BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). WHENEVER POSSIBLE, EACH PROVISION OF THIS NOTE AND ANY OTHER STATEMENT, INSTRUMENT OR TRANSACTION CONTEMPLATED HEREBY OR RELATING HERETO, SHALL BE INTERPRETED IN SUCH MANNER AS

Page

TO BE EFFECTIVE AND VALID UNDER SUCH APPLICABLE LAW, BUT, IF ANY PROVISION OF THIS NOTE OR ANY OTHER STATEMENT, INSTRUMENT OR TRANSACTION CONTEMPLATED HEREBY OR RELATING HERETO SHALL BE HELD TO BE PROHIBITED OR INVALID UNDER SUCH APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE ONLY TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS AGREEMENT OR ANY OTHER STATEMENT, INSTRUMENT OR TRANSACTION CONTEMPLATED HEREBY OR RELATING HERETO. DEBTOR HEREBY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS INSTRUMENT AND TO ANY OF THE DEBT OBLIGATION DOCUMENTS, THE OBLIGATIONS HEREUNDER OR THEREUNDER, ANY COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. DEBTOR REPRESENTS TO CREDITOR THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.

13.

ATTORNEYS’ FEES

If this Note is not paid when due or if any Event of Default occurs, Debtor promises to pay all costs of enforcement and collection, including, without limitation, reasonable attorneys’ fees, whether or not any action or proceeding is brought to enforce the provisions hereof.

Signed effective as of the day and year first above written.

“Debtor”

ANEW LIFE, INC.

Signature: /s/Randall F. Pearson

Name: Randall F. Pearson

Title: President

Page

Exhibit E

Form of Pledge Agreement

11 March 2013

ANEW LIFE, INC.

as Pledgor

and

PCH Financial S.à r.l.

as Pledgee

and

TW Life V S.à r.l.,

TW Life VI S.à r.l.,

TW Life VII S.à r.l., and

TW Life VIII S.à r.l.

as the Companies

NIBs PLEDGE AGREEMENT

Page

Schedule B

Pledged Assets

The Pledged Assets shall be the right, title, and interest in 50% of all net insurance benefits associated with certain participating debt certificates (“ NIBs ”) issued by each Company as set forth below:

For the sake of clarity, the right, title, and interest associated with NIBs shall include not only any proceeds derived from the NIBs themselves (via death benefits or mortality insurance protection claim), but also to any and all net proceeds generated by a sale of the NIBs, financing of the NIBs, or sale of a debt obligation or security collateralized or secured by the NIBs.

Exhibit F

Definition of Collateral

The Collateral shall be all of the Buyer’s right, title, and interest in fifty percent (50)% of all net insurance benefits associated with certain participating debt certificates (“ NIBs ”) issued by each Company as set forth below:

For the sake of clarity, the Buyer’s right, title, and interest associated with NIBs shall include not only any proceeds derived from the NIBs themselves (via death benefits or mortality insurance protection claim), but also to any and all net proceeds generated by a sale of the NIBs, financing of the NIBs, or sale of a debt obligation or security collateralized or secured by the NIBs.

SCHEDULE I

Loan Amounts

SCHEDULE II

AVAILABLE AMOUNTS


	Account #1 (EUR)	Account #2 (USD)
TW Life S.à r.l. V	EUR € 42.84	US$ 97,144.30.00
TW Life S.à r.l. VI	EUR € 28.58	US$ 94,039.32.00
TW Life S.à r.l. VII	EUR € 165.83	US$ 73,535.67
TW Life S.à r.l. VIII	EUR € 166.33	US$ 98,535.06

SCHEDULE III

Expenses

SECTION 1 DEFINITIONS AND CONSTRUCTION

1.1 Definitions

1.2 Rules of Construction

SECTION 2 AMOUNTS AND TERMS OF THE LOAN

2.1 Terms of Loan

2.2 Interest and Advance Maturity Date

2.3 Indemnity

2.4 Fees

2.5 Certain Prepayments

2.6 Breakage Costs; Increased Costs; Capital Adequacy; Illegality

2.7 Payments and Computations

2.8 Permitted Purposes

SECTION 3 SECURITY INTEREST

SECTION 4 CONDITIONS PRECEDENT

4.1 Conditions Precedent to the First Advance

4.2 Conditions Precedent to All Advances

SECTION 5 REPRESENTATIONS AND WARRANTIES

5.1 Formation, Qualification and Good Standing

5.2 Power and Authority; Due Authorization

5.3 No Violation

5.4 Validity and Binding Nature

5.5 Government Approvals

5.6 Solvency

5.7 Margin Regulations

5.8 Place of Business

5.9 Compliance with Applicable Laws; Licenses, etc

5.10 No Proceedings

5.11 Investment Company Act, Etc

5.12 Eligible Policies

5.13 Accuracy of Information

5.14 No Material Adverse Change

5.15 Trade Names and Subsidiaries

5.16 Operation of Business

5.17 Ventures; Capital Stock and Indebtedness

5.18 Nature of Business

5.19 Taxes

5.20 Ownership and Liens

5.21 Approvals

5.22 Name Change, Mergers

-i-

5.23 Location of Life Policies and Books and Records

5.24 MPIC

5.25 Reserved

5.26 Policy Subsidiary

5.27 Material Agreements

5.28 No Default; No Event of Defaults

5.29 ERISA

5.30 Opinions

SECTION 6 AFFIRMATIVE COVENANTS

6.1 Maintain Existence

6.2 Delivery of Corporate Documents

6.3 Compliance with Laws

6.4 Payment of Taxes

6.6 Insurance

6.5 Maintenance of Properties and Assets 36

6.7 Litigation

6.8 Books and Records

6.9 Change of Principal Place of Business Location

6.10 Financial Reporting Requirements

6.11 Notices with Respect to the Life Policies

6.12 Fees and Expenses in Protecting Rights

6.13 Financial Records in Accordance with German Commercial Code, GAAP or IFRS 39

6.14 Legends on Books and Records

6.15 Inspection or Examination of Properties and Assets

6.16 Use of Loan Proceeds

6.17 Further Assurances

6.18 Change in Financial Condition

6.19 Right of Set Off

6.20 Notification of Default or Event of Default

6.21 Payment of Obligations

6.22 Reserved

6.23 Compliance With Transaction Documents

6.24 Payments to the Policy Account

6.25 Maintenance of Separate Existence

6.26 Notification of Collateral Value Event

6.27 Authorizations

6.28 Change Forms and Prepayment of Loan

6.29 Life Policies

6.30 Increased Cost of Insurance, Grace Period

6.31 Securities Account Control Agreement

6.32 MPIC

6.33 Missing Items

SECTION 7 NEGATIVE COVENANTS

7.1 Permitted Liens

-ii-

7.2 Nature of Business

7.3 Eligible Life Policies

7.4 Prohibited Actions

7.5 Affiliate Transactions

7.6 Publishing of Materials

7.7 Permissible Sale

7.8 Policy Subsidiary and General Partner

SECTION 8 EVENTS OF DEFAULT

SECTION 9 LENDER’S RIGHTS AND REMEDIES

SECTION 10 COLLATERAL VALUE AND REVIEW

10.1 Collateral Value Event

10.2 Collateral Value Event Consequences

10.3 Collateral Value Review

10.4 Insurer Downgrade; Other Rating Issues

10.5 Insureds

SECTION 11 CONFIDENTIALITY

SECTION 12 SUCCESSORS AND ASSIGNS

12.1 Successors and Assigns

SECTION 13 GERMAN BORROWER AS JOINT AND SEVERAL DEBTOR

13.1 German Borrower as Joint and Several Debtor

SECTION 14 MISCELLANEOUS PROVISIONS

14.1 Complete Agreement; Modification of Agreement

14.2 Amendments and Waivers

14.3 Obligations and Liabilities of the Lender

14.4 Waiver of Notices

14.5 Taxes

14.6 Third Party Beneficiary

14.7 Governing Law; Consent to Arbitration

14.8 Severability

14.9 Rights and Remedies, Etc

14.10 Reserved

14.11 No Waiver, Etc

14.12 Notices

14.13 Ambiguity Between Agreements

14.14 Attorneys’ Fees and Expenses

14.15 Press Releases and Related Matters

14.16 Counterparts

14.17 Headings

-iii-

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT dated ______________, among ____________________ (the “ Lender ”), _____________________ (the “ Luxembourg Borrower ” or a “ Borrower ”), and ____________________ (the “ German Borrower ” or a “ Borrower ” and together with the Luxembourg Borrower, the “ Borrowers ”).

SECTION 1
DEFINITIONS AND CONSTRUCTION

1.1

Definitions . The following terms as used in this Loan and Security Agreement shall have the meanings hereinafter provided:

“Administration Cost” means any costs and expenses incurred in connection with the administration and daily operation of the German Borrower, subject to a maximum amount of $120,000 in total over the term of this Agreement.

“Advance” or “Advances”: Has the meaning ascribed to it in Section 2.1(a) of this Agreement.

“Advance Maturity Date”: The date on which Advances made in respect of (or otherwise allocable to) a Life Policy are due, which is, with respect to each Life Policy, the earlier to occur of (i) a Permissible Sale of such Life Policy, (ii) the Final Maturity Date and (iii) the date of deposit of the related death benefit into (A) if and as long as the Intercreditor Agreement remains in full force and effect, the Policy Account and (B) otherwise, the Borrower Account.

“Affiliate”: Any legal entity that is affiliated with another legal entity within the meaning of Sec. 15 et seq. of the German Stock Corporation Act (AktG) .

“Affiliated Entity”: Any Affiliate of a Borrower, the General Partner or the Policy Subsidiary.

“Agreement”: This Loan and Security Agreement together with the contents of any and all schedules and exhibits annexed hereto and all of which are made a part hereof and any amendments, modifications, extensions, renewals and/or supplements hereto.

“Aggregate Collateral Value”: With respect to all the Life Policies on any date of determination, the aggregate sum of the Collateral Value of such Life Policies on such date.

“Applicable Law”: As to any Person with respect to any matter, any law (statutory or common), treaty, directive, rule, regulation, request or determination of an arbitrator or of any Governmental Authority, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any corporation or other entity owned or controlled, through stock or capital ownership or otherwise, by any of the foregoing, in each case applicable to or binding upon such Person (or any of its property) or such matter, or to which such Person (or any of its property) is subject, including, without limitation, any laws relating to assignments of contracts, life settlements, viatical settlements, insurance, consumers and consumer protection, usury, truth-in-lending, fair credit reporting, equal credit opportunity,

federal and state securities or “blue sky” laws, the Federal Trade Commission Act, ERISA, the German Civil Code ( BGB ), the German Commercial Code ( HGB ), the German Banking Act ( KWG ), the German Limited Liability Companies Act ( GmbHG ), and the German Insolvency Act ( InsO ), and any and all directives, rules and regulations promulgated or requests made under any of the foregoing.

“Beneficial Owner”: With respect to any Person for purposes of the German Anti-Money Laundering Act, the natural person who finally owns or controls such Person, or the natural person at the instigation of which a transaction is finally made, or a business relationship is finally established on behalf of such Person.

“Borrower” and “Borrowers”: Each has the meaning set forth in the introductory paragraph to this Agreement.

“Borrower Account”: That certain deposit account number 100229903 maintained by the Borrowers with the Lender over which the Lender alone shall have the power of withdrawal.

“Borrower Parties”: The parties described in Section 5.19 of this Agreement.

“Borrowing Date”: Each date on which an Advance is to be made as set forth in the Disbursement Schedule.

“Breach”: Has the meaning set forth in Section 8.2 of this Agreement.

“Breakage Costs”: With respect to a failure by the Borrowers, for any reason, to borrow the First Advance on the proposed Borrowing Date in accordance with the Disbursement Schedule (including without limitation, as a result of the Borrowers’ failure to satisfy any conditions precedent to such borrowing), the resulting loss, cost or expense actually incurred by the Lender, including, but not limited to, any loss, cost or expense incurred in liquidating or employing deposits from third parties; provided , however , that the Lender shall use commercially reasonable efforts to minimize such loss, cost or expense and shall have delivered to the Borrowers a certificate as to the amount and nature of such loss, cost or expense, which certificate shall be conclusive in the absence of manifest error and, provided , further , that in no event shall “Breakage Costs” include lost anticipated profits of the Lender.

“Business Day”: Any day other than a Saturday, Sunday or other day on which commercial banks are required or authorized to be closed in New York, New York, Salt Lake City, Utah, Minneapolis, Minnesota or Frankfurt, Germany.

“Capital Stock”: The outstanding voting equity securities of a corporation, the outstanding voting partnership interests of a partnership, the outstanding voting membership interests of a limited liability company, the outstanding beneficial interests in a trust or similar interests in another entity, which interests carry the power to vote or otherwise direct the management of such other entity.

“Change of Control”: Any event, transaction or occurrence as a result of which, directly or indirectly, the power to direct or cause the direction of the management or policies of (i) a Borrower, (ii) the General Partner or (iii) the Policy Subsidiary is no longer maintained by the

respective current Capital Stock holders including, without limitation, (a) current Capital Stock holders cease to own and control all of the voting rights associated with all of the Capital Stock of a Borrower, the General Partner or the Policy Subsidiary, or (b) during any period of twelve consecutive calendar months, individuals who at the beginning of such period constituted the board of directors, supervisory board or equivalent body of a Borrower (together with any new directors or individuals holding equivalent positions whose election by the board of directors or equivalent body of a Borrower, the General Partner or the Policy Subsidiary or whose nomination for election by the Capital Stock holders of a Borrower, the General Partner or the Policy Subsidiary was approved by a vote of at least two-thirds of the directors or individuals holding equivalent positions then still in office who either were directors or individuals holding equivalent positions at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the directors or individuals holding equivalent positions then in office. Notwithstanding the foregoing, a change in ownership or control of the Capital Stock of the Policy Subsidiary shall not constitute a Change of Control if such change is pursuant to the Lender’s exercise of its rights or remedies under the Transaction Documents. For the avoidance of doubt, after such exercise, the Lender shall be entitled to transfer the Capital Stock of the Policy Subsidiary to any Person.

“Change Forms”: In respect of any Life Policy, all documents required by the applicable Insurer to be executed by the immediately prior owner of the Life Policy or any other Person to effect change of ownership of and designation of a new owner and beneficiary under such Policy to the Securities Intermediary.

“Closing Date”: The date of this Agreement set forth in the introductory paragraph hereof.

“Collateral”: Collectively, the Pledged Rights and Claims and the Borrower Account and any amounts deposited therein, and if the Intercreditor Agreement is no longer in full-force and effect, the Policy Account and any amounts deposited therein, the Custody Account to which the Life Policies have been credited, and any and all proceeds therefrom.

“Collateral Agent”: ________________, acting in its capacity as collateral agent under the Intercreditor Agreement.

“Collateral Value”: With respect to a Life Policy, the mutually agreed upon collateral value of such Life Policy as set forth on Schedule 3 , as may be amended, supplemented or modified in writing by the Borrowers and the Lender from time to time in accordance with Section 10.

“Collateral Value Event of Default”: Any one or more of the occurrences described in Section 10.1.

“Commitment Fee”: Has the meaning ascribed to it in the MPIC.

“Confirmation Date”: Has the meaning ascribed to it in Section 6.28 of this Agreement.

“Consumer”: Any prior Life Policy owner, Insured, prior beneficiary of any Life Policy, any designated personal contact of an Insured, any spouse, domestic partner, significant other,

dependent, family member, friend or heir of any of the foregoing, and any natural person whose personal, financial, health or medical information is disclosed to any of the parties to this Agreement in connection with any life insurance, financing, life settlement or viatical settlement transaction or as related to any Life Policy that is considered or becomes the subject of any transaction contemplated or consummated pursuant to this Agreement.

“Custody Account”: That certain trust account maintained in the name of the Policy Subsidiary with account number 48111401, which account shall be subject to the Securities Account Control Agreement.

“Default”: Any condition or the occurrence of any event which after the giving of notice or lapse of time or both would constitute an Event of Default.

“Default Rate”: Has the meaning ascribed to it in Section 2.2(d) of this Agreement.

“Disbursement Schedule”: The Schedule attached hereto as Schedule 1, initially setting forth the schedule of disbursements for five years of premium payments due for each Life Policy from the date of this Agreement, the Transaction Fees, the repayment of certain indebtedness relating to the Life Policies approved by the Lender, the MPIC Premium, the Commitment Fee, the Administration Cost and the respective Borrowing Dates, which amounts shall be denominated in U.S. Dollars, as such schedule may be amended, supplemented or modified in writing mutually signed by the Borrowers and the Lender from time to time.

“Eligibility Criteria”: The following criteria to be satisfied by a Life Policy (regardless of whether such Life Policy is a Fractionalized Policy) in order to be categorized as an “Eligible Life Policy”, unless otherwise waived or modified by the Lender;

(a)

The Life Policy is a “permanent” life insurance policy (whole life or universal life, not a term life policy) issued by an Insurer insuring solely the life of an Insured and described on Schedule 2 , together with and any and all applications, conditional receipts, riders, endorsements, supplements, amendments, certificates and all other documents and instruments that modify or otherwise affect the terms and conditions of such policy issued in connection therewith;

(b)

The Insured is a United States citizen currently residing in the United States, and has documented social security information as well as photographic identification;

(c)

The Insured shall be an individual having an actual age of 68 years old or older;

(d)

Subject only to the payment of premiums, the Life Policy shall be in full force and effect;

(e)

The Insurer shall have at least one of, but no lower than any one of (i) a claims paying ability rating of BBB- or better from S&P, or (ii) Baa3 or better by Moody’s;

(f)

The Life Policy covering the life of an individual Insured shall not have a face value of less than $200,000;

(g)

There must not be any outstanding Surrender Value Loans or other Liens outstanding in respect of the Life Policy, except for the Lien created hereby or under the Intercreditor Agreement, and any outstanding internal Surrender Value Loans for the payment of premiums on the Life Policy, if any, that will be fully reflected in the Collateral Value;

(h)

The Life Policy and the legal and beneficial interests in the death benefit shall be capable of being sold, transferred and conveyed, and, all related documents and any tracking/servicing/custodial rights shall be fully assignable and transferable;

(i)

Delivering a collateral assignment of the Life Policy shall not be prohibited by (i) the terms of the Life Policy or (ii) the applicable Insurer, or (iii) Applicable Law;

(j)

The original owner of the Life Policy shall have had an insurable interest on the date of the issuance of the Life Policy;

(k)

As of the date of the related Initial Advance, there are sufficient premiums that have been paid to the applicable Insurer prior to making such Initial Advance to keep the Life Policy in full force and effect for at least thirty (30) days following such date; and

(l)

The Life Policy is a ”Covered Policy” (as defined in the MPIC).

“Eligible Life Policy”: means, on any date of determination, a Life Policy meeting all of the Eligibility Criteria on such date.

“ERISA”: The Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder from time to time in effect.

“ Euro ” and “ € ” : The lawful money of the member states of the European Union participating in the third stage of the European monetary union.

“ Euro Converted Loan Amount ” : Has the meaning ascribed to it in Section 2.1(f)(ii) of this Agreement.

“ Euro Converted Loan Commitment Amount”: Has the meaning ascribed to it in Section 2.1(f)(i) of this Agreement.

“Event of Default”: Any one or more of the occurrences described in Section 8.

“Federal Reserve Board”: The Board of Governors of the Federal Reserve System of the United States of America.

“Final Maturity Date”: The earlier of (i) the fourth (4th) anniversary of the First Advance, unless on such date, the Servicer is entitled to submit a Proof of Claim (as defined in the MPIC) under the MPIC with respect to the period ending on such fourth (4th) anniversary of the First Advance, then on the related Payment Date (as defined in the MPIC) and (ii) the date that is six months prior to the expiration of the Term (as defined in the MPIC).

“First Advance”: The first Initial Advance made under this Agreement. For the avoidance of any doubt, the first Advance made in respect of each Life Policy is referred to herein as the Initial Advance (as defined below), but only the first Initial Advance whatsoever is the First Advance.

“Fractionalized Policy”: Has the meaning ascribed to it in the Securities Account Control Agreement.

“GAAP”: Generally accepted accounting principles in effect from time to time in the United States of America, applied on a consistent basis. In the event that any “Accounting Change” (as defined below for purposes of this paragraph) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrowers and Lender agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the Borrowers’ financial condition shall be, in all material respects, the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrowers and the Lender, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “ Accounting Change ” refer to a change in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if applicable, the Securities and Exchange Commission.

“General Partner”: ___________________.

“German Borrower”: Has the meaning set forth in the introductory paragraph to this Agreement.

“Governmental Authority”: Any nation, union of nations (such as the European Union) or government, any federal, state, city, town, municipality, county, local or other political subdivision thereof or thereto and any department, commission, board, bureau, instrumentality, agency or other Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Guaranteed Indebtedness”: As to any Person (the “ guaranteeing person ”), without duplication, any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third Person (the “ primary obligor ”) in any manner, whether directly

or indirectly, including any obligation of the guaranteeing person, whether or not contingent, in any such case, which should be reflected as a liability in the consolidated balance sheet (or in the notes thereto assuming that the amount thereof is material) of the guaranteeing person in accordance with the German Commercial Code, GAAP or IFRS, as the case may be; provided , however , that the term “Guaranteed Indebtedness” shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guaranteed Indebtedness of any guaranteeing person shall be deemed to be the lower of (1) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guaranteed Indebtedness is made and (2) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guaranteed Indebtedness, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guaranteed Indebtedness shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by such guaranteeing person in good faith.

“IFRS”: International Financial Reporting Standards as adopted by the European Union, applied on a consistent basis. In the event that any “Accounting Change” (as defined below for purposes of this paragraph) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrowers and the Lender agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating the Borrowers’ financial condition shall be, in all material respects, the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrowers and the Lender, all financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred. “ Accounting Change ” refers to changes in accounting principles required by the promulgation of any rule, regulation, pronouncement or opinion by the International Accounting Standards Board.

“Indebtedness”: With respect to any Person, (i) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person for the deferred purchase price of property or services, except current accounts payable arising in the ordinary course of business and not overdue beyond such period as is commercially reasonable for such Person’s business, (iv) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person, (v) all payment obligations of such Person with respect to interest rate or currency protection agreements, (vi) all obligations of any Person secured by property or assets of such Person (regardless of whether or not such Person is liable for repayment of such obligations), and (vi) the redemption price of all redeemable preferred stock of such Person, but only to the extent that such stock is redeemable at the option of the holder or requires sinking fund or similar payments at any time on or prior to the Final Maturity Date.

“Indemnified Person”: Has the meaning ascribed to it in Section 2.3(a) of this Agreement.

“Intercreditor Agreement”: The Amended and Restated Intercreditor and Security Agreement, dated as of July 12, 2012, by and among the Borrowers, the General Partner, the Policy Subsidiary, the Lender, MPIC Provider, the Collateral Agent and the other parties named therein.

“Interest Period”: The period commencing on the date of the making of the First Advance and ending on the last day of the related calendar quarter and (ii) thereafter, the period commencing on the first day of the immediately following calendar quarter and ending on the last day of such calendar quarter.

“Initial Advance”: In respect of each Life Policy, the original Advance made pursuant to this Agreement in respect of such Life Policy.

“Initial LE Report”: Has the meaning ascribed to it in Section 10.1(a) of this Agreement.

“Insured”: Each natural person whose life is insured under a Life Policy.

“Insurer”: Each U.S. domiciled life insurance company that has issued a Life Policy.

“LED Limit”: Has the meaning ascribed to it in Section 2.1(f)(i) of this Agreement.

“Lender”: Has the meaning set forth in the introductory paragraph of this Agreement.

“Lender’s Account”: Has the meaning set forth in Section 2.8(a) of this Agreement.

“Liens”: All mortgages, liens, judicial liens, encumbrances, security interests, charges, pledges, hypothecations, assignments, conditional sale or other title retention agreements, and the like, relating to any real or personal property interest, whether legal or equitable.

“Life Policy”: Each life insurance policy issued by an Insurer, and any and all applications, conditional receipts, riders, endorsements, supplements, amendments, certificates and all other documents and instruments that modify or otherwise affect the terms and conditions of such policy issued in connection therewith (or if such Life Policy is a Fractionalized Policy, the related Percentage Interest(s)), which are credited to the Custody Account (or if such Life Policy is a Fractionalized Policy, the related Percentage Interest(s) are credited to the Custody Account) in which the Policy Subsidiary has granted a security interest to the Lender pursuant to the Securities Account Control Agreement.

“Life Policy Documentation Packages”: Originals or copies (as certified by the Borrowers to be a true and accurate copy of the original thereof) of the Life Policies and originals or copies of all schedules, exhibits, amendments, supplements and riders thereto.

“List of Closing Documents”: A list of agreements, documents, and instruments related to the First Advance under this Agreement which has been agreed upon by the Borrowers and the Lender in the form attached hereto as Exhibit A.

“Loan”: In aggregate, all the Advances made pursuant to this Agreement.

“Loan Commitment”: The aggregate amount of all premium payments for the Life Policies, the Transaction Fees, the repayment of certain indebtedness relating to the Life Policies approved by the Lender, the MPIC Premium, the Commitment Fee and the Administration Cost, each as set forth on the Disbursement Schedule and denominated in U.S. dollars.

“LTV Limit”: As of any date of determination, the product of (a) initially, seventy-five percent (75%), subject to increase in accordance with Section 2.1(e) hereof, and (b) (i) the sum of the Aggregate Collateral Value of all the Life Policies on such date and (ii) any cash pledged to the Lender on such date pursuant to Section 2.1(f)(ii) or Section 10.3.

“LTV Limit Trigger Event”: An event where the outstanding principal balance of the Loan plus accrued and unpaid interest thereon, exceeds the LTV Limit.

“Luxembourg Borrower”: Has the meaning set forth in the introductory paragraph to this Agreement.

“MAPS Value”: With respect to any Life Policy, the value as determined by Model Actuarial Pricing Systems (formerly known as Milliman Pricing Software) as utilized by the Lender to determine the Collateral Values initially set forth on Schedule 3 .

“Material Adverse Effect”: A material adverse effect on (a) the business, assets, operations or financial or other condition of a Borrower, the Policy Subsidiary or the General Partner, (b) a Borrower’s ability to pay any of the Obligations in accordance with the terms of this Agreement or any of the other Transaction Documents, (c) the Collateral, the Subject Collateral or the Capital Stock of a Borrower or the Liens of the Lender on the Collateral, the Liens of the Collateral Agent on the Subject Collateral or the priority of any such Liens, or (d) the Lender’s rights and remedies under this Agreement or any of the other Transaction Documents.

“Moody’s”: Moody’s Investors Service, Inc. and its successors.

“MPIC”: Collectively, that certain mortality protection insurance policy, policy number ____________________ issued by MPIC Provider to the General Partner under which the Policy Subsidiary is an additional named insured and all certificates delivered in connection therewith and any exhibits, schedules endorsements and other documents thereto or incorporated therein by reference.

“MPIC Premium” has the meaning ascribed to it in the MPIC.

“MPIC Provider”: ____________________________.

“Net Income”: As determined under the German Commercial Code, GAAP or IFRS, as applicable.

“Obligations”: All loans, advances, Indebtedness, notes, liabilities, overdrafts, and other amounts owed by the Borrowers, liquidated or unliquidated, each of every kind, nature and description, whether arising under this Agreement or otherwise, including, without limitation, principal and interest, and whether secured or unsecured, direct or indirect, absolute or

contingent, due or to become due, now existing, presently intended or contemplated, or hereafter contracted, including, without limitation the repayment of any amounts that the Lender may advance or spend for the maintenance or preservation of the collateral and any other expenditures the Lender may make under the provisions of this Agreement or for the benefit of any Borrower, and any of the foregoing that arises after the filing of a petition by or against any Borrower under the German Insolvency Act ( InsO ), even if the obligations do not occur because of Sections 81, 89, 91 German Insolvency Act ( InsO ) or otherwise.

“OFAC”: Has the meaning ascribed to it in Section 6.3(c) of this Agreement.

“Origination Fee”: Has the meaning ascribed to it in Section 2.4(a) of this Agreement.

“Partnership Interest Pledge Agreement”: The Partnership Interest Pledge Agreement, dated as of July 12, 2012, executed by the Luxembourg Borrower and the General Partner and delivered to the Lender, pursuant to which each of the Luxembourg Borrower and the General Partner pledges and assigns all of their respective right, title and interest in and to all of the Capital Stock of the Policy Subsidiary to the Lender, as amended, modified, or supplemented from time to time.

“Percentage Interest”: Has the meaning ascribed to it in the Securities Account Control Agreement.

“Permissible Sale”: With respect to any Life Policy, the sale of such Life Policy which MPIC Provider has in advance consented to, in its sole discretion, where the sale price for such Life Policy is at least equal to the greater of (i) the Collateral Value of such Life Policy, (ii) the portion of the then-current outstanding principal balance of the Loan for which Advances were used to pay premiums (or the reimbursement of premiums already paid) in respect of such Life Policy and, with respect to the portion of such Advances relating to the Transaction Fees, the Pro-Rata Share thereof allocable to such Life Policy in each case including all accrued and unpaid interest thereon, all as determined by the Lender, which determination shall be conclusively presumed to be correct in all respects, absent manifest error, and (iii) the MAPS Value of such Life Policy, applying an annual discount rate of 21% and based on a life expectancy report from 21st Services, LLC, dated within the three month period immediately preceding such sale.

“Permitted Liens”: The Liens described in Section 7.1 of this Agreement.

“Person”: An individual, corporation, company, partnership, association, joint-stock company, statutory or common law trust, unincorporated organization, joint venture, Governmental Authority, limited liability company, limited liability partnership or other entity.

“Pledged Rights and Claims” means any and all of the Borrowers’ present and future rights and claims (including, without limitation, any amount due to any of the Borrowers) of any kind and nature (including, without limitation, surrogates for such rights and claims, claims for specific performance and claims for damages or other indemnification and unilateral rights (Gestaltungsrechte)) which the Borrowers now have and/or will in the future acquire or otherwise be entitled to pursuant to or in connection with any account bank agreement entered into with the Lender (as from time to time amended, supplemented, novated or replaced).

“Policy Account”: That certain trust account maintained in the name of the Policy Subsidiary at ________________________, which account shall be subject to the Securities Account Control Agreement, pursuant to which, among other things, the Servicer shall maintain signatory control over the funds therein.

“Policy Subsidiary”: ___________________________.

“Prepayment Penalty Amount” means the amount (if any) by which (a) the interest which the Lender should have received for the period from the date of receipt of the prepayment amount to the Final Maturity Date in respect of such prepayment amount, had such prepayment amount received been paid on the Final Maturity Date exceeds (b) the amount of interest the Lender would have received if it deposited such prepaid amount with a leading bank in the London interbank market for a period starting on the Business Day following receipt of such prepaid amount and ending on the Final Maturity Date.

“Pro-Rata Share”: With respect to any Life Policy, the portion of any Advance used to pay Transaction Fees and MPIC Premium allocable to such Life Policy, calculated as follows:

(a) with respect to any Transaction Fees calculated by reference to the face amount of a Life Policy or with respect to the MPIC Premium, the pro-rata share allocable to such Life Policy shall be determined based on the face amount of such Life Policy and the aggregate face amount of all Life Policies; and

(b) with respect to all other Transaction Fees, the pro-rata share allocable to such Life Policy shall be determined based on the Collateral Value (as of the date of determination) of such Life Policy, and the aggregate Collateral Value (as of the date of determination) of all of the Life Policies.

“Protected Information” means any personal, private or non-public information pertaining to any Life Policy or Consumer, including medical, financial and personal information, any Consumer’s name, street or mailing address, email address, telephone or other contact information, employer, social security or tax identification number, date of birth, driver’s license number, photograph or likeness, documentation of identity or residency, any medical or health related information, life expectancy report, life insurance application, life settlement application, loan application, financing agreement, or other financial information pertaining to any Consumer. Also included within the definition of “Protected Information” is information pertaining to any life insurance policy or transaction, or life settlement or viatical settlement transaction, if disclosed in a manner that identifies a Consumer by name, street or mailing address, email address, telephone or other contact information, employer, social security or tax identification number, date of birth, driver’s license number, or photograph, except to the extent permitted hereunder or as otherwise allowed or required by Applicable Law, or as authorized by the written consent of the Consumer to whom the Protected Information pertains.

“Protective Advance”: Has the meaning ascribed to it in Section 2.1(a) of this Agreement.

“S&P”: Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc. and its successors.

“Securities Account Control Agreement”: The Securities Account Control and Custodian Agreement, dated as of ______________, by and among the Borrowers, the Policy Subsidiary, the Servicer, the Securities Intermediary and the other parties named therein.

“Securities Intermediary”: ________________________.

“Servicer”: _____________________________.

“Servicer Blocked Account”: That certain account number _______________ maintained by the Servicer with _______________.

“Servicer Master Account”: That certain account number ______________ maintained by the Servicer with ______________.

“Servicing Agreement”: The Servicing Agreement, dated as of ___________, among the Borrowers, the Policy Subsidiary, the General Partner and the Servicer, pursuant to which the Servicer has agreed to perform certain services in respect of each Life Policy. Such services shall include, without limitation, calculating and tracking premium payments due under each Life Policy.

“Servicing Fee”: Has the meaning ascribed to it in Section 2.4(b) of this Agreement.

“Solvent”: With respect to any Person on a particular date, that on such date, both (i) (a) the sum of such Person’s liabilities (including contingent liabilities) does not exceed the fair saleable value of such Person’ assets, (b) such Person does not intend to, and does not believe (nor should it reasonably believe) that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities become due (whether at maturity or otherwise, in each case calculated in accordance with the German Commercial Code, GAAP or IFRS, as applicable) and (c) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, for which such Person’s property would constitute an unreasonably small capital, and (ii) such Person is “solvent” within the meaning given to such term and similar terms under applicable bankruptcy laws and Applicable Laws relating to fraudulent transfers and conveyances (with respect to the Luxembourg Borrower, taking into account its ownership interest in the Policy Subsidiary and with respect to the German Borrower, taking into account its ownership interest in the Luxembourg Borrower). The amount of contingent liabilities (such as litigation, guaranties and pension plan liabilities) at any time shall be computed as the amount that, in light of all the facts and circumstances existing at the time, represents the amount that can reasonably be expected to become an actual or matured liability.

“Stockholder”: With respect to any Person, each holder of Capital Stock of such Person.

“Structuring Costs”: Has the meaning ascribed to it in Section 2.4(c) of this Agreement.

“Subject Collateral”: Has the meaning ascribed to it in the Intercreditor Agreement.

“Subsidiary”: With respect to any Person at any time, (a) any corporation or trust of which 50% or more (by number of shares or number of votes) of the outstanding Capital Stock or shares of beneficial interest normally entitled to vote for the election of one or more directors

or trustees (regardless of any contingency which does or may suspend or dilute the voting rights) is at such time owned directly or indirectly by such Person or one or more of such Person’s subsidiaries, or any partnership of which such Person is a general partner or of which 50% or more of the partnership interests is at the time directly or indirectly owned by such Person or one or more of such Person’s subsidiaries, and (b) any corporation, trust, partnership or other entity which is controlled or capable of being controlled by such Person or one or more of such Person’s subsidiaries.

“Surrender Value Loan”: Any loan made by an Insurer to a prior owner of a Life Policy secured by, and in an amount not greater than, the cash surrender value of a Life Policy.

“Termination Date”: The earlier of (a) the Final Maturity Date or (b) the date on which the Lender’s obligation to make Advances under the Loan shall have terminated.

“Transaction Documents”: Collectively and individually, this Agreement, the Servicing Agreement, the Securities Account Control Agreement, the Partnership Interest Pledge Agreement, the Intercreditor Agreement, the MPIC, any blocked account agreements and all other documents, instruments and agreements related hereto or thereto.

“Transaction Fees”: Has the meaning ascribed to it in Section 2.4(e) of this Agreement.

“Uniform Commercial Code”: The Uniform Commercial Code as the same may, from time to time, be enacted and in effect in the State of Delaware.

1.2

Rules of Construction . Except as otherwise expressly provided in this Agreement or unless the context otherwise clearly requires:

(a)

Defined terms include, as appropriate, all genders and the plural as well as the singular.

(b)

References to any designated article, Section or other subdivision of this Agreement refer to the designated article, Section or other subdivision of this Agreement as a whole and to all subdivisions of the designated article, Section or other subdivision. The words “herein,” “hereof,” “hereto,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular article, Section or other subdivision of this Agreement.

(c)

Any term that relates to a document, statute, rule or regulation includes any amendments, modifications, supplements or any other changes that may have occurred since the document, statute, rule or regulation came into being, including changes that occur after the date of this Agreement.

(d)

The term “including” and all its variations mean “including but not limited to.” Except when used in conjunction with the word “either,” the word “or” is always used inclusively (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”).

(e)

Any accounting terms used in this Agreement which are not specifically defined shall have the meanings customarily given thereto in accordance with the German Commercial Code, GAAP or IFRS, as the context requires.

(f)

In the computation of a period of time from a specified date to a later specified date or an open-ended period, the word “from” means “from and including” and the words “to” or “until” mean “to but excluding.” Likewise, in setting deadlines or other periods, “by” means “on or before,” and “after” means “from and after.”

SECTION 2
AMOUNTS AND TERMS OF THE LOAN

2.1

Terms of Loan . Subject to the terms and conditions of this Agreement, and to each Borrower’s observance and performance of, and compliance with, all terms, conditions, warranties, representations and covenants of this Agreement, and the timely payment of the Obligations of the Borrowers to the Lender under this Agreement:

(a)

Credit Facility . Subject to the terms and conditions hereof, the Lender agrees to make credit advances (each, an “ Advance ” and collectively, the “ Advances ”) to the Borrowers no more frequently than once per month for the purposes set forth in Section 2.9. Notwithstanding the foregoing, with respect to each Life Policy, the Lender may make one additional Advance in the same month as the date of the related Initial Advance in the event the provisions set forth in the first sentence of Section 6.28 are satisfied by the Borrowers, as determined by the Lender in its reasonable discretion. With respect to each Life Policy, the Lender shall make additional Advances to the Borrowers on such Life Policy in accordance with this Agreement and as provided in the Disbursement Schedule (without any additional action on the part of the Borrowers) until the earlier of (i) the Termination Date and (ii) the Advance Maturity Date for such Life Policy. On and after the Termination Date, the Lender shall cease to make any Advances to the Borrowers. The Borrowers shall not be entitled to reborrow any Advances repaid hereunder. The Lender shall be entitled to make Advances on behalf of the Borrowers (i) as the Lender determines in its sole and absolute discretion are necessary or appropriate in order to make premium payments to ensure that each Policy remains in full force (each such Advance, a “ Protective Advance ”), (ii) in order to reimburse the Lender for any and all costs and expenses incurred by the Lender in connection with (A) indemnifying, protecting, saving and holding the Securities Intermediary, its officers, directors, shareholders and employees harmless pursuant to Section 5.2(e) of the Securities Account Control Agreement or (B) reimbursing the Securities Intermediary for costs and expenses incurred by the Securities Intermediary for petitioning a court of competent jurisdiction to appoint a successor Securities Intermediary pursuant to Section 5.2(f) or Section 5.2(g) of the Securities Account Control Agreement and (iii) such other Advances as provided in this Agreement, and all such Advances shall be added to the Obligations of the Borrowers hereunder. Any modification to the Disbursement Schedule to add Life Policies thereto shall require the consent of the Lender and shall be deemed to be a request by the Borrowers that the Lender make the related Advances and the Borrowers shall be deemed to represent and warrant to the Lender, as of the related Borrowing Date, that all conditions precedent set forth in Section 4.2 to the making of each such related Advance have been met, and the Lender will make such Advances subject to the terms and conditions of this Agreement. If the First Advance is made by the Lender on the Closing

Date or within two weeks thereafter, the Borrowers hereby authorize the Lender to include in such First Advance an amount equal to the premium payments on the related Life Policies that the Borrowers or an Affiliate thereof have paid on or after the Closing Date and before the date such First Advance is made, as reasonably determined by the Lender. Such additional amount shall be added to the Obligations of the Borrower hereunder. The aggregate amount of Advances made pursuant to this Agreement shall not exceed the Loan Commitment. Notwithstanding anything herein to the contrary, the Luxembourg Borrower shall not be liable for the repayment of any portion of the Loan that represent Advances or portions thereof made to pay Administration Cost or any accrued interest thereon.

(b)

Reliance on Notices . The Lender shall be entitled to rely upon, and shall be fully protected in relying upon, any written notice delivered by the Borrowers in connection with the making of any Advance purporting to be executed by an officer of the Borrowers and believed by the Lender to be genuine. The Lender may assume that each Person executing and delivering any notice in accordance herewith who purports to be a person on the list of authorized signatories provided from time to time by the Borrowers to the Lender was duly authorized, unless the responsible individual acting thereon for the Lender has actual knowledge to the contrary.

(c)

Policy Account, Custody Account and Borrower Account .

(i)

The Borrowers shall cause the Policy Subsidiary to establish each of the Policy Account and the Custody Account pursuant to the Securities Account Control Agreement and to maintain the Policy Account and the Custody Account pursuant to the terms thereof and the terms of the Securities Account Control Agreement. The Securities Intermediary shall deposit all cash proceeds of the Life Policies into the Policy Account. The Securities Intermediary shall credit all Life Policies to the Custody Account. So long as any principal of or interest on the Loan (whether or not due) shall remain unpaid or the Lender shall have any commitment to make Advances, the Borrowers shall continue to maintain the Borrower Account with the Lender and the Borrowers shall cause the Policy Subsidiary to maintain the Policy Account with __________________. The Borrowers hereby grant to the Lender a continuing first priority security interest in (i) the Borrower Account and all funds held in such account, (ii) all certificates and instruments, if any, from time to time evidencing such account, (iii) all notes, checks and other instruments from time to time deposited in such account, (iv) all interest, if any, from time to time received in respect of such account and (v) all other property of the Borrowers from time to time in possession, under the control of or in transit to the Lender. The Borrowers shall cause the Policy Subsidiary to grant to the Collateral Agent for the benefit of the Lender pursuant to the Intercreditor Agreement, a continuing first priority security interest in (i) the Policy Account and the Custody Account and all funds held in such accounts, (ii) all certificates and instruments, if any, from time to time evidencing such accounts, (iii) all notes, checks and other instruments from time to time deposited in such accounts, (iv) all interest, if any, from time to time received in respect of such accounts and (v) all other property of the Policy Subsidiary from time to time in possession, under the control of or in transit to the Lender. The Borrowers shall cause the Policy Subsidiary to transfer, pursuant to the Securities Account Control Agreement, to the Collateral Agent or at the direction of the Collateral Agent with respect to the Policy Account, to the Servicer, the exclusive dominion and control of the Policy Account and the Custody Account, subject to the terms of the Intercreditor Agreement, and, for so long as any

principal of or interest on the Loan (whether or not due) shall remain unpaid or the Lender shall have any commitment to make Advances, neither the Borrowers nor the Policy Subsidiary shall have any right of withdrawal from such accounts unless the outstanding principal amount of the Loan plus accrued and unpaid interest is zero. Promptly after the Closing Date, and from time to time thereafter as any additional Insurers shall have become obligated to the Policy Subsidiary with respect to the death benefits under the related Life Policies, the Borrowers shall cause the Securities Intermediary, at the Policy Subsidiary’s sole expense, to send a notice to each Insurer, with a copy to MPIC Provider, stating that all payments from such Insurer to a Borrower shall be forwarded directly for deposit into the Policy Account. The Borrowers shall, or pursuant to the Securities Account Control Agreement, shall cause the Policy Subsidiary or the Securities Intermediary, to provide to the Lender, upon the Lender’s request, a copy of each such notice that is sent to any Insurer.

(ii)

The First Advance shall be deposited by the Lender into the Servicer Blocked Account. Proceeds of the First Advance which relate to the payment of the initial MPIC Premium shall then be deposited into the Insurer’s Account (as defined in the MPIC). Proceeds of the First Advance which relate to the payment of premiums on the Life Policies shall then be deposited into the Servicer Master Account and proceeds of subsequent Advances which relate to the payment of premiums on the Life Policies shall be directly deposited by the Lender into the Servicer Master Account and in each case, shall be disbursed by the Servicer to the applicable Insurer in accordance with the Disbursement Schedule pursuant to the Servicing Agreement. Proceeds of subsequent Advances which relate to the payment of the MPIC Premium (other than the initial MPIC Premium) and the Commitment Fee shall be deposited by the Lender into the Insurer’s Account. Proceeds of subsequent Advances which relate to the payment of Administration Cost shall be deposited by the Lender into an account previously designated in writing by the German Borrower. Proceeds of subsequent Advances which relate to the payment of Servicing Fees shall be deposited by the Lender into an account previously designated in writing by the Servicer. All other proceeds of subsequent Advances shall be deposited by the Lender into accounts it deems appropriate, which may be accounts other than the Servicer Blocked Account, the Servicer Master Account or the Insurer’s Account. Except as otherwise expressly provided to the contrary in this Agreement and any other Transaction Documents, each Borrower shall take all such actions as the Lender in good faith deems necessary or appropriate to ensure that at all times on and after the Closing Date all proceeds of all the Life Policies are forwarded by the applicable Insurer directly to the Policy Account (or if such Life Policies are Fractionalized Policies, the Policy Subsidiary’s Percentage Interests in such Proceeds). If, notwithstanding the notices and actions provided for in the preceding sentences of this Section 2.1(c), the Policy Subsidiary shall receive or any financial institution with which the Policy Subsidiary has a deposit account shall receive for the account of the Policy Subsidiary, any proceeds of the Life Policies, the Policy Subsidiary shall, or shall cause such financial institution to, transmit in the form received, before the close of business on the next succeeding Business Day, all such proceeds (properly endorsed, where required, so that all items delivered shall be collected by the Lender) for credit to the Policy Account. Each Borrower shall not, nor shall it cause any such financial institution to, commingle any such proceeds so received with such Borrower’s other property, and shall hold separate and apart from all other property, all such proceeds in trust for the benefit of the Lender until delivery thereof is made to the Lender. Unless the Intercreditor Agreement remains in full force and effect, the Borrowers shall cause the Policy Subsidiary to cause any amounts deposited into the Policy

Account in respect of proceeds from any Life Policy to be deposited, within one Business Day (or if funds are received by check, within two Business Days), into the Borrower Account. If and as long as the Intercreditor Agreement is in full-force and effect, any amounts deposited into the Policy Account in respect of proceeds from any Life Policy shall be distributed by the Collateral Agent in accordance with the Intercreditor Agreement. Each Borrower hereby agrees not to deposit any monies into the Borrower Account or the Policy Account, or otherwise permit any moneys to be deposited into such accounts or commingled with other funds in such accounts, except Advances in respect of premiums on the Life Policies, Transaction Fees, MPIC Premium, Commitment Fees, Administration Cost and refunded premium payments or death benefits in respect of the Life Policies and any amounts payable to the General Partner under the MPIC. Payments received after 2:00 p.m. Frankfurt time on any Business Day other than the last Business Day of a calendar month, payments received after 1:00 p.m. Frankfurt time on the last Business Day of a calendar month, and payments received on a day that is not a Business Day shall be deemed to have been received on the following Business Day.

(d)

Statement of Account . The Lender may render and send to the Borrowers a statement of account showing amounts loaned, all other charges, expenses and items chargeable to each Borrower pursuant to this Agreement, payments made by the Borrowers against the Obligations arising pursuant to the Loan, proceeds collected and applied to said Obligations, other appropriate debits and credits and the total of the Obligations of each Borrower to the Lender as of the date of the statement for Advances made pursuant to the Loan, and the statement of account shall be conclusively presumed to be correct in all respects, absent manifest error and except for specific objections which the Borrowers shall make in writing within thirty (30) days from the date upon which the statement of account is sent.

(e)

Protective Advances . Notwithstanding anything herein to the contrary, if an LTV Limit Trigger Event would occur solely due to the Lender making any potential Protective Advance, then clause (a) of the definition of LTV Limit shall be increased to eighty percent (80%).

(f)

LED Limit . (1) At any time that the Loan Commitment plus accrued interest thereon as calculated through the Final Maturity Date, when calculated as an amount in Euros as converted from U.S. dollars at the then applicable foreign exchange conversion rate (the “ Euro Converted Loan Commitment Amount ”), results in the Euro Converted Loan Commitment Amount exceeding the applicable regulatory large exposure limits applicable to the Loan and to Lender, as denominated in Euros (the “ LED Limit ”), then until such time as the Euro Converted Loan Commitment Amount does not exceed the applicable LED Limit, the following shall apply: Lender shall not be obligated to provide any further amounts under the Loan, including Advances, whether for the payment of premiums on the Life Policies or otherwise; and each Borrower shall be obligated to make or cause to be made on its or its Affiliates’ behalf, any and all necessary payments to keep the the Life Policies in force and to maintain the Collateral and Loan in good standing, including, without limitation, payments for premiums on the Life Policies.

(ii)

If at any time the outstanding principal balance of the Loan plus accrued and unpaid interest thereon, when calculated as an amount in Euros as converted from U.S. dollars at the then applicable foreign exchange conversion rate (the “ Euro Converted Loan

Amount ”) exceeds the LED Limit, the Borrowers hereby agree to: (A) repay the Loan in an amount such that the LED Limit exceeds the Euro Converted Loan Amount as of the time of such payment or (B) pledge cash to the Lender as part of the Collateral such that the LED Limit exceeds the Euro Converted Loan Amount as of the time of such pledge minus the amount of such pledged cash, as calculated in Euros as converted from U.S. dollars at the then applicable foreign exchange conversion rate. The obligation of the Luxembourg Borrower to repay the Loan or pledge additional cash to the Lender pursuant to this Section 2.1(f)(ii) shall exclude the outstanding principal balance of the Loan related to Advances or portions thereof which were used pay Administration Cost, together with accrued and unpaid interest thereon.

2.2

Interest and Advance Maturity Date .

(a)

Except as provided in Section 2.2(d), the Loan shall accrue interest at the following annual rate: 7.10%. The Borrowers shall jointly and severally pay to the Lender on the Termination Date all accrued but unpaid interest due under the Loan; provided that the Luxembourg Borrower shall not be liable for the payment of interest accrued on the Loan that is related to the payment of Administration Cost. Interest shall be compounded on the last day of each Interest Period. The interest rate applicable to each Initial Advance shall be the interest rate applicable to all then outstanding Advances at the time such Initial Advance is made, and thereafter shall be determined in accordance with this Section 2.2(a).

(b)

If any payment on the Loan becomes due and payable on a day other than a Business Day, such payment will be extended to the next succeeding Business Day and, with respect to payments of principal of the Loan, interest thereon shall be payable at the then applicable interest rate during such extension.

(c)

All computations of fees shall be calculated on a per annum basis and interest shall be calculated on the basis of a 360-day year, in each case for the actual number of days occurring in the period for which such interest and fees are payable. Each determination by the Lender of an interest rate and fees hereunder shall be final, binding and conclusive on the Borrowers, absent manifest error.

(d)

So long as a Default or Event of Default has occurred and is continuing and at the election of the Lender confirmed by written notice from the Lender to the Borrowers, the interest rate applicable to the Loan shall be increased five percentage points (5.00%) per annum (the “ Default Rate ”), and all outstanding Obligations shall bear interest at the Default Rate. Interest at the Default Rate shall accrue from the date that the Lender delivers to the Borrowers (with a copy to MPIC Provider) a written notice of such Default or Event of Default until the date that such Default or Event of Default is cured or waived. Interest at the Default Rate shall be payable upon demand.

(e)

With respect to each Life Policy, all Advances made in respect of such Life Policy, including, with respect to the portion of such Advances relating to the Transaction Fees and MPIC Premium, the Pro-Rata Share thereof allocable to the Life Policy, in each case including all accrued and unpaid interest on such Advances, shall be immediately due and payable on the Advance Maturity Date for such Life Policy.

2.3

Indemnity .

(a)

The Borrowers shall jointly and severally indemnify and hold harmless the Lender and its Affiliates, and each such Person’s respective officers, directors, employees, attorneys, agents and representatives (each, an “ Indemnified Person ”), from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and actual expenses incurred (including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Person including, without limitation, as the result of credit having been extended, suspended or terminated under this Agreement and the other Transaction Documents and the administration of such credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith and any and all reasonable legal costs and actual expenses arising out of or incurred in connection with disputes between or among any parties to any of the Transaction Documents (other than any disputes between the Lender and the Borrowers arising under this Agreement, which disputes and expenses relating thereto shall be addressed as provided in Section 13.7(b)) (collectively, the “ Indemnified Liabilities ”); provided , that no Borrower shall be liable for any indemnification to an Indemnified Person (i) to the extent that any such Indemnified Liability results from that Indemnified Person’s gross negligence, bad faith or willful misconduct, (ii) any tax upon or measured by Net Income on any Indemnified Person, (iii) costs incurred by an Indemnified Person in any action brought by an Indemnified Person under this Agreement against the Borrowers or any Affiliate of the Borrowers in which such Indemnified Person is not successful in the adjudication, arbitration, mediation or other determination of the merits of any such action, including on appeal of any such action and (iv) except as specifically set forth in this Agreement, recourse for credit losses with respect to the Life Policies, specifically including any costs to the extent such costs result from a default by an Insurer with respect to the payment or performance of any Life Policy (including the insolvency of any Insurer or a general inability to pay).

2.4

Fees .

(a)

Origination Fee . With respect to (i) each Life Policy which is listed on the Disbursement Schedule on the date the First Advance is disbursed, on the Borrowing Date of the First Advance and (ii) each Life Policy which is added to the Disbursement Schedule after the date the First Advance is disbursed, on the immediately succeeding Borrowing Date, the Borrowers shall pay (which obligation shall be joint and several) to the Lender an origination fee (the “Origination Fee”) in an amount equal to the product of (A) the face amount of such Life Policy and (B) 0.25%. With respect to each Life Policy, the Origination Fee shall be fully earned when paid and non-refundable and shall be payable only upon the making of the applicable Advance and from the proceeds of such Advance.

(b)

Servicing Fee . With respect to the Initial Advance for each Life Policy, on the related Borrowing Date and on the first Business Day of each 90-day period therafter, the Borrowers shall, pursuant to the Servicing Agreement, pay (which obligation shall be joint and several) to the Servicer a servicing fee (the “ Servicing Fee ”) in an amount equal to the sum of (A) the product of (i) 0.25 (ii) the aggregate face amount of each such Life Policy and (iii) fifteen basis points (.15%) and (B) any other amounts due and payable by the Luxembourg Borrower,

the Policy Subsidiary or the General Partner to the Servicer in accordance with the Servicing Agreement, which other amounts will be provided in writing by the Servicer to the Lender and the Borrowers prior to the Lender making of any Advances to pay such other amounts. The foregoing shall be deemed as a real contract to the benefit of a third party ( echter Vertrag zugunstenDritter ) within the meaning of Section 328 paragraph 1 German Civil Code in favor of the Servicer.

(c)

Structuring Costs . The Borrowers shall reimburse the Lender and the Servicer for any and all attorneys’ fees and structuring costs actually incurred by the Lender and the Servicer in connection with this Agreement and the transactions contemplated hereby (the “ Structuring Costs ”).

(d)

Reserved .

(e)

Payment of Fees . So long as any principal of or interest on the Loan (whether or not due) shall remain unpaid or the Lender shall have any commitment to the Borrowers hereunder and to the extent not paid otherwise, the fees and other expenses set forth in this Section 2.4 and fees payable to _________________ as Collateral Agent and as Securities Intermediary pursuant to the Transaction Documents, in each case, as identified on the Disbursement Schedule (collectively, the “ Transaction Fees ”) shall be payable by the Borrowers from Advances made pursuant to Section 2.1 and the Borrowers hereby request that the Lender make any such Advance the Lender determines is required in its reasonable and good faith discretion.

2.5

Repayment of the Advances . On each Business Day in which amounts are on deposit in the Borrower Account, the Lender (on behalf of the Borrower) shall apply all such amounts to the Obligations in the following order of priority:

(i)

first, (1) if such amounts represent proceeds in respect of a Life Policy, and on such date, the LTV Limit is less than fifty percent (50%), all such amounts to an account designated in writing by the Borrowers, otherwise, to the Lender, in an amount equal to the Collateral Value of such Life Policy, to the payment of accrued and unpaid interest and then to the payment of the outstanding principal balance of the Loan and (2) if such amounts represent other funds, including, without limitation, payments made by MPIC Provider under the MPIC, only to the payment of accrued and unpaid interest in respect of the Loan;

(ii)

second, to the Servicer, to the payment of earned and unpaid Servicing Fees;

(iii)

third, if such amounts represent proceeds in respect of a Life Policy, to the Lender, to the payment of accrued and unpaid interest in respect of the Loan to the extent not paid pursuant to clause (i) above;

(iv)

fourth, to the Lender, to the payment of the outstanding principal balance of the Loan; and

(v)

fifth, to an account previously designated in writing by the Borrowers, any remaining amounts.

2.6

Certain Prepayments . The Borrowers may at any time upon written notice to the Lender (with a copy to MPIC Provider), and subject to the priority of payments set forth in Section 2.5, prepay all or any portion of outstanding principal balance of and accrued but unpaid interest on the Loan by deposit into the Borrower Account of the amount of such prepayment and the related Prepayment Penalty Amount, which notice shall be given at least five (5) Business Days prior to the proposed date of such prepayment. The Borrowers shall not be entitled to reborrow any amount of the Loan that has been prepaid.

2.7

Breakage Costs; Increased Costs; Capital Adequacy; Illegality .

(a)

Breakage Costs . If the First Advance is not made on the proposed Borrowing Date specified in the Disbursement Schedule for any reason other than default by the Lender, the Borrowers hereby agree, jointly and severally, to indemnify the Lender for any Breakage Cost actually incurred by it resulting therefrom.

(b)

Increased Costs . If either (i) the introduction of or any change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the Lender or any of its Affiliates (each of which, an “ Affected Party ”) with any guideline or request from any central bank or Governmental Authority (whether or not having the force of law), (A) shall subject an Affected Party to any tax (except for taxes (including franchise taxes) on the overall Net Income of such Affected Party), duty or other charge with respect to the Collateral, the Capital Stock of the Policy Subsidiary or the Subject Collateral, the obligation to make Advances hereunder, or on any payment made by the Borrowers to the Lender hereunder or (B) shall impose, modify or deem applicable any reserve requirement (including, without limitation, any reserve requirement imposed by the European Central Bank, Deutsche Bundesbank, Bundesverband Deutscher Banken and/or Einlagensicherungsfond des Bundesverbands Deutscher Banken), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Affected Party or (C) shall impose any other condition adversely affecting the Collateral, the Subject Collateral, the Capital Stock of the Policy Subsidiary or the rights of the Lender hereunder, the result of which, in the good faith determination of such Affected Party is to increase the cost to any Affected Party under this Agreement or, in the good faith determination of such Affected Party, the result of which is to reduce the amount of any sum received or receivable by an Affected Party under this Agreement, and, provided that any such cost or reduction is not caused by any Affected Party’s failure to comply with any Applicable Law in effect as of the Closing Date, then upon the demand by such Affected Party, which demand shall be accompanied by a written statement setting forth the basis of such demand in reasonable detail, the Borrowers shall, on a joint and several basis, pay directly to such Affected Party such additional amount or amounts as will, in the reasonable determination of such Affected Party, compensate such Affected Party for such additional or increased cost incurred or such reduction suffered to the extent such additional or increased costs or reduction are incurred or suffered in connection with the Collateral, the Subject Collateral, the Capital Stock of the Policy Subsidiary any obligation to make Advances hereunder, any of the rights of the Lender hereunder, or any payment made hereunder.

(c)

Capital Adequacy . If either (i) the introduction of or any change after the date hereof in or in the interpretation of any Applicable Law or (ii) compliance by any Affected

Party with any law, guideline, rule, regulation, directive or request from any central bank or other Applicable Law (in each case, whether or not having the force of law), including, without limitation, compliance by an Affected Party with any request or directive regarding capital adequacy, has or, in the good faith determination of such Affected Party, would have the effect of reducing the rate of return on the capital of any Affected Party as a consequence of its obligations hereunder or arising in connection herewith to a level below that which any such Affected Party could have achieved but for such introduction, change or compliance (taking into consideration the customary policies of such Affected Party with respect to capital adequacy) by an amount deemed, in the good faith determination of such Affected Party, to be material, and, provided that any such reduction is not caused by any Affected Party’s failure to comply with Applicable Law in effect as of the Closing Date, then from time to time, upon the demand by such Affected Party (which demand shall be accompanied by a statement setting forth the basis for such demand, including calculations thereof in reasonable detail), the Borrowers shall, on a joint and several basis, pay directly to such Affected Party such additional amount or amounts as will compensate such Affected Party for such reduction.

(d)

All amounts payable under Section 2.7(b) or 2.7(c) shall bear interest from the date that is five (5) Business Days after the date of written demand by the Lender until payment in full to the Lender at the applicable interest rate in effect as provided in Section 2.2(a). A certificate of the Lender claiming compensation under Section 2.7(b) or 2.7(c) shall be submitted by the Lender to the Borrowers, setting forth the amount due and the Lender’s reasons for invoking the provisions of Section 2.7(b) or 2.7(c), and shall be final and conclusive (absent manifest error).

2.8

Payments and Computations .

(a)

The Borrowers shall make each payment and prepayment hereunder in respect of principal, interest, expenses, indemnities, fees or other Obligations due from the Borrowers, or the German Borrower, in the case of Obligations related to Administration Cost, to the Lender under this Agreement not later than 11:00 A.M. (Frankfurt time) on the day when due in U.S. dollars to the Lender at its address referred to in Schedule 2.1 or to the account designated in writing to the Borrowers by the Lender from time to time (such account, the “Lender’s Account”) in immediately available, same-day funds. The Borrowers hereby authorize the Lender, if and to the extent payment is not made when due hereunder, to charge from time to time against the Lender’s Account any and all amounts so due. The Borrowers agree to the extent there are insufficient funds in the Lender’s Account to make any payment when due, the Borrowers shall immediately pay to the Lender all fees due that remain unpaid. Payments on Obligations may also be made by (i) application of funds in the Borrower Account as provided in Section 2.5 or (ii) by the making of additional Advances as provided in Section 2.4(e).

(b)

All payments to be made in respect of the Transaction Fees, if any, due to the Lender from the Borrowers hereunder shall be made to the Lender’s Account prior to 11:00 A.M. (Frankfurt time) on the date when due without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by the Borrowers, and without setoff, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue. The Borrowers hereby authorize and direct the Lender to charge the Lender’s Account for all

such Transaction Fees due from the Borrowers hereunder when due. The Borrowers agree that, to the extent there are insufficient funds in the Lender’s Account to make any payment when due, the Borrowers shall immediately pay to the Lender all such Transaction Fees due that remain unpaid.

2.9

Permitted Purposes . The Borrowers hereby agree that they shall not use the proceeds of any Advance made hereunder except for the payment of Transaction Fees, the repayment of certain indebtedness relating to the Life Policies approved by the Lender, the payment of servicing fees, to pay premiums due and payable on the Life Policies, the payment of MPIC Premium and the Commitment Fee, the payment of Administration Cost, or for reimbursement of premiums previously paid on the Life Policies, in each case in accordance with the terms set forth in the Disbursement Schedule, and to pay other amounts set forth on the Disbursement Schedule and approved by the Lender in writing, in its sole and absolute discretion.

SECTION 3
SECURITY INTEREST

3.1

(a)

Each Borrower hereby pledges (verpfändet) and shall cause the Policy Subsidiary to pledge (verpfändet) as security all their respective present and future claims which they have with respect to the Collateral which is governed by German law and the Pledged Rights and Claims to the Lender (the “Pledge”) and the Lender hereby accepts the Pledge. The Borrowers hereby notify the Lender of the pledge created over the Collateral (to the extent the Collateral arises out of the account relationship between the Lender and the Borrowers) and, by signing this Agreement, the Lender acknowledges receipt of such notification.

(b)

The Pledge constitutes a continuing security in order to secure the prompt, full and final discharge of the Obligations owed by the Borrowers to the Lender. Notwithstanding the rights in respect of the Collateral and the Pledged Rights and Claims granted hereunder, prior to the Pledge (or any part thereof) becoming enforceable in accordance with this Section 3.1, the Borrowers shall be entitled to exercise all rights and powers in respect of the Collateral and the Pledged Rights and Claims in accordance with this Agreement and the other Transaction Documents.

(c)

Following the occurrence of an Event of Default which is continuing and has not been remedied or waived and the Obligations becoming due in whole or in part and provided that the requirements set forth in Sections 1273, 1204 et seq. of the German Civil Code (BGB) are satisfied with regard to the enforcement of the Pledge ( Pfandreife ), the Lender may enforce the Pledge (or any part thereof) in any way permitted under the laws of the Federal Republic of Germany, including, without limitation, the right to collect any claims or credit balances (Einziehung) under the Pledge pursuant to Sections 1282 para. 1, 1288 para. 2 German Civil Code (BGB), in all cases, notwithstanding Section 1277 of the German Civil Code (BGB), without the requirement of any prior enforceable title judgment or other instrument ( vollstreckbarer Titel ). The Lender shall notify the Borrowers and MPIC Provider of the Lender’s intention to enforce the Pledge or any part thereof by giving the Borrowers and MPIC Provider not less than seven (7) days prior notice (Androhung). Such notice will not be required if:

(i)

any Borrower has generally ceased to make payments to its creditors; or

(ii)

an attachment on any major part of any Borrower’s assets is made and not discharged or released within a period of thirty (30) days; or

(iii)

any order shall be made by any competent court or other authority or a resolution passed for the dissolution or winding-up of any Borrower or for the appointment of a liquidator or administrator of any Borrower or of all or substantially all of its assets; or

(iv)

any Borrower makes an assignment for the benefit of, or enters into a general assignment with its creditors; or

(v)

any Borrower files a petition for insolvency or is declared insolvent by a court of competent of jurisdiction; or

(vi)

the Lender has grounds to believe that the observance of the notice requirement could adversely affect the legitimate interests ( berechtigte Interessen ) of the Lender.

(d)

Any proceeds received by the Lender on realization of the Pledge shall be applied (i) if and as long as the Intercreditor Agreement remains in full force and effect, in accordance with Section 3.1(d) of the Intercreditor Agreement and (ii) otherwise, in or towards first, the discharge of the Obligations owed to the Lender, the Servicer and other service providers and second, to MPIC Provider.

(e)

Each Borrower hereby waives all defenses ( Einwendungen ) it may have pursuant to Sections 1211 and 770 (1) and (2) of the German Civil Code (BGB), including the defenses of revocation ( Anfechtbarkeit ), set-off ( Aufrechenbarkeit ) and comparable defenses under foreign law. The waiver shall not apply to set-off with counterclaims that are (i) uncontested ( unbestritten ) or (ii) based on an unappealable court decision ( rechtskräftig festgestellt ). Each Borrower waives any right it may have of requiring the Lender to first proceed against or enforce any other rights or security or claim for payment from any person prior to enforcing this Agreement.

(f)

Subject to any release of all or any part of the security interest created hereunder, the Pledge shall remain in full force and effect until the full and final discharge of the Obligations owed to the Lender. The Pledge shall not cease to exist if any payments made in satisfaction of the Obligations owed to the Lender have only temporarily discharged the Obligations owed to the Lender.

(g)

If an amount paid to any the Lender is capable of being avoided or otherwise set aside on the liquidation, administration, winding-up or other similar proceedings in the jurisdiction of the person by whom such payment was made, then such amount shall not be considered to have been finally and irrevocably paid for the purposes hereof.

(h)

Upon full and complete satisfaction of the Obligations owed to the Lender, the Pledge shall automatically terminate and the Lender shall promptly release the Pledge to the Borrowers.

(i)

The Pledge created under this Section 3.1 shall not affect any pledge or other security or right which the Lender has or may have as a result of its general business conditions ( allgemeine Geschäftsbedingungen ) which apply to the Borrowers.

3.2

The Borrowers covenant and agree with the Lender that:

(a)

In the event that the Borrower Account and any amounts deposited therein is evidenced by or consists of negotiable collateral (including, without limitation, letters of credit, letter-of-credit rights, instruments, promissory notes, draft documents or chattel paper (including electronic and tangible chattel paper)), and if and to the extent that perfection or priority of the Lender’s security interest is dependent on or enhanced by possession, the Borrowers, immediately upon the request of the Lender, shall endorse and deliver physical possession of such negotiable collateral or chattel paper to the Lender;

(b)

The Borrowers shall take all steps reasonably necessary to grant the Lender control of all electronic chattel paper in accordance with Applicable Law, in particular Section 126a German Civil Code in connection with the German Signature Act ( Signaturgesetz ) and Section 312e German Civil Code (BGB); and

(c)

If the Borrowers retain possession of any chattel paper or instruments with the Lender’s consent, such chattel paper and instruments shall be marked with the following legend: “This writing and the obligations evidenced or secured thereby are subject to the security interest of ___________________”.

SECTION 4
CONDITIONS PRECEDENT

4.1

Conditions Precedent to the First Advance . The obligation of the Lender to make the First Advance is subject to the condition precedent that the Lender shall have received all of the following, each duly executed and dated as of the Closing Date, in form and substance satisfactory to the Lender:

(a)

Transaction Documents . Duly executed and delivered counterparts of this Agreement and each other Transaction Document, which agreements shall be in full force and effect and all consents, waivers and approvals necessary for the consummation of the transactions contemplated thereby shall have been obtained and shall be in full force and effect, and the Lender shall have received each of the items listed on the List of Closing Documents.

(b)

Resolutions . Certified copies of resolutions or consents for each of the Borrowers, the General Partner and the Policy Subsidiary authorizing or ratifying the execution, delivery and performance of this Agreement and each other Transaction Document to which it is, or will be, a party, together with a copy of the Policy Subsidiary’s and the General Partner’s respective organizational documents.

(c)

Consents, etc . Certified copies of all documents evidencing any necessary consents and governmental approvals required by the Borrowers, the General Partner and the Policy Subsidiary with respect to this Agreement and each other Transaction Document.

(d)

Incumbency and Signatures . A certificate of each Borrower certifying the names of its managers, directors, officer or officers authorized to sign this Agreement and each other Transaction Document to which it is, or will be, a party.

(e)

Good Standing Certificate, Commercial Register . As of a recent date acceptable to the Lender, with respect to each Borrower, an excerpt from the Commercial Register, with respect to the Policy Subsidiary, a good standing certificate issued by the Secretary of State of the State of South Dakota and with respect to the General Partner, a certificate of good standing of a company issued by the Cayman Islands Company Registry.

(f)

Financing Statements . Copies of any UCC-1 financing statements, in form and substance satisfactory to the Lender, to be filed on or before the First Advance, naming the Lender as secured party, and other documents necessary or reasonably requested by the Lender, to evidence the perfection of the Lender’s security interest in the Collateral and the Capital Stock of the Policy Subsidiary and the perfection of the Collateral Agent’s security interest in the Subject Collateral.

(g)

Payment of Fees . Evidence that all fees payable hereunder and all costs and expenses and MPIC Premium then due and payable have been paid or will be paid simultaneously with and using a portion of the proceeds of the First Advance.

(h)

Opinions of Counsel . Opinions of counsel to the Borrowers in form and substance satisfactory to the Lender, if any.

(i)

Policy Account, Custody Account and Borrower Account . Evidence that the Policy Account, the Custody Account and the Borrower Account have been established in accordance with the applicable Transaction Documents.

(j)

MPIC . Evidence that the MPIC is in full force and effect covering all of the Life Policies and that no default has occurred under the MPIC.

(k)

Others . Such other documents as the Lender may reasonably request.

4.2

Conditions Precedent to All Advances . As of the Closing Date and each Borrowing Date, the obligations of the Lender make Advances is subject to the fulfillment of the following conditions:

(a)

The Lender shall have received copies of each Life Policy Documentation Package in respect of each Life Policy.

(b)

(i) The representations and warranties of each Borrower, the Policy Subsidiary, the General Partner and their respective Affiliates contained in this Agreement and in each of the other Transaction Documents, shall be true on and as of the date of the signing of this Agreement and, except for representations and warranties that refer to a specific date, on each Borrowing Date with the same effect as though such representations and warranties had been made on and as of each such date, and, on each such date, no Default or Event of Default under this Agreement or default or event of default under any other Transaction Document shall have occurred and be continuing to exist or would result after giving effect to the requested Advance,

and (ii) each Borrower, the General Partner and the Policy Subsidiary shall be in compliance with the covenants set forth in the Transaction Documents to which it is a party.

(c)

No event or circumstance that could reasonably be expected to have a Material Adverse Effect has occurred and is continuing;

(d)

After giving effect to the requested Advance, the outstanding principal balance of the Loan plus accrued and unpaid interest thereon would not exceed the amount of the Loan Commitment;

(e)

The Termination Date shall not have occurred, nor shall it occur as a result of making such Advance and no breach of this Agreement or any other Transaction Document exists or shall exist;

(f)

Such Advance is in an amount not less than $10,000;

(g)

Except as otherwise permitted pursuant to the second sentence of Section 2.1(a), such Advance will not cause there to be more than one Advance in a month;

(h)

The Lender shall have confirmed (or have received confirmation from the Servicer) that all documents required to be contained in the Life Policy Documentation Package with respect to each Life Policy have been received by the Servicer and the Servicer has verified that each Life Policy Documentation Package is in satisfactory form and in compliance with the requirements of this Agreement and each other applicable Transaction Document;

(i)

The Lender shall have received certification from the Securities Intermediary that it has received all original documents required to be contained in the Life Policy Documentation Package with respect to each Life Policy pursuant to the Securities Account Control Agreement;

(j)

The Lender shall have received such other documents as the Lender may reasonably request or require, regardless of whether the Lender requested such other documents in connection with prior Advances;

(k)

The Lender shall have completed, prior to the Initial Advance for each Life Policy or following any change in the Collateral Value, a due diligence investigation satisfactory to it in its sole and absolute discretion, to the extent the Lender has determined, in its sole and absolute discretion, such investigation to be necessary, with respect to such Life Policy;

(l)

No litigation is pending or, to their actual knowledge, threatened against a Borrower, the General Partner or the Policy Subsidiary which could reasonably be expected to result in a Material Adverse Effect;

(m)

After giving effect to the requested Advance, no LTV Limit Trigger Event shall occur;

(n)

The Policy Subsidiary shall be the proper owner, through the account with the Securities Intermediary in accordance with the Securities Account Control Agreement, of

each Life Policy listed on the Disbursement Schedule as of the related Borrowing Date, acquired in full compliance with the terms of the applicable Transaction Documents and Applicable Law, or the Lender shall have received confirmation from the Servicer that for each Life Policy listed on the Disbursement Schedule as of such Borrowing Date, the Servicer has received confirmation, either verbally via telephone or in written form, from the applicable Insurer that such Insurer has received (whether or not yet processed) the related Change Forms, which Change Forms shall be provided to the Servicer at least seven (7) days prior to the making of the related Initial Advance, other than Change Forms in respect of Life Policies funded with the First Advance, which Change Forms shall be provided within 1 day prior to the proposed date of the First Advance;

(o)

The Lender has received evidence that the MPIC remains in full force and effect and that no default has occurred under the MPIC; and

(p)

After giving effect to the requested Advance, the Euro Converted Loan Amount shall not exceed the LED Limit.

The request (whether actual or deemed to be a request) and acceptance by the Borrowers of the proceeds of an Advance shall be deemed to constitute, as of the date thereof, (1) a representation and warranty by the Borrowers that the conditions in this Section 4 have been satisfied and (2) a reaffirmation by the Borrowers of the granting and continuance of the Lender’s (or the Collateral Agent’s for the benefit of the Lender pursuant to the Intercreditor Agreement) Liens on, and first priority secured interest in, the Collateral, the Capital Stock of the Policy Subsidiary and the Subject Collateral, in each case, pursuant to the Transaction Documents.

SECTION 5
REPRESENTATIONS AND WARRANTIES

As a material inducement to the Lender to make the Loan to the Borrowers and to enter into this Agreement, the Borrowers represent and warrant to the Lender, as of the date hereof and as of each Borrowing Date, that:

5.1

Formation, Qualification and Good Standing . The Luxembourg Borrower is a Société à Responsabilité Limitée, duly incorporated, validly existing and in good standing under Luxembourg law, the German Borrower is a limited liability company, duly incorporated, validly existing and in good standing under German law, the General Partner is a company duly incorporated, validly existing and in good standing under Cayman Islands law with its principal place of business located in the Cayman Islands and the Policy Subsidiary is a limited partnership duly formed, validly existing and in good standing under the laws of the State of South Dakota with its principal place of business located in the Cayman Islands (and none of the Borrowers, the General Partner or the Policy Subsidiary is organized under the laws of any other jurisdiction or Governmental Authority), with power and authority to own their respective properties and to conduct their respective businesses as such properties are presently owned and such businesses are presently conducted. Each of the Borrowers, the General Partner and the Policy Subsidiary is duly licensed or qualified to do business as a foreign entity in good standing in the jurisdiction where its principal place of business and chief executive office are located and in each other jurisdiction in which the failure to be so licensed or qualified would be reasonably

likely to have a Material Adverse Effect. Each Borrower’s exact legal name is that indicated on the signature page hereof. Each of the General Partner’s and Policy Subsidiary’s organizational identification numbers are set forth on Schedule 5.1.

5.2

Power and Authority; Due Authorization . Each of the German Borrower, the Luxembourg Borrower, the General Partner and the Policy Subsidiary has all necessary power, authority and legal right to execute, deliver, and perform its obligations under this Agreement and each of the other Transaction Documents, to borrow on the terms and subject to the conditions herein provided and to grant the Liens hereunder and under the other Transaction Documents, and has taken all necessary action to duly authorize by all necessary action (a) the borrowing hereunder on the terms and conditions of this Agreement, (b) the granting of the Liens hereunder and under the other applicable Transaction Documents and (c) the execution, delivery and performance of this Agreement and each of the other Transaction Documents.

5.3

No Violation . Other than with respect to the Lender, the consummation of the transactions contemplated by this Agreement and the other Transaction Documents and the fulfillment of the terms hereof and thereof will not (a) conflict with, result in any Default or Event of Default or breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, (i) the organizational documents of any of the Borrowers, the General Partner or the Policy Subsidiary, or (ii) any indenture, loan agreement, pooling and servicing agreement, sale agreement, purchase agreement, mortgage, deed of trust, or other agreement or instrument to which a Borrower is a party or by which either of them or any of their respective properties is bound, (b) result in or require the creation or imposition of any adverse claim upon any of their respective properties pursuant to the terms of any such indenture, loan agreement, pooling and servicing agreement, sale agreement, purchase agreement, mortgage, deed of trust, or other agreement or instrument, other than pursuant to the terms of the Transaction Documents, or (c) violate any law or any order, rule, or regulation applicable to any of the Borrowers, the General Partner or the Policy Subsidiary or of any court or of any federal, state or foreign regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over any of the Borrowers, the General Partner or the Policy Subsidiary or any of their respective properties.

5.4

Validity and Binding Nature . This Agreement is, and the other Transaction Documents to which they are a party when duly executed and delivered by each of the Borrowers and the other parties thereto will be, the legal, valid and binding obligation of each of the Borrowers, the General Partner and the Policy Subsidiary, enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general principles of equity.

5.5

Government Approvals . No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority required for the due execution, delivery or performance by each of the Borrowers, the General Partner and the Policy Subsidiary of any Transaction Document to which it is a party remains unobtained or is required (except any recordations required in connection with the perfection of the security interest granted pursuant to this Agreement, the Partnership Interest Pledge Agreement, the Intercreditor Agreement and the Securities Account Control Agreement.

5.6

Solvency . Both before and after giving effect to the transactions contemplated in this Agreement and the other Transaction Documents, each of the Borrowers, the General Partner and the Policy Subsidiary is and will be Solvent.

5.7

Margin Regulations . None of the Borrowers, the General Partner or the Policy Subsidiary is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Advance, directly or indirectly, will be used for a purpose that violates, or would be inconsistent with, Regulations G, T, U and X promulgated by the Federal Reserve Board from time to time.

5.8

Place of Business . The principal place of business and any other place of business of each of the Borrowers, the General Partner and the Policy Subsidiary are as set forth on Schedule 5.8.

5.9

Compliance with Applicable Laws; Licenses, etc .

(i)

Each of the Borrowers, the General Partner and the Policy Subsidiary is in compliance with the requirements of all Applicable Laws.

(ii)

None of the Borrowers, the General Partner or the Policy Subsidiary has failed to obtain any licenses, permits, franchises or other governmental authorizations necessary to the ownership of its properties or to the conduct of its business.

(iii)

Each of the Borrowers, the General Partner and the Policy Subsidiary has complied with all licensure requirements in each state in which it is required to be specifically registered or licensed in order to perform its respective obligations under, and consummate the transactions contemplated by, the Transaction Documents, which violation or failure could reasonably be expected to result in a Material Adverse Effect.

5.10

No Proceedings . There is no order, judgment, decree, injunction, stipulation or consent order of or with any Governmental Authority to which any of the Borrowers, the General Partner or the Policy Subsidiary is subject, and there is no action, suit, arbitration, regulatory proceeding or investigation pending, or, to the actual knowledge of any Borrower, threatened, before or by any court, regulatory body, administrative agency or other tribunal or governmental instrumentality, against any of the Borrower, the General Partner or the Policy Subsidiary that could reasonably be expected to have a Material Adverse Effect; and there is no action, suit, proceeding, arbitration, regulatory or governmental investigation, pending or, to the actual knowledge of any Borrower, threatened, before or by any court, regulatory body, administrative agency, or other tribunal or governmental instrumentality (a) asserting the invalidity of this Agreement or any other Transaction Document, (b) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Transaction Document, or (c) seeking adversely to affect the income tax attributes of any of the Borrowers, the General Partner or the Policy Subsidiary in any applicable jurisdiction, including the United States, Germany, the Cayman Islands and Luxembourg, in each case that could reasonably be expected to have a Material Adverse Effect.

5.11

Investment Company Act, Etc . None of the Borrowers, the General Partner or the Policy Subsidiary is an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

5.12

Eligible Policies . Each Life Policy, the premiums of which are (in whole or in part) funded by Advances, is an Eligible Life Policy; provided , that the Borrowers shall not be deemed to be in breach of the representation in this Section 5.12 so long as no Borrower has any knowledge that the Insured named in such Life Policy is no longer residing in the United States.

5.13

Accuracy of Information . All information heretofore furnished by, or on behalf of, any Borrower, the General Partner, the Policy Subsidiary or any Affiliate thereof to the Lender in connection with any Transaction Document, or any transaction contemplated thereby, is true and accurate in every material respect (without omission of any information necessary to prevent such information from being materially misleading).

5.14

No Material Adverse Change . Since the date of their respective formation, there has been no material adverse change in any Borrower’s, the General Partner’s or the Policy Subsidiary’s (i) financial condition, business or operations or (ii) ability to perform their respective obligations under any Transaction Document to which any Borrower, the General Partner or the Policy Subsidiary is a party.

5.15

Trade Names and Subsidiaries . Except as set forth on Schedule 5.15 , none of Borrowers, the Policy Subsidiary or the General Partner has used any other names, trade names or assumed names. The German Borrower and the Luxembourg Borrower do not have Subsidiaries and do not own or hold directly or indirectly, any equity interest in any Person other than the Luxembourg Borrower, the General Partner or Policy Subsidiary. The Policy Subsidiary does not have any Subsidiaries and does not own or hold, directly or indirectly, any Capital Stock in any Person.

5.16

Operation of Business . Each of the Borrowers, the General Partner and the Policy Subsidiary possesses, in full force and effect, all franchises, patents, licenses, trademarks, trademark rights, trade names, trade name rights, trade secrets, fictitious name authorizations or certificates and copyrights to conduct their business as now conducted, without, to the best of the Borrowers’ knowledge, any conflict with the franchises, patents, licenses, trademarks, trademark rights, trade names, trade name rights, trade secrets, fictitious name authorizations or certificates and copyrights of others, the failure of which to possess could reasonably be expected to have a Material Adverse Effect.

5.17

Ventures; Capital Stock and Indebtedness . None of the Borrowers, the Policy Subsidiary or the General Partner is engaged in any joint venture or partnership with any Person and has no Subsidiaries (except in the case of the German Borrower, the Luxembourg Borrower and in the case of the Luxembourg Borrower, the Policy Subsidiary and any other entities previously disclosed to the Lender in writing). There are no outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Borrower, the General Partner or the Policy Subsidiary may be required to issue, sell, repurchase or redeem any of their respective Capital Stock or other equity securities or any Capital Stock or other equity securities of their respective Subsidiaries. Except for the repayment of certain indebtedness relating to the

Life Policies approved by the Lender, all outstanding Indebtedness and Guaranteed Indebtedness of the Borrowers, the General Partner and the Policy Subsidiary as of the date hereof (except for the Obligations) is described in Section 7.5, all of such Indebtedness and Guaranteed Indebtedness is not secured by the Collateral or the Subject Collateral and the lenders thereunder have no interest therein whatsoever.

5.18

Nature of Business . Each of the General Partner and the Policy Subsidiary is exclusively engaged in transactions contemplated by this Agreement, the other Transaction Documents, including, without limitation, Permissible Sales of Life Policies, and other documentation entered into with the Lender from time to time. Except for the activities permitted under Section 7.2, the Borrowers are exclusively engaged in the transactions contemplated by this Agreement and the other Transaction Documents.

5.19

Taxes .

(a)

All tax returns, reports and statements, including information returns, required by any Governmental Authority to be filed by the Borrowers, the General Partner, the Policy Subsidiary or any other entity in which any of the foregoing entities may be consolidated in such tax returns, reports and statements (collectively, the “ Borrower Parties ”) have been filed when due with the appropriate Governmental Authority, all such tax returns, reports and statements are true, correct and complete in all material respects, and all taxes, assessments and other charges due with such tax returns, reports and statements have been paid prior to the date on which any fine, penalty, interest or late charge may be added thereto for nonpayment thereof (or any such fine, penalty, interest or late charge has been paid). There are no Liens for taxes, assessments or other charges (other than for such amounts not yet due and payable) upon any assets of the Borrower Parties. No adjustment relating to such tax returns, reports or statements has been proposed formally (whether verbally or in writing) or informally (in writing) by any Governmental Authority and, to the knowledge of the Borrowers, no basis exists for any such adjustment. Proper and accurate amounts have been withheld by the Borrower Parties from their employees, independent contractors, creditors, members, partners and other third parties for all periods in compliance in all material respects with all Applicable Laws and such withholdings have been timely paid to the respective Governmental Authorities.

(b)

No Borrower Party or any of their predecessors, if any, are liable to any Governmental Authority for any taxes, assessments or charges: (i) under any agreement (including any tax sharing agreements) or (ii) to the Borrowers’ knowledge, as a transferee. As of the Closing Date, no Borrower Party has agreed or been requested to make any adjustment under IRC Section 481(a), by reason of a change in accounting method or otherwise, which would have a Material Adverse Effect.

5.20

Ownership and Liens . Each of the Borrowers and the Policy Subsidiary has rights in or the power to pledge the applicable Collateral and has good and valid title to all of its properties and assets, including, without limitation, the applicable Collateral. The Lien granted by the Borrowers to the Lender in Section 3.1 constitutes a valid Lien in the Collateral, subject to no other Liens except for Permitted Liens. This Agreement and the other applicable Transaction Documents create a valid and continuing perfected security interest in the Collateral, the Capital Stock of the Policy Subsidiary and the Subject Collateral, which security interest is prior to all

other Liens (other than Permitted Liens described in Section 7.1(a)) and is enforceable as such against each Borrower’s and the Policy Subsidiary’s respective creditors in accordance with the respective terms of the Agreement and such other applicable Transaction Documents, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally and by general principles of equity. Other than the security interest granted to the Lender under this Agreement and the other Transaction Documents, and the subordinate lien granted pursuant to the Intercreditor Agreement, no Borrower has pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral, the Capital Stock of the Policy Subsidiary or the Subject Collateral. Neither Borrower is aware of any judgment or tax lien filings against it.

5.21

Approvals . No consent or approval of any Person, landlord, or mortgagee, no waiver of any Lien, and no consent, license, approval, or authorization of or registration, qualification, designation, declaration or filing (except any recordations required in connection with the perfection of the security interest granted in Section 3.1) with any Governmental Authority on the part of any Borrower, the General Partner or the Policy Subsidiary are required in connection with its execution, delivery, and performance of this Agreement or the consummation of any other transactions contemplated hereby.

5.22

Name Change, Mergers . The Borrowers, the General Partner and the Policy Subsidiary have never (a) changed their names, except as previously disclosed in writing to the Lender, (b) been the surviving entity of a merger or consolidation, or (c) acquired all or substantially all of the assets of any Person.

5.23

Location of Life Policies and Books and Records .

(a)

The original Life Policy Documentation Packages for each Life Policy are held pursuant to the Securities Account Control Agreement.

(b)

All of the records of the Borrowers and the Policy Subsidiary relating to the Collateral, and the other books, records, journals, orders, receipts, and correspondence are located at the Borrowers’ and the Policy Subsidiary’s respective principal place of business set forth on Schedule 5.8.

5.24

MPIC . The MPIC is in full force and effect and no default has occurred thereunder.

5.25

Reserved .

5.26

Policy Subsidiary . The Luxembourg Borrower and the General Partner are the sole owners of 100% of the Capital Stock in the Policy Subsidiary and none of them is a party to any option, warrant, right, contract, call, put or other agreement or commitment providing for the disposition or acquisition of any such Capital Stock, nor are any of them a party to any voting trust, proxy or other agreement or under-standing with respect to the voting of any such equity Capital Stock.

5.27

Material Agreements . Except for the Transaction Documents or as set forth on Schedule 5.18 , none of the Borrowers, the Policy Subsidiary or the General Partner is a party to

any material lease, contract, agreement, understanding or commitment of any kind (including without limitation all agreements which, if breached, could reasonably be expected to directly or indirectly have a Material Adverse Effect), and to the best of the Borrowers’ actual knowledge, (a) all parties to all such material leases, contracts, agreements, understandings and commitments, have complied with the provisions thereof, (b) no such party is in default under any provision thereof, and (c) no event has occurred which, but for the giving of notice or the passage of time, or both, would constitute a default thereunder, in each case, where such default could reasonably be expected to have a Material Adverse Effect.

5.28

No Default; No Event of Defaults . There has occurred no event which constitutes a Default or an Event of Default.

5.29

ERISA . None of the Borrowers, the General Partner or the Policy Subsidiary is subject to Title I of ERISA.

5.30

Opinions . The facts regarding the Borrowers, the General Partner, the Policy Subsidiary, their respective Affiliates, the Collateral, the Capital Stock of the Policy Subsidiary, the Subject Collateral and related matters set forth or assumed in the opinions of counsel, if any, delivered in connection with this Agreement or the other Transaction Documents are true and correct in all material respects.

SECTION 6
AFFIRMATIVE COVENANTS

As a material inducement to the Lender to make the Loan to Borrowers, and to enter into this Agreement, from the date hereof until the later of (i) the first day following the Final Maturity Date, and (ii) payment in full of all Obligations of the Borrowers owing to the Lender, the Borrowers covenant and agree with the Lender that:

6.1

Maintain Existence . Each Borrower shall, and shall cause each of the Policy Subsidiary and the General Partner to, preserve and keep in full force and effect their existence and all franchises, rights, and privileges necessary for the proper conduct of their business, including, without limitation, all necessary franchises, patents, licenses, trademarks, trademark rights, trade name rights, trade secrets, fictitious name authorizations, or certificates and copyrights without any conflict with such franchises, patents, licenses, trademarks, trademark rights, trade name rights, trade secrets, fictitious name authorizations or certificates and copyrights of others.

6.2

Delivery of Corporate Documents . Each Borrower shall and shall cause the General Partner to promptly deliver to the Lender copies of any amendments or modifications to any of their respective formation documents. Further, each Borrower shall cause the Policy Subsidiary promptly to deliver to the Lender copies of any amendments or modifications to its certificate of formation, certificate of registration or authorization, and limited partnership agreement, certified with respect to (a) the certificate of formation, by the Secretary of State of the state of formation, (b) the certificate of registration or authorization in any jurisdiction where the Policy Subsidiary is or may be registered or authorized to conduct business as a foreign

limited partnership, by the Secretary of State of such jurisdiction, and (c) the limited partnership agreement, by the secretary, if one, otherwise the partners, of the Policy Subsidiary.

6.3

Compliance with Laws .

(a)

Each Borrower shall, and shall cause each of the General Partner and the Policy Subsidiary to, comply with all Applicable Laws.

(b)

Each Borrower shall submit all information documentation and evidence required for the authentication examination and ascertainment of such Borrower, according to Section 1 paragraph 6 of the German Anti-Money Laundering Act ( Geldwäschegesetz ) and Section 154 of the German Tax Levy Regulations ( Abgabenordnung ). On demand of the Lender, each Borrower shall provide the Lender immediately with all information, documentation, and evidence (in particular all evidence required according to Section 18 of the German Banking Act ( Kreditwesengesetz )) deemed necessary for the fulfillment of regulatory obligations of identification during the term of the Loan. In particular, the Borrowers shall immediately notify the Lender as soon as action is taken for a "Beneficial Owner" in terms of the German Anti-Money Laundering Act or in case of any changes with regard to the identity of any Borrower.

(c)

The Borrowers shall, and shall cause the Policy Subsidiary and the General Partner to, (i) ensure that none of their respective members, partners or other owners shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control (“ OFAC ”), the Department of the Treasury or included in any Executive Orders, (ii) not to use or permit the use of the proceeds of the Loan to violate any of the foreign asset control regulations of OFAC or other Applicable Law, (iii) to comply with all applicable Bank Secrecy Act laws and regulations, as amended from time to time, and (iv) otherwise to comply with the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 as required by federal law and the Lender’s policies and practices notice of which the Lender has provided to the Borrowers. The Borrowers shall deliver to the Lender any certification or other evidence reasonably requested from time to time by the Lender confirming each Borrower’s, the Policy Subsidiary’s and the General Partner’s compliance with this Section 6.3(c).

6.4

Payment of Taxes . Each Borrower shall, and shall cause the Policy Subsidiary and the General Partner to, pay and discharge, as they become due, all taxes, assessments, debts, claims and other governmental or non-governmental charges lawfully imposed upon them or incurred by them or their properties and assets, including, without limitation, lawful claims for labor, materials and supplies which, if unpaid might become a Lien or a charge upon any of the assets of a Borrower, the Policy Subsidiary or the General Partner, including, without limitation, the Collateral, provided, however, that a Borrower, the Policy Subsidiary and the General Partner shall have the right to contest any such taxes, assessments, debts, claims and other charges in good faith so long as adequate reserves are maintained in accordance with (a) the German Commercial Code or (b) GAAP or IFRS, as applicable.

6.5

Maintenance of Properties and Assets . Each Borrower shall, and shall cause the Policy Subsidiary and General Partner to, maintain, preserve and keep all their respective

properties and assets, including, without limitation, the Collateral and the Subject Collateral, and make, or cause to be made, all renewals, replacements, substitutions, additions, betterments, and improvements thereto, so that all such properties and assets shall at all times be properly preserved and maintained. For the avoidance of any doubt, if any premium payment is required to be made to maintain any Life Policy in full force and effect and to prevent any Life Policy from entering into a grace period and, at such time, the Lender is not required to make any Advances in respect of such Life Policy, then the Borrowers shall, and shall cause the Policy Subsidiary to, make any and all such premium payments.

6.6

Insurance . Each Borrower shall maintain, with reputable insurance companies, such insurance on their properties and assets, including, without limitation, the Collateral, against such casualties and in such amounts as is acceptable to the Lender and as may be requested by the Lender from time to time, and is customarily maintained by similar businesses including, without limitation, insurance against fire, casualty, all-risk, general liability, business interruption and such other risks as are customary to similar businesses, but in no event less than required by law. All insurance policies providing for property insurance coverage and business interruption insurance shall name the Lender as a loss payee and all insurance policies providing for liability coverage shall name the Lender as an additional insured. All such policies of insurance shall provide for at least thirty (30) days advance notice in writing to the Lender of any cancellation or modification thereof. If a Borrower fails to pay the premiums on any such insurance, the Lender shall have the right (but shall be under no duty) to pay such premiums for the Borrowers’ account. Each Borrower shall, and shall cause the Policy Subsidiary to, repay to the Lender any sums which the Lender shall have so paid, together with interest thereon at the Default Rate, from the time of payment by the Lender until repaid. Each Borrower shall deliver to the Lender annually, on the anniversary of the Closing Date, and at other times upon the Lender’s request, a certificate evidencing the insurance coverage then in effect, and a detailed list of insurance then in effect stating the names of the insurance companies, the amounts and rates of the insurance, dates of expiration thereof, and the properties and risks covered thereby, and within fifteen (15) days after notice from the Lender, obtain such additional insurance as the Lender may reasonably request.

6.7

Litigation . Each Borrower shall, and shall cause the Policy Subsidiary and the General Partner to, promptly notify the Lender of:

(a)

any litigation, administrative proceedings, audits, actions, proceedings, claims or investigations pending or threatened in writing, conducted or to be conducted by the Internal Revenue Service or German, Luxembourg or Cayman Islands tax authority, actions, proceedings, claims or investigations pending or threatened in writing against a Borrower, the Policy Subsidiary or the General Partner or the entry of any judgment against a Borrower, the Policy Subsidiary or the General Partner in excess of Twenty Five Thousand ($25,000.00) Dollars per incident, whether or not insured against;

(b)

the entry of any judgment against a Borrower, the Policy Subsidiary or the General Partner or the entry of any Liens, other than Permitted Liens, against any of the Collateral, the Capital Stock of the Policy Subsidiary or the Subject Collateral; and

(c)

any violation by a Borrower, the Policy Subsidiary or the General Partner of any Applicable Law which may reasonably be expected to have a Material Adverse Effect.

6.8

Books and Records . Unless notice is given to the Lender and MPIC Provider in advance of, and the Lender consents in writing to, removal of the books, records, journals, orders, receipts, and correspondence relating to this Agreement, to another location (which consent shall not be unreasonably withheld, delayed or conditioned by the Lender) each Borrower shall, and shall cause the Policy Subsidiary and the General Partner to, keep their records relating to this Agreement and the other Transaction Documents, and their other books, records, journals, orders, receipts and correspondence, only at the principal places of business set forth on Schedule 5.8.

6.9

Change of Principal Place of Business Location . Each Borrower shall, and shall cause the Policy Subsidiary and the General Partner to, promptly notify the Lender and MPIC Provider of (a) any change of location of their existing places of business, (b) the addition of any new place of business or inventory storage facility and (c) the elimination of any existing place of business or inventory storage facility.

6.10

Financial Reporting Requirements .

(a)

The Borrowers shall deliver and/or cause to be delivered to the Lender and MPIC Provider the following:

(i)

Within 30 days after the end of each quarterly fiscal period (commencing with the first quarterly fiscal period in which this Agreement is executed and continuing until all of the Obligations of the Borrowers to the Lender are fully paid and satisfied), a consolidated and consolidating set of unaudited financial statements of the Borrowers, the Policy Subsidiary and the General Partner and prepared in accordance with (a) the German Commercial Code or (b) GAAP or IFRS, as applicable, for the preceding quarterly fiscal period. Such financial statements shall include a balance sheet of the Borrowers, the General Partner and the Policy Subsidiary and the related consolidated and consolidating statements of income, stockholder’s equity and cash flows;

(ii)

Within 120 days after the end of each fiscal year of the Borrowers (commencing with the fiscal year in which this Agreement is executed and continuing until all of the Obligations of the Borrowers to the Lender are fully paid and satisfied), a consolidated and consolidating set of audited financial statements of the Borrowers, the Policy Subsidiary and the General Partner reviewed by an independent certified public accountant and prepared in accordance with (a) the German Commercial Code or (b) GAAP or IFRS, as applicable, as of the end of such fiscal year. Such financial statements shall include a balance sheet and the related consolidated and consolidating statements of income, stockholder’s equity and cash flows thereof for such year, and shall include a statement of their examination and stating whether their examination has disclosed the existence of any condition or event which constitutes (or would after notice or lapse of time, or both, constitute) an Event of Default, and if so, specifying the nature and period of existence thereof; and

(iii)

Such additional financial statements or information of the Borrowers, the Policy Subsidiary and the General Partner as the Lender or MPIC Provider shall reasonably require.

6.11

Notices with Respect to the Life Policies .

(a)

The Borrowers shall promptly deliver and/or caused to be delivered to the Lender and MPIC Provider the following:

(i)

copies of any and all reports, certifications, notices and any other documents delivered in connection with the Servicing Agreement, the Intercreditor Agreement, the MPIC and the Securities Account Control Agreement;

(ii)

copies of any and all documents received by any Borrower, the Policy Subsidiary, the Collateral Agent or the Securities Intermediary from an Insurer; and

(iii)

any additional information relating to the Life Policies as the Lender or MPIC Provider shall reasonably require.

6.12

Fees and Expenses in Protecting Rights . If, during the occurrence and continuance of an Event of Default, the Lender employs counsel or any other professionals or consultants for advice or other representation relating to such Event of Default:

(a)

with respect to any of the Collateral, the Capital Stock of the Policy Subsidiary, the Subject Collateral, or the obligations of the Borrowers, the General Partner or the Policy Subsidiary under this Agreement or any other Transaction Document;

(b)

to represent the Lender in any litigation, contest, dispute, suit or proceeding or to commence, defend or intervene or to take any other action in or with respect to any litigation, contest, dispute, suit or proceeding (whether instituted by the Lender, a Borrower or any other Person) in any way or respect relating to any of the Collateral, the Subject Collateral, or the obligations of any Borrower, the General Partner or the Policy Subsidiary under this Agreement or any other Transaction Document;

(c)

to protect, collect, sell, liquidate otherwise dispose of any of the Collateral or the Subject Collateral in accordance with this Agreement or any other Transaction Document or Applicable Law;

(d)

to attempt to or to enforce the Lender’s or the Collateral Agent’s Liens upon any of the Collateral, the Capital Stock of the Policy Subsidiary or the Subject Collateral, as applicable, in accordance with this Agreement or any other Transaction Document or Applicable Law; and/or

(e)

in otherwise protecting, enforcing or exercising its interests, rights or remedies created by, or connected with or provided in this Agreement, or performance pursuant to this Agreement;

then, the reasonable attorneys’ fees, costs and actual expenses arising from such services, and all other reasonable expenses, costs and charges of the Lender in any way or respect arising in connection with or relating to any of the events described in this Subsection shall be added to the amount of the Obligations of any Borrower to the Lender. Any of the amounts payable hereunder by the Borrowers may be paid by the Lender, and if and when so paid, shall be deemed to be Advances under the Loan.

6.13

Financial Records in Accordance with German Commercial Code, GAAP or IFRS . The Borrowers shall, and shall cause the Policy Subsidiary and the General Partner to, at all times and in accordance with the German Commercial Code, GAAP or IFRS, as applicable, keep complete and accurate books and records concerning their business, affairs and operations and concerning their properties and assets, including, without limitation, the Collateral, the Capital Stock of the Policy Subsidiary and the Subject Collateral.

6.14

Legends on Books and Records . The Borrowers shall, and shall cause the Policy Subsidiary and the General Partner to, promptly make, stamp or record such entries or legends on each Borrower’s and the Policy Subsidiary’s and the General Partner’s applicable internal books and records, chattel paper or on any of the other Collateral and the Subject Collateral as the Lender shall request from time to time to indicate and disclose that the Lender has a security interest in the Collateral and the Capital Stock of the Policy Subsidiary and the Collateral Agent for the benefit of the Lender has a security interest in the Subject Collateral.

6.15

Inspection or Examination of Properties and Assets . The Borrowers shall, and shall cause the Policy Subsidiary and the General Partner to, during normal business hours and upon reasonable prior written notice to the Borrowers, the General Partner and the Policy Subsidiary, as applicable, permit the Lender or its designees to inspect or examine the properties and assets of the Borrowers, the General Partner and the Policy Subsidiary relating to the Collateral, the Capital Stock of the Policy Subsidiary, the Subject Collateral and the ability of the Borrowers, the General Partner and the Policy Subsidiary to satisfy their respective obligations under this Agreement and the other Transaction Documents, and further to examine, check, audit, make copies of or extracts from any of a Borrower’s, the General Partner’s or the Policy Subsidiary’s books, records, journals, receipts, orders, correspondence or other data relating to the Collateral, the Capital Stock of the Policy Subsidiary or the Subject Collateral, and independently to verify the orders and accounts receivable of a Borrower, the General Partner or the Policy Subsidiary. So long as an Event of Default has not occurred and is not continuing, the inspection and examination rights granted pursuant to this Section 6.15 shall be exercised by the Lender not more than two (2) times per calendar year. Any and all costs and expenses incurred by the Lender in connection with any inspection or examination conducted by the Lender in accordance with this Section 6.15 shall be the sole responsibility of the Borrowers; provided , however , that such costs and expenses shall not exceed € 10,000.

6.16

Use of Loan Proceeds . No proceeds of any Advance will be used for a purpose that violates or would be inconsistent with, Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time.

6.17

Further Assurances . The Borrowers shall, and shall cause the Policy Subsidiary and the General Partner to, procure and deliver to the Lender or execute any security agreement,

financing statement or other writing necessary to evidence, preserve, protect or enforce the Lender’s rights and interests to or in the Collateral or the Capital Stock of the Policy Subsidiary or in any other collateral agreed to by the parties.

6.18

Change in Financial Condition . The Borrowers shall notify the Lender within two (2) Business Days of any business development or any change in the financial condition of a Borrower, the General Partner or the Policy Subsidiary or, the effect of could reasonably be expected to have a Material Adverse Effect, or of any material loss or damage to, or material diminution in, or any occurrence which could reasonably be expected to materially adversely affect, the value of any Collateral or the Capital Stock of the Policy Subsidiary.

6.19

Right of Set Off .

(a)

The Borrowers hereby grant to the Lender a right of setoff, as security for all Obligations to the Lender, upon and against the Borrower Account and all deposits therein. At any time, without demand or notice, from and after the occurrence and during the continuance of an Event of Default, the Lender may set off the same or any part thereof and apply the same to any Obligation of the Borrowers to the Lender, even though unmatured and regardless of the adequacy of the Collateral, the Subject Collateral or the Capital Stock of the Policy Subsidiary or any other collateral, securing such Obligations. ANY AND ALL RIGHTS TO REQUIRE THE LENDER TO EXERCISE ITS RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS OF BORROWERS TO THE LENDER, PRIOR TO EXERCISING ITS RIGHT OF SETOFF WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWERS, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED. Without limiting the generality of the foregoing, if at any time the outstanding principal balance of the Loan plus accrued and unpaid interest thereon exceeds the Loan Commitment, the Borrowers shall pay to the Lender, in immediately available funds, the amount of such excess if the Lender so requests, or the Lender may charge such amount against any deposit account of the Borrowers with the Lender; provided that the obligation of the Luxembourg Borrower to pay such excess shall exclude the outstanding principal balance of Advances or portions thereof that were used to pay Administration Cost or any accrued interest thereon.

(b)

To the extent reasonably available to a Borrower or otherwise in a Borrower’s actual possession or control, each Borrower shall deliver to the Lender (i) all instruments and chattel paper (including all executed copies thereof, except such executed copies retained by the obligors thereunder) representing the Collateral, the Capital Stock of the Policy Subsidiary or the Subject Collateral, (ii) promptly at the Lender’s written request, copies or originals of all Life Policy Documentation Packages, original contracts, and any other material writings relating thereto, and other material writings or evidence of performance of material contracts or services rendered in connection therewith, and (iii) promptly at the Lender’s written request, from time to time, copies of any or all other material information with respect to any of the Collateral, the Capital Stock of the Policy Subsidiary and the Subject Collateral and such material schedules and other writings, as the Lender may in its reasonable discretion deem to be necessary or effectual to evidence any loan made pursuant to this Agreement or to evidence, enforce or perfect the Lender’s security interest in the Collateral or the Capital Stock of the Policy Subsidiary or the Collateral Agent’s security interest in the Subject Collateral, to facilitate

collection of the Collateral, the Capital Stock of the Policy Subsidiary or the Subject Collateral, or to carry into effect the provisions and intent of this Agreement, all at the sole expense of the Borrowers.

6.20

Notification of Default or Event of Default . The Borrowers shall notify the Lender and MPIC Provider, in writing, within two (2) Business Days of the occurrence of a Default or an Event of Default, or of any default under the terms of any other written agreement to which a Borrower, the General Partner or the Policy Subsidiary or any Affiliates of the Borrowers are party and which involves total aggregate indebtedness of One Hundred Thousand ($100,000.00) Dollars or more, and of the nature and period of existence of such Default or Event of Default under this Agreement, or any such default under any other agreement.

6.21

Payment of Obligations . The Borrowers shall, jointly and severally, make full and timely payment of the principal, interest and other charges due and owing to the Lender pursuant to any Obligations of any Borrower to the Lender arising pursuant to this Agreement or the other Transaction Documents; provided that the Luxembourg Borrower shall have no obligation for the repayment of Obligations that represent Advances or portions thereof made to pay Administration Cost or any accrued interest thereon.

6.22

Reserved .

6.23

Compliance With Transaction Documents . Each Borrower shall, and shall cause the Policy Subsidiary and the General Partner to, observe, perform and comply with, and shall continue, until all Obligations of the Borrowers to the Lender pursuant to this Agreement are fully paid and satisfied, to observe, perform and comply with, all of the material terms and conditions of the Transaction Documents.

6.24

Payments to the Policy Account . Each Borrower shall cause the Policy Subsidiary and the General Partner to, direct, or pursuant to the Securities Account Control Agreement shall cause the Securities Intermediary to direct, all Insurers to remit payment of any proceeds of each Life Policy to the Securities Intermediary for its deposit thereof into the Policy Account (or if such Life Policy is a Fractionalized Policy, the Policy Subsidiary’s Percentage Interests in such Proceeds), and (i) unless the Intercreditor Agreement remains in full force and effect, pursuant to the Securities Account Control Agreement, the Policy Subsidiary shall cause the Securities Intermediary to transfer all amounts on deposit in such Policy Account that relate to proceeds of any Life Policy, within one Business Day (or, if funds are received by check, within two Business Days), into the Borrower Account and (ii) if the Intercreditor Agreement is in full-force and effect, the Collateral Agent shall distribute such funds in accordance with the Intercreditor Agreement.

6.25

Maintenance of Separate Existence .

(a)

Each Borrower shall, and shall cause the Policy Subsidiary and the General Partner to, take all reasonable steps to continue its identity as a separate legal entity and to make it apparent to third Persons that it is an entity with assets and liabilities distinct from those of any Affiliated Entity or any other Person, and that it is not a division of any Affiliated

Entity or any other Person. In that regard, and without limiting the foregoing in any manner, each Borrower shall, and shall cause the Policy Subsidiary and the General Partner to:

(i)

maintain its (A) Société à Responsabilité Limitée existence with respect to the Luxembourg Borrower, (B) limited liability company existence with respect to the German Borrower, (C) company existence with respect to the General Partner and (D) limited partnership existence, with respect to the Policy Subsidiary, and in each case make independent decisions with respect to its daily operations and business affairs and, other than pursuant to the terms of the limited partnership agreement of the Luxembourg Borrower, the limited liability company agreement of the German Borrower, the operating agreement of the General Partner or the limited partnership agreement of the Policy Subsidiary, as applicable, not be controlled in making such decisions by any other Affiliated Entity or any other Person;

(ii)

Reserved ;

(iii)

maintain its assets in a manner which facilitates their identification and segregation from those of any of the other Affiliated Entities;

(iv)

conduct all intercompany transactions with the other Affiliated Entities on terms which the Borrowers reasonably believe to be on an arm’s length basis;

(v)

not guarantee any obligation of any of the other Affiliated Entities, except as disclosed on Schedule 5.27 hereof, nor have any of its obligations guaranteed by any other Affiliated Entity or hold itself out as responsible for the debts of any other Affiliated Entity or for the decisions or actions with respect to the business and affairs of any other Affiliated Entity;

(vi)

not commingle or pool any of its funds or other assets with the assets of any other Affiliated Entity;

(vii)

maintain separate deposit and other bank accounts to which no other Affiliated Entity has any access;

(viii)

maintain financial records which are separate from those of the other Affiliated Entities;

(ix)

compensate (either directly or through reimbursement of its allocable share of any shared expenses) all employees, consultants and agents, and Affiliated Entities, to the extent applicable, for services provided to a Borrower, the Policy Subsidiary or the General Partner, as applicable, by such employees, consultants and agents or Affiliated Entities, in each case, from a Borrower’s, the Policy Subsidiary’s or the General Partner’s own funds, as applicable;

(x)

have agreed with each of the other relevant Affiliated Entities to allocate among themselves shared overhead and corporate operating services and expenses on the basis of actual use or the value of services rendered, and otherwise on a basis reasonably related to actual use or the value of services rendered;

(xi)

pay for its own account for accounting and payroll services, rent, lease and other expenses (or its allocable share of any such amounts provided by one or more other Affiliated Entity) and not have such operating expenses (or a Borrower’s, the Policy Subsidiary’s or the General Partner’s, as applicable, allocable share thereof) paid by any of the Affiliated Entities;

(xii)

maintain adequate capitalization in light of its business and purpose;

(xiii)

conduct all of its business (whether in writing or orally) solely in its own name through its duly authorized officers, employees and agents;

(xiv)

not make or declare any distributions of cash or property to the holders of its equity securities or make redemptions or repurchases of its equity securities, in either case, on a periodic basis any more frequently than monthly or otherwise, in certain other irregular cases, in accordance with appropriate corporate formalities and consistent with sound business judgment; and all such distributions, redemptions or repurchases shall only be permitted hereunder to the extent that it is not violative of any Applicable Law and that no Event of Default or Default then exists or would result therefrom;

(xv)

otherwise practice and adhere to corporate formalities such as complying with its constitutive documents and member and manager resolutions, the holding of regularly scheduled meetings of members and managers, and maintaining complete and correct books and records and minutes of meetings and other proceedings of its members and managers; and

(xvi)

not fail to maintain all policies and procedures or take or continue to take all actions necessary or appropriate to ensure that all factual assumptions set forth in opinions of counsel of the Borrowers, the Policy Subsidiary, the General Partner or their respective Affiliates delivered in connection herewith or the other Transaction Documents remain true and accurate at all times.

6.26

Notification of Collateral Value Event . The Borrowers shall notify the Lender, in writing, within two (2) Business Days of the occurrence of a Collateral Value Event, and of the nature and period of existence of such Collateral Value Event.

6.27

Authorizations. Each Borrower shall, and shall cause the Policy Subsidiary to, use its best efforts to ensure that all documentation relating to the disclosure of health information of the Insureds under Applicable Law, which documentation shall be satisfactory to the Lender, names the Lender, the Servicer and/or their respective designees and assignees as an authorized recipient of such health information .

6.28

Change Forms and Prepayment of Loan . With respect to each Life Policy, within 30 days of (i) the Closing Date or (ii) with respect to a Life Policy that is credited to the Custody Account after the Closing Date, the date such Life Policy was so credited, as applicable (such date, the “ Confirmation Date ”), the Borrowers shall ensure that the applicable Insurer has recorded Change Forms for such Life Policy or pursuant to the Servicing Agreement the Servicer shall confirm with the applicable Insurer that such Insurer has undertaken (or will, within a

reasonable time frame, commence undertaking) the processing of such Change Forms and the Servicer believes in good faith that such processing is imminent. Unless otherwise agreed to in writing by the Lender and the Borrowers, if the Securities Intermediary has not received such Change Forms acknowledged by the Insurer by the Confirmation Date (other than as a result of a failure by the Servicer to fulfill its duties under the Servicing Agreement), the Borrowers shall, within one Business Day thereof, prepay all Advances made in respect of such Life Policy, including, with respect to the portion of such Advances relating to the Transaction Fees and MPIC Premium, such Life Policy’s Pro-Rata Share thereof, as determined by the Lender in its sole and absolute discretion, and the Disbursement Schedule shall be amended to reflect the removal of such Life Policy therefrom.

6.29

Life Policies . The Borrowers shall, and shall cause the Policy Subsidiary to, maintain the Life Policies in full force and effect.

6.30

Increased Cost of Insurance, Grace Period . With respect to each Life Policy, if the related Insurer increases its cost of insurance or if the Life Policy goes into a grace period (other than as a result of a failure by the Servicer to fulfill its duties under the Servicing Agreement), in either case the effect of which is that a premium payment due and payable with respect to such Life Policy is greater than the applicable premium payment set forth on the Disbursement Schedule, the Borrowers shall deposit or cause the deposit of funds in the amount of such excess (or if such Life Policy is a Fractionalized Policy, the Borrowers’ portion of such excess, based on the Policy Subsidiary’s Percentage Interest in such Fractionalized Policy) into the Servicer Master Account no later than five (5) Business Days prior to the Lender making an Advance to pay each such premium payment, which funds, together with the proceeds of the related Advance will be used to pay each such premium payment.

6.31

Securities Account Control Agreement . Within five (5) Business Days of a Borrower’s or the Policy Subsidiary’s receipt of written notice from the Lender that the Securities Intermediary or its officers, directors, shareholders or employees are demanding indemnification from the Lender pursuant to Section 5.2(e) of the Securities Account Control Agreement or reimbursement from the Lender pursuant to Section 5.2(f) or Section 5.2(g) of the Securities Account Control Agreement for costs and expenses incurred by the Securities Intermediary for petitioning a court of competent jurisdiction to appoint a successor Securities Intermediary, the Borrowers shall or shall cause the Policy Subsidiary to pay in full the amount needed to satisfy such demand for indemnification or reimbursement and provide written evidence reasonably satisfactory to the Lender that such payment has been made in full.

6.32

MPIC . The Borrowers shall cause the General Partner and the Policy Subsidiary to preserve and keep in full force and effect the MPIC without any default thereunder and shall not cancel the MPIC. The Borrowers shall cause all amounts payable to the General Partner and the Policy Subsidiary under the MPIC to be deposited into the Borrower Account.

6.33

Missing Items . With respect to each Life Policy, the Borrowers shall deliver, or cause the delivery of, to the Lender, the related documents and items listed on Schedule 4.1 within sixty (60) days of the Closing Date. If the Borrowers fail to deliver or cause the delivery of any such documents or items to the Lender by such date, in each case, as the Lender determines in its sole and absolute discretion, then the Borrowers shall, within one Business Day

after the end of such sixty (60) day period, repay all Advances made in respect of such Life Policy, including, with respect to the portion of such Advances relating to the Transaction Fees and MPIC Premium, such Life Policy’s Pro-Rata Share thereof, as determined by the Lender in its sole and absolute discretion, plus accrued and unpaid interest thereon.

SECTION 7
NEGATIVE COVENANTS

As a material inducement to the Lender to make the Loan to the Borrowers and to enter into this Agreement, from the date hereof until the first day following the Final Maturity Date and payment in full of all Obligations of the Borrowers owing to Lender, the Borrowers covenant and agree with the Lender that:

7.1

Permitted Liens . The Borrowers shall not, and shall cause the Policy Subsidiary not to, except as permitted by the Intercreditor Agreement, permit to exist, directly or indirectly, any Liens with respect to any of the Collateral, the Capital Stock of the Policy Subsidiary or the Subject Collateral, other than the Lien created hereby and by the other Transaction Documents and other than the following:

(a)

Liens for taxes not yet due; and

(b)

Liens in favor of the Lender or, for so long as the Intercreditor Agreement remains in full force and effect, Liens in favor of the Collateral Agent thereunder.

7.2

Nature of Business .

(a)

The Borrowers shall not conduct any business other than:

(i)

Using proceeds of the Advances in accordance with the terms of this Agreement;

(ii)

the performance by the Borrowers of all of their respective obligations or any other acts permitted under the Transaction Documents;

(iii)

to engage in any lawful act or activity and to exercise any powers permitted under Luxembourg or German law, as applicable, that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing;

(iv)

to purchase and sell life insurance policies in the ordinary course of business; and

(v)

to engage in any lawful act or activity that is previously disclosed to the Lender and approved by the Lender in writing or as set forth on Schedule 5.18.

(b)

The Borrowers shall cause the Policy Subsidiary and the General Partner not to conduct any business other than:

(i)

performing all of its obligations under the Transaction Documents; and

(ii)

engaging in any lawful act or activity and to exercise any powers permitted under South Dakota or Cayman Islands law, as applicable, that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing.

7.3

Eligible Life Policies . The Borrowers shall not submit or represent to the Lender any assets as Eligible Life Policies which they know or have reason to know do not meet every requirement in every material respect of Eligible Life Policies and shall notify the Lender promptly, in writing, when the Borrowers have actual knowledge that any Eligible Life Policies cease to meet any of those requirements.

7.4

Prohibited Actions . Without the prior written consent of the Lender, the Borrowers shall not, and shall cause the Policy Subsidiary and the General Partner not to:

(a)

Create, incur or assume any liability for borrowed money, except Indebtedness (i) heretofore or hereinafter incurred by the Borrowers to the Lender, (ii) permitted pursuant to Section 7.1 or (iii) subordinated indebtedness on terms and conditions reasonably acceptable to the Lender;

(b)

Create, incur, assume or permit to exist any Guaranteed Indebtedness except liabilities of the Borrowers or the Policy Subsidiary resulting from its endorsement of items or instruments for deposit or collection in the ordinary course of its business;

(c)

Sell, lease, abandon, transfer, or otherwise dispose of, all or any substantial part of the properties or assets of the Borrowers, the Policy Subsidiary or the General Partner, except in the ordinary course of a Borrower’s, the Policy Subsidiary’s or the General Partner’s business or a Permissible Sale;

(d)

Sell, transfer, discount or otherwise dispose of any notes, accounts or accounts receivable, or other rights to receive payment, whether with or without recourse;

(e)

Purchase, lease, or otherwise acquire, the properties or assets, or any interest therein, of any Person, except, in the case of a Borrower, in the ordinary course of business;

(f)

Enter into any sale and leaseback arrangement;

(g)

Consolidate with, merge into, or participate in any joint venture with, or acquire all or substantially all of the property or assets of, any Person, or permit any Person to consolidate with, merge into, or participate in, any joint venture with, or acquire all or substantially all of the property or assets of, a Borrower, the Policy Subsidiary or the General Partner;

(h)

Create, acquire or repurchase the obligations, securities or stock of, or make loans, advances or capital contributions to, any Person;

(i)

At any time when the outstanding principal balance of the Loan is greater than zero, declare or pay any dividend or distributions, in cash or otherwise, on any interests of a Borrower, the Policy Subsidiary or the General Partner, or order, or make, a redemption or other acquisition of any interests of a Borrower, the Policy Subsidiary or the General Partner;

(j)

Make loans or advances to any (i) of its officers, directors or members, or (ii) to any other Person other than a Person of which the German Borrower is a Komplenater where such a loan or advance is made using (1) funds that were held by or on behalf of the Borrowers prior to the date of the making of the First Advance hereunder or (2) proceeds of the Life Policies so long as the outstanding principal balance of the Loan is zero;

(k)

Change its name or state or country of formation, as applicable, or their type of organization;

(l)

Make any investment of capital in any Person either by purchase of stock or securities, contributions to capital, property transfer or otherwise or acquire or agree to acquire by any manner any business or Person, other than in the ordinary course of business and with cash not required to be paid to the Lender or not otherwise reserved by the Borrowers, the Policy Subsidiary or the General Partner for payments required to be made hereunder;

(m)

Enter into or agree to enter into any transaction that is not in the ordinary course of their business;

(n)

Wind-up, liquidate or dissolve its affairs, convey, sell, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its properties or assets (whether now owned or hereafter acquired);

(o)

(1) Commence any case, proceeding or other action under any existing or future bankruptcy, insolvency or similar law seeking to have an order for relief entered with respect to itself, or seeking reorganization, arrangement, adjustment, wind-up, liquidation, dissolution, composition or other relief with respect to itself or its debts, (2) seek appointment of a receiver, trustee, custodian or other similar official for itself or any part of its assets, (3) make a general assignment for the benefit of creditors, (4) take any action in furtherance of, or consenting to or acquiescing in, any of the foregoing, (5) initiate or support the filing of a motion in any bankruptcy or other insolvency proceedings involving any of its Affiliates to substantively consolidate itself with any such Person;

(p)

Amend, modify or otherwise change any of the terms or provisions in its organizational documents as in effect on the date hereof in any manner which could reasonably be expected to have a Material Adverse Effect on the Lender;

(q)

Deposit at any time any proceeds of any Life Policy allocated to the Policy Subsidiary in any bank accounts other than the Lender’s Account, the Policy Account or the Borrower Account; or

(r)

Direct any Person to make, or consent to any remittance thereby of, any payments on any Life Policy to any destination other than the Policy Account.

7.5

Affiliate Transactions . Except as set forth on Schedule 7.5, each Borrower shall not, and shall cause the Policy Subsidiary and the General Partner not to, enter into or be a party to any agreement or transaction with any Affiliate except for the transactions contemplated by, or arising in connection with, the Transaction Documents, provided , that a Borrower may enter into agreements with its Affiliates on an arms-length basis.

7.6

Publishing of Materials . Except for financial reporting to a Borrower’s creditors or as required by Applicable Law or account statements or annual reports (copies of such annual reports shall be promptly delivered to the Lender), each Borrower shall not, and shall cause the Policy Subsidiary and the General Partner not to, publish or disseminate any material in connection with making of Advances as contemplated by this Agreement, unless the Lender shall have consented in writing to the publication or use thereof.

7.7

Permissible Sale . The Borrowers shall not, and shall cause the Policy Subsidiary not to, sell or dispose of any Life Policy except pursuant to a Permissible Sale. The Borrowers shall notify the Lender and MPIC Provider in writing at least seven (7) Business Days prior to such sale and shall certify to the Lender and MPIC Provider that such sale constitutes a Permissible Sale. No Borrower or the Policy Subsidiary may consummate any such sale, unless the Servicer confirms in writing to the Lender and MPIC Provider that such sale is in fact a Permissible Sale. The Servicer shall deliver its written notice regarding such sale no later than three (3) Business Days prior to such sale. Unless the Intercreditor Agreement remains in full force and effect, the Borrowers shall cause the Policy Subsidiary to cause the proceeds of such sale to be deposited directly into the Borrower Account within three (3) Business Days after receipt by the Policy Subsidiary of the proceeds from any such sale. If the Intercreditor Agreement is in full force and effect, the Borrowers shall cause the Policy Subsidiary to cause the proceeds of such sale to be deposited into the Policy Account within three (3) Business Days after receipt by the Policy Subsidiary of the proceeds from any such sale.

7.8

Policy Subsidiary and General Partner . Except as expressly provided herein, the Borrowers shall not take any action in respect of the Policy Subsidiary or the General Partner or any assets owned or held by any of them, without the direction of the Lender.

SECTION 8
EVENTS OF DEFAULT

There shall be an Event of Default by the Borrowers under this Agreement upon the occurrence of one or more of the following, provided , however , that the Lender reserves the right, in its sole and absolute discretion, to deem any Event of Default to not have occurred:

8.1

A Borrower’s failure to pay, when due, on demand or at maturity (whether as stated or by acceleration), as the case may be, any payment of principal, interest or other charges due and owing to the Lender pursuant to any Obligations of such Borrower to the Lender, including, without limitation, those Obligations arising pursuant to this Agreement which non-payment remains unremedied for one (1) Business Day after the earlier of (A) written notice of such failure shall have been given to the Borrowers by the Lender and (B) the date upon which a Borrower, obtained actual knowledge of such failure; provided , however , that an Event of

Default shall not occur if such non-payment is solely a result of the Servicer’s failure to comply with its obligations expressly set forth in the Servicing Agreement.

8.2

A material breach by any Borrower, the Policy Subsidiary, the General Partner or any Affiliate thereof, as applicable, of any covenant contained in this Agreement or in any other Transaction Document or if any warranty or representation contained in this Agreement or in any other Transaction Document given by or on behalf of any Borrower, the Policy Subsidiary, the General Partner or any Affiliate thereof, as applicable, shall be incorrect in any material respect, or if any certificate, report, financial statement or instrument given by or on behalf of any Borrower, the Policy Subsidiary or the General Partner to the Lender shall be incorrect in any material respect, or an event default has occurred and is continuing under any of the other Transaction Documents (any such foregoing occurrence, a “ Breach ”) and (except with respect to Sections 2.1(f)(ii), 4.2(n), 6.28, 6.30, 6.31 or 6.33) such Breach shall continue or not be cured within thirty (30) days of the earlier of (A) written notice by the Lender and (B) actual knowledge of such Breach by the breaching party; provided , however , that an Event of Default shall not occur if such Breach is solely a result of the Servicer’s failure to comply with its obligations expressly set forth in the Servicing Agreement. For the avoidance of doubt, a Breach of Sections 2.1(f)(ii), 4.2(n), 6.28, 6.30, 6.31 or 6.33 shall constitute an immediate Event of Default and the Borrower shall not be entitled to any cure period.

8.3

Upon the occurrence of any one or more of the following:

(a)

dissolution, termination of existence, insolvency, appointment of a trustee, receiver or custodian of all or any part of the properties or assets of any Borrower, the Policy Subsidiary or the General Partner;

(b)

an assignment for the benefit of creditors by, or the commencement of any proceeding under any bankruptcy or insolvency laws of any jurisdiction, by any Borrower, the Policy Subsidiary or the General Partner;

(c)

the commencement of any proceeding under any bankruptcy or insolvency laws of any jurisdiction, against any Borrower, the Policy Subsidiary or the General Partner, and such proceeding remains unstayed for a period of greater than sixty (60) days;

(d)

entering of a final, non-appealable judgment, in excess of Five Hundred Thousand ($500,000.00) Dollars, against any Borrower, the Policy Subsidiary and/or the General Partner, in any case, in any litigation, administrative proceeding, action, proceeding, claim or investigation, unless such final judgment is discharged, bonded or stayed within thirty (30) days from the decree thereof;

(e)

the filing of any state or federal tax lien, (i) in excess of One Hundred Thousand ($100,000.00) Dollars, against any of the properties or assets of any Borrower, the General Partner or the Policy Subsidiary, including, without limitation, any of the Collateral, the Capital Stock of the Policy Subsidiary or the Subject Collateral, provided , however , that the filing of such tax lien shall not be an Event of Default for so long as such filing is being contested in good faith by appropriate proceedings and with respect to which adequate reserves

have been set aside in accordance with (a) the German Commercial Code or (b) GAAP or IFRS, as applicable; or

(f)

a Change of Control without the prior written consent of the Lender.

8.4

The General Partner or the Policy Subsidiary is in default with respect to the MPIC or the MPIC ceases to be in full force and effect for any reason with respect to any of the Life Policies other than Life Policies that have matured or have been sold in accordance with the Transaction Documents or MPIC Provider shall have determined that the General Partner or the Policy Subsidiary has committed fraud or made a misrepresentation to MPIC Provider in connection with its issuance of the MPIC.

8.5

Any Lien created hereunder or under any other Transaction Document shall not be a valid and perfected first priority Lien (except as otherwise permitted herein or therein) in favor of the Lender or the Collateral Agent for the benefit of the Lender pursuant to the Intercreditor Agreement in any of the Collateral, the Capital Stock of the Policy Subsidiary or the Subject Collateral purported to be covered thereby, which circumstance continues for five (5) Business Days.

8.6

Any Borrower, the Policy Subsidiary or the General Partner shall fail to pay any principal of or interest on any Indebtedness in excess of $50,000 (other than Indebtedness incurred pursuant to this Agreement), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default is to accelerate, or permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable or required to be prepaid (other than by a regularly scheduled required prepayment) prior to the stated maturity thereof.

8.7

There shall have been any Material Adverse Effect, which Material Adverse Effect continues for thirty (30) days after the earlier of (A) delivery by the Lender to the Borrowers of written notice setting forth, in reasonable detail, the basis for any such Material Adverse Effect and (B) the date upon which any Borrower obtained actual knowledge of such Material Adverse Effect.

8.8

The occurrence and continuance of an LTV Limit Trigger Event, which remains uncured for seven (7) Business Days after the earlier of (A) written notice of such LTV Limit Trigger Event shall have been given to the Borrowers by the Lender or (B) the date upon which any Borrower obtained actual knowledge of such LTV Limit Trigger Event.

8.9

The failure of any Borrower to make any payments when due to the Lender pursuant to Section 10.4.

SECTION 9
LENDER’S RIGHTS AND REMEDIES

9.1

Upon the occurrence and continuance of an Event of Default and after the expiration of any applicable notice and cure periods without such Event of Default being cured as confirmed by the Lender in writing, the Lender shall have the following rights and remedies to be exercised within the sole discretion of the Lender without further demand, presentation or notice, of any kind:

(a)

The Lender shall have all of those rights and remedies provided in this Agreement and the other Transaction Documents and Applicable Law (including, without limitation, the right to apply any proceeds received by the Lender from the Lender’s exercise of remedies pursuant to this Agreement in accordance with the Intercreditor Agreement);

(b)

The Lender may terminate its obligation to make any further Advances pursuant to this Agreement, or otherwise, and declare all of the Obligations of the Borrowers to the Lender to be immediately due and payable; provided , that, upon the occurrence of an Event of Default pursuant to Section 8.3(a), (b) or (c), the Lender’s obligation to make any further Advances pursuant to this Agreement, or otherwise shall automatically terminate, and all of the Obligations of the Borrowers to the Lender shall become immediately due and payable;

(c)

Require the Borrowers to assemble the Collateral and the Subject Collateral and make it available at the principal place of business or other places of business of the Borrowers or other location convenient to the Lender, to allow the Lender to take possession or dispose of the Collateral and the Subject Collateral, in each case, to the extent permitted under Applicable Law;

(d)

In accordance with Applicable Law, take possession of and, upon notice to the Borrowers and MPIC Provider, sell or otherwise dispose of any or all of the Collateral or the Subject Collateral at public or private sale, the Borrowers agree that ten (10) days notice of any sale or other disposition shall be sufficient, which the Lender and the Borrowers herewith agree to be commercially reasonable and further provided , that (i) the Lender has no obligation to clean-up or otherwise prepare the Collateral or the Subject Collateral for sale, (ii) the Lender may comply with any Applicable Law in connection with a disposition of the Collateral or the Subject Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral or the Subject Collateral, (iii) the Lender may specifically disclaim any warranties of title or the like, and (iv) in the event the Lender sells any Collateral or the Subject Collateral upon credit, which such sale shall require the prior written consent of MPIC Provider, the Borrowers will be credited only with payment actually made by the purchaser, received by the Lender and applied to the Indebtedness of the purchaser.

(e)

To the extent permitted under Applicable Law, subrogate to all of the Borrowers’ interests, rights and remedies in respect to the Collateral or the Subject Collateral, including the right to stop delivery;

(f)

Execute in the name of any Borrower any schedules, assignments, instruments, documents and statements which any Borrower is obligated to give the Lender;

(g)

Receive from all or any accountants and auditors employed by any Borrower at any time during the term of this Agreement copies of any of the Borrowers’ financial statements, trial balances or other accounting records of any sort in its possession, together with any other information concerning the financial status or business operations of the Borrowers;

(h)

Charge interest on the entire outstanding principal balance of the Loan at the Default Rate; and

(i)

The Lender may send a notice of assignment and/or notice of the Lender’s security interest to any and all account debtors or any Person holding or otherwise concerned with any of the Collateral or the Subject Collateral, and the Lender shall have the sole right to enforce the Borrowers’ rights against account debtors and other obligors, including, without limitation, the Borrowers’ waiver of any right it may have to require the Lender to pursue any third party for any of the Obligations or the Collateral or the Subject Collateral, collect the accounts receivables and/or take possession of the Collateral and the Subject Collateral and the books and records relating thereto.

9.2

To the extent that Applicable Law imposes duties on the Lender to exercise remedies in a commercially reasonable manner, the Borrowers acknowledge and agree that it is not commercially unreasonable for the Lender or the Lender acting through the Collateral Agent, as applicable (a) to fail to incur expenses reasonably deemed significant by the Lender to prepare Collateral or the Subject Collateral for disposition, (b) to fail to obtain third party consents for access to Collateral or the Subject Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of Collateral or the Subject Collateral to be collected or disposed of, (c) to fail to exercise collection remedies against account debtors or other persons obligated on Collateral or the Subject Collateral or to remove liens or encumbrances on or any adverse claims against Collateral or the Subject Collateral, (d) to exercise collection remedies against account debtors and other persons obligated on Collateral or the Subject Collateral directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of the Collateral or the Subject Collateral through publications or media of general circulation, whether or not the Collateral is of a specialized nature, in compliance with any applicable privacy laws, (f) to contact other Persons, whether or not in the same business as the Borrowers, for expressions of interest in acquiring all or any portion of the Collateral or the Subject Collateral, (g) to hire one or more professional auctioneers at market rates to assist in the disposition of Collateral or the Subject Collateral, whether or not the collateral is of a specialized nature, (h) to dispose of assets in wholesale rather than retail markets, (i) to disclaim disposition warranties or (j) to the extent deemed appropriate by the Lender, to obtain the services of other brokers, investment bankers, consultants and other third-party professionals at an arm’s length basis and at market rates to assist the Lender in the collection or disposition of any of the Collateral or the Subject Collateral. The Borrowers acknowledge that the purpose of this Section 9.2 is to provide non-exhaustive indications of what actions or omissions by the Lender, or the Lender acting through the Collateral Agent, would not be commercially unreasonable in the Lender’s or the Collateral

Agent’s exercise of remedies against the Collateral or the Subject Collateral and that other actions or omissions by the Lender or the Lender acting through the Collateral Agent shall not be deemed commercially unreasonable solely on account of not being indicated in this Section 9.2. Without limiting upon the foregoing, nothing contained in this Section 9.2 shall be construed to grant any rights to the Borrowers or to impose any duties on the Lender that would not have been granted or imposed by this Agreement or by Applicable Law in the absence of this Section 9.2.

9.3

Without limitation of the Lender’s rights and remedies under this Agreement, the Lender shall have the right, but not the obligation, to exercise any of its rights, set forth in the other Transaction Documents at any time in accordance with the terms thereof.

SECTION 10
COLLATERAL VALUE AND REVIEW

10.1

Collateral Value Event . There shall be a Collateral Value Event upon the occurrence of one or more of the following with respect to a Life Policy:

(a)

The average life expectancy of the Insured under such Life Policy, as evidenced by the life expectancy reports rendered by the medical underwriters and provided to the Lender with respect to such Insured prior to the related Borrowing Date (the “ Initial LE Reports ”), increases by an amount equal to or greater than twenty five percent (25%) from the average life expectancy indicated for such Insured in the Initial LE Reports;

(b)

The applicable Insurer’s insurance financial strength rating is downgraded below “Baa3” by Moody’s or “BBB-” by S&P and the Aggregate Collateral Value of the Life Policies issued by such Insurer is greater than the product of (i) two percent (2%) and (ii) the Aggregate Collateral Value of all the Life Policies;

(c)

Any Person initiates a suit, action or other legal proceeding in respect of such Life Policy based on a claim of violation of insurable interest law, and the Aggregate Collateral Value of all Life Policies for which such a suit, action or other legal proceeding has been initiated and remains pending is greater than the product of (i) two percent (2%) and (ii) the Aggregate Collateral Value of all the Life Policies; or

(d)

The applicable Insurer (i) initiates a suit, action or other legal proceeding challenging its obligation to make the payment of a death benefit with respect to any Life Policy, (ii) denies in writing the payment of a death benefit with respect to any Life Policy after a claim for such payment has been properly filed by the Securities Intermediary with such Insurer or (iii) fails to make the payment of a death benefit with respect to any Life Policy within ninety (90) days after a claim for such payment has been properly filed by the Securities Intermediary with such Insurer.

10.2

Collateral Value Event Consequences. Upon the occurrence of any Collateral Value Event, the Collateral Value of such Life Policies shall be updated as determined by the Lender in its sole discretion, and Schedule 3 shall be revised to reflect such updated Collateral Values.

10.3

Collateral Value Review . If at any time, the outstanding principal balance of the Loan plus accrued and unpaid interest thereon exceeds the LTV Limit, the Borrowers hereby agree to pledge cash to the Lender and/or cause additional Life Policies that are Eligible Life Policies to be credited to the Custody Account, with Collateral Values, as determined by the Lender in its reasonable discretion, such that the LTV Limit exceeds the outstanding principal balance of the Loan plus accrued and unpaid interest thereon; provided that the foregoing obligation of the Luxembourg Borrower to pledge cash or cause additional Life Policies that are Eligible Life Policies to be credited to the Custody Account shall exclude the outstanding principal balance of Advances or portions thereof that were used to pay Administration Cost, together with accrued and unpaid interest thereon.

10.4

Insurer Downgrade; Other Rating Issues .

(a)

If an Insurer’s insurance financial strength rating is downgraded to or below “Baa3” by Moody’s or “BBB-” by S&P, then the Borrowers shall pay, within ten (10) Business Days of such downgrade, to the Lender, all Advances made in respect of the Life Policies issued by such Insurer, including, with respect to the portion of such Advances relating to the Quarterly Servicing Fee, Structuring Costs and MPIC Premium for each Life Policy issued by such Insurer, the Pro-Rata Share thereof allocable to such Life Policies, in each case including all accrued and unpaid interest on such Advances.

(b)

If, as of any date of determination, the aggregate face amount of Life Policies issued by Insurers with a rating below “A-” by a nationally recognized statistical rating agency exceeds ten percent (10%) of the aggregate face amount of all the Life Policies, then the Borrowers shall pay, within ten (10) Business Days of such date of determination, to the Lender, all Advances made in respect of the Life Policies exceeding such 10% limit, including, with respect to the portion of such Advances relating to the Quarterly Servicing Fee, the Structuring Costs and MPIC Premium for each such Life Policy, the Pro-Rata Share thereof allocable to such Life Policies, in each case including all accrued and unpaid interest on such Advances.

10.5

Insureds . If any Borrower has knowledge that an Insured is no longer resident in the United States, such Borrower shall inform the Lender promptly. If the Lender reasonably determines that it would be exceedingly difficult to track the health status of such Insured and obtain a death certificate following such Insured’s death, than the Collateral Value of the Life Policy insuring the life of such Insured shall be reduced to zero, and the Lender shall have no obligation to make any additional Advances in respect of such Life Policy.

SECTION 11
CONFIDENTIALITY

(a)

Confidentiality Provisions . Each Borrower and the Lender each hereby agrees to hold, and use its commercially reasonable efforts to cause its Affiliates and representatives to hold, in strict confidence from any Person (other than any such Affiliate or representative), unless (i) compelled to disclose by judicial or administrative process or by the regulation(s) to which such party is subject or by other requirements of Applicable Law or (ii) disclosed in any action or proceeding brought by a party in pursuit of its rights or in the exercise of its remedies under this Agreement, the terms and conditions of this Agreement and the other

Transaction Documents and the transactions contemplated hereby and thereby; provided that each of such Borrower and the Lender may disclose such information to such Borrower’s or the Lender’s organization, or outside of such Borrower’s or the Lender’s organization, to their respective attorneys, accountants, bankers, financial advisors and other consultants who may be assisting such Borrower or the Lender in connection with this Agreement or the transactions contemplated hereby and who agree to be bound by the non-disclosure provisions of this Section 11 or are otherwise subject to applicable confidentiality requirements; provided , further , that the Lender may also disclose such information to the Lender’s successors, assignees and prospective investors who agree to be bound by the non-disclosure provisions of this Section 11 or are otherwise subject to applicable confidentiality requirements; provided , further , that such Borrower may provide its investors with a general description of the terms of this Agreement on a basis consistent with previous disclosures made by such Borrower to its investors with respect to other credit facilities. The provisions of this Section 11 shall not supersede, and shall be deemed to supplement, any confidentiality agreements that the parties may have executed prior to the date hereof, which provisions thereof shall be controlling and shall be in full force and effect. Notwithstanding anything to the contrary contained herein, nothing in this Section 11 shall prevent or inhibit the Lender in any manner whatsoever from exercising any and all remedies available to it upon the occurrence and continuance of an Event of Default, including, disclosing any information that it would otherwise be required to keep confidential to the extent permitted under Applicable Law.

(b)

Each Borrower acknowledges that insurance laws and regulations and other Applicable Laws are structured to provide confidentiality to Insureds and other Consumers in connection with any Protected Information provided in the course of a life insurance or life settlement transaction, and that it is obliged to keep such information confidential under Applicable Laws.

(c)

No Borrower shall disclose to any third party any Protected Information, except:

(i)

as may otherwise be required or permitted by Applicable Law;

(ii)

in circumstances where the third party recipient has a bona fide reason to receive Protected Information and has executed an undertaking to keep such Protected Information confidential, as may be reasonably required for any disclosure of any Protected Information under any Applicable Law;

(iii)

to such of its employees, agents, internal and outside attorneys, internal and external auditors and representatives as need to know such Protected Information for the performance of their duties related to this Agreement, provided that such employees, agents, attorneys, auditors and/or representatives shall be acting under an express or implied duty of confidentiality to such Borrower at the time of such disclosure; or

(iv)

to MPIC Provider in connection with the MPIC and to the Lender and/or the Servicer.

SECTION 12
SUCCESSORS AND ASSIGNS

12.1

Successors and Assigns . This Agreement and the other Transaction Documents shall be binding on and shall inure to the benefit of the Borrowers and the Lender, and their respective successors and assigns, except as otherwise provided herein or therein. The Borrowers shall not assign, transfer, hypothecate or otherwise convey any of their respective rights, benefits, obligations or duties hereunder or under any of the other Transaction Documents without the prior express written consent of the Lender, which may be granted or withheld in the Lender’s sole and absolute discretion. Any such purported assignment, transfer, hypothecation or other conveyance by the Borrowers without the prior express written consent of the Lender shall be null and void. Notwithstanding anything to the contrary in the first sentence of this Section 12.1, the Lender may at any time without the consent of the Borrowers, assign all or any portion of its rights under this Agreement to any Person; provided , however , that no such assignment or pledge shall release the Lender from its obligations hereunder and promptly after such assignment, the Lender shall notify the Borrowers of such assignment and the identity of the assignee. The Lender may assign to one or more banks or other entities all or any part or portion of, or may grant participations to one or more banks or other entities in all or any part or portion of its rights and obligations hereunder (including, without limitation, the Loan Commitment or the Advances). With respect to participation interests sold by the Lender, after giving effect to the sale of such participation, the Lender’s obligations hereunder and rights to consent to any waiver hereunder or amendment hereof shall remain unchanged, the Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, all amounts payable to the Lender hereunder and all rights to consent to any waiver hereunder or amendment hereof shall be determined as if the Lender had not sold such participation interest, and the Borrowers shall continue to deal solely and directly with the Lender and not be obligated to deal with such participant. Upon, and to the extent of, any assignment (unless otherwise stated therein) made by the Lender hereunder, the assignee or purchaser of such assignment shall be a Lender hereunder for all purposes of this Agreement. Without limiting the foregoing, each assignee and each purchaser of an assignment or participation shall, to the fullest extent permitted by law, have the same rights and benefits hereunder with respect to the rights and benefits so assigned or participated as it would have if it were a Lender hereunder.

SECTION 13
GERMAN BORROWER AS JOINT AND SEVERAL DEBTOR

13.1

German Borrower as Joint and Several Debtor . The German Borrower shall be jointly and severally ( gesamtschuldnerisch ) liable for all payment obligations and other obligations of each of the German Borrower and the Luxembourg Borrower under this Agreement and the other Transaction Documents. The German Borrower hereby waives any defense arising by reason of any disability or other defense of the Luxembourg Borrower or by reason of the cessation from any cause whatsoever of the liability of the Luxembourg Borrower. The liabilities and obligations of the Borrowers under this Agreement shall continue irrespective of the validity or enforceability of any Transaction Document to which any of the Borrowers, the General Partner or the Policy Subsidiary may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Borrower, the General Partner or the Policy Subsidiary or any other event or proceeding affecting a Borrower, the General Partner or the

Policy Subsidiary. Until all of the Obligations shall have been paid in full, the German Borrower shall have no right to subrogation and the German Borrower waives the right to enforce any remedy which the Lender has or may hereafter have against the Luxembourg Borrower, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by the Lender. Any compensation claim of the German Borrower against the Luxembourg Borrower pursuant to §426 of the German Civil Code (BGB) (i) shall be subordinated to the claims and rights of the Lender against the Luxembourg Borrower under this Agreement and (ii) shall only be asserted against the Luxembourg Borrower after all rights and claims of the Lender against the Luxembourg Borrower under this Agreement have been fully and finally discharged. The Luxembourg Borrower shall not be liable for (i) the repayment of any outstanding principal balance of the Loan representing Advances or portions thereof made to pay or discharge Administration Cost plus accrued and unpaid interest thereon and (ii) any payment obligations or other obligations specifically allocated to the German Borrower under this Agreement or any other Transaction Document.

SECTION 14
MISCELLANEOUS PROVISIONS

14.1

Complete Agreement; Modification of Agreement . The Transaction Documents constitute the complete agreement between the parties with respect to the subject matter thereof and may not be modified, altered or amended except as set forth in Section 14.2 . Any letter of interest, commitment letter or fee letter, if any, between the Borrowers and the Lender or any of their respective Affiliates, predating this Agreement and relating to a financing of substantially similar form, purpose or effect shall be superseded by this Agreement.

14.2

Amendments and Waivers . Except for actions expressly permitted to be taken by the Lender, no amendment, modification, termination or waiver of any provision of this Agreement or any other Transaction Document, or any consent to any departure by the Borrowers therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender and the Borrowers.

14.3

Obligations and Liabilities of the Lender . The Lender, by accepting the security interest in the Collateral and the Capital Stock of the Policy Subsidiary and the Collateral Agent’s security interest in the Subject Collateral, or by releasing the Collateral or the Subject Collateral, shall not be deemed to have assumed any obligation or liability to any supplier or account debtor or to any other Person, and the Borrowers agree, jointly and severally, to indemnify and defend the Lender and hold it harmless in respect to any claim or proceeding arising out of any matter referred to in this Section 14.3; provided , that no Borrower shall be liable for any indemnification to the Lender (i) to the extent that any such indemnification results from the Lender’s gross negligence, bad faith, or willful misconduct, (ii) any tax upon or measured by net income on any Lender, (iii) costs incurred by the Lender in any action brought by the Lender under this Agreement against a Borrower or any Affiliate of a Borrower in which the Lender is not successful in the adjudication, arbitration, mediation or other determination of the merits of any such action, including on appeal of any such action and (iv) except as specifically set forth in this Agreement, recourse for credit losses with respect to the Life Policies, specifically including any costs to the extent such costs result from a default by an

Insurer with respect to the payment or performance of any Life Policy (including the insolvency of any Insurer or a general inability to pay).

14.4

Waiver of Notices . Notice of default and presentment, demand, protest and notice of dishonor as to any provision of the Transaction Documents or any other agreement or instrument, notice of acceptance of this Agreement, notice of loans made, credit extended, received or delivered or other action taken in reliance hereon and all other demands and notices of any description is hereby waived by the Borrowers, except as may be otherwise specifically provided in this Agreement. With respect to the Obligations and the Collateral, the Capital Stock of the Policy Subsidiary and the Subject Collateral, the Borrowers assent to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of or failure to perfect any security interest in any Collateral, the Capital Stock of the Policy Subsidiary or the Subject Collateral, to the addition or release of any party or person primarily or secondarily liable, to the acceptance of partial payment thereon and the settlement, compromising or adjusting of any thereof, all in such manner and at such time or times as the Lender may deem advisable. The Lender shall have no duty as to the collection or protection of any of the Collateral, the Capital Stock of the Policy Subsidiary or the Subject Collateral or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation of any rights pertaining thereto beyond the safe custody thereof as set forth specifically in this Agreement. The Borrowers further waive any and all other suretyship defenses.

14.5

Taxes . All payments made by the Borrowers under or in respect to this Agreement and the other Transaction Documents shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding, in the case of the Lender, net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Lender, as a result of a present or former connection between the jurisdiction of the government or taxing authority imposing such tax and the Lender or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, duties, charges, fees, deductions and withholdings for the purposes of this Section 14.5 being hereinafter called “ Taxes ”). If any Taxes are required to be withheld from any amounts payable to the Lender hereunder or under or in respect of the Advances, the amounts so payable to the Lender shall be increased to the extent necessary to yield to the Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Transaction Documents. Whenever any Taxes are payable by any Borrower, as promptly as possible thereafter such Borrower shall send to the Lender for its own account, a certified copy of an original official receipt received by such Borrower showing payment thereof. If any Borrower fails to pay any Taxes when due to the appropriate taxing authority or fails to remit to the Lender the required receipts or other required documentary evidence, the Borrowers shall, jointly and severally, indemnify the Lender for any incremental taxes, interest or penalties that may become payable by the Lender as a result of any such failure. The agreements in this Section 14.5 shall survive the termination of this Agreement and full payment and satisfaction of all Obligations of the Borrowers to the Lender.

14.6

Third Party Beneficiary . MPIC Provider shall be an express third-party beneficiary of this Agreement, including without limitation, of the representations, warranties, covenants and other terms and conditions contained in this Agreement, subject to the limitations set forth in the Intercreditor Agreement.

14.7

Governing Law; Consent to Arbitration .

(a)

This Agreement shall be governed by and construed in accordance with the laws of Germany.

(b)

All disputes arising out of or in connection with this Agreement or its validity shall be finally settled in accordance with the Arbitration Rules of the German Institution of Arbitration e.V. (DIS) without recourse to the ordinary courts of law. The place of arbitration is Frankfurt am Main, Germany. The arbitral tribunal shall consist of three arbitrators. The language of the arbitral proceedings is English. The prevailing party in such arbitration shall be entitled to reimbursement of attorneys’ fees and all other expenses incurred in connection with such arbitration from the non-prevailing party.

(c)

The provisions of this Section 14.7 shall survive the repayment of the Obligations of the Borrowers to the Lender and the termination of this Agreement.

14.8

Severability . If any of the provisions of this Agreement shall contravene or be held invalid under the laws of any jurisdiction, this Agreement shall be construed as if not containing such provisions, and the rights, remedies, warranties, representations, covenants, and provisions hereof shall be construed and enforced accordingly in such jurisdiction and shall not in any manner affect such provision in any other jurisdiction, or any other provisions of this Agreement in any jurisdiction.

14.9

Rights and Remedies, Etc . The Events of Default, rights, remedies, warranties, representations, covenants, and provisions set forth in this Agreement, or as may be provided by Applicable Law, shall be cumulative and not alternative or exclusive (unless otherwise expressly provided in this Agreement), and the Lender’s rights and remedies hereunder may be exercised by the Lender at such time or times, in such order of preference, as Lender in its sole discretion may determine.

14.10

Reserved .

14.11

No Waiver, Etc. All warranties, representations and covenants imposed or made herein shall survive the execution and delivery of this Agreement. No delay or omission of the Lender in exercising or enforcing any of its rights and remedies hereunder shall constitute a waiver thereof; and no waiver by the Lender of any Default or Event of Default should operate as a waiver of any other Default or Event of Default. No term or provision hereof shall be waived, altered or modified except in writing and such writing is signed by all parties to this Agreement. Except as provided in the preceding sentence, no other agreement or transaction, of whatsoever nature, entered into between the Lender and the Borrowers at any time (whether before, during or after the effective date or terms of this Agreement), shall be construed in any particular as a waiver, modification or limitation of any of the Lender’s rights and remedies under this Agreement nor shall anything in this Agreement be construed as a waiver,

modification or limitation of any of the Lender’s rights and remedies, not only under the provisions of this Agreement, but also of any such other agreement or transaction.

14.12

Notices .

(a)

All notices, requests, and other communications given pursuant to this Agreement, shall be made in writing and, except as otherwise provided in this Section 14.12, delivered by hand, certified mail return receipt requested, overnight delivery service or telecopier (at the telecopier number set forth on Schedule 14.12), addressed to the Lender or to a Borrower (as the case may be) at the address set forth on Schedule 14.12, or at such other address as any party may give notice to the other parties as herein provided.

(b)

All notices or requests by a Borrower for Advances under the Loan may made in writing, delivered and addressed to the Lender as set forth above, or at such other address as the Lender may give notice to the Borrowers as herein provided.

(c)

Any notice, request or communication given hereunder addressed as aforesaid shall be deemed to have been given (i) in the case of delivery by mail, three (3) days after its deposit in the mails, postage prepaid, or (ii) in the case of delivery by overnight delivery service, one (1) day after its deposit with a reputable overnight delivery service, postage prepaid or (iii) in the case of delivery by hand, when delivered or (iv) in the case of delivery by telecopier, when transmitted and receipt confirmed by the sender obtaining a printed confirmation that the entire document has been properly transmitted to recipient; provided , however , that notice of a change of address, telephone number or telecopier number shall be deemed to have been given only when actually received by the party to which it is addressed.

(d)

Notices and other communications to the Lender hereunder may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by the Lender. Unless the Lender otherwise requires or permits in writing, notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement), provided , that, if such notice or other communication is not given during the normal business hours of the recipient, such notice shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.

14.13

Ambiguity Between Agreements . In the event of ambiguity or inconsistency between this Agreement and any other Transaction Document, then the terms of this Agreement will govern, subject to any provision to the contrary set forth in the Intercreditor Agreement or the Securities Account Control Agreement.

14.14

Attorneys’ Fees and Expenses . If the Lender retains the services of counsel by reason of a claim of a Default or an Event of Default hereunder or under any of the other Transaction Documents, all costs of suit and all reasonable attorneys’ fees and such other reasonable expenses so incurred by the Lender in connection with such suit (expressly including all post-judgment collection expenses and costs) shall be payable by the Borrowers, jointly and severally, on demand by the Lender. If the Borrowers do not comply with this Section 14.14, the

Lender, in its sole and absolute discretion, can elect to make Advances to a Borrower or the Borrowers to reimburse itself for any costs and expenses incurred in connection with this Section 14.14, which Advances shall be added to the outstanding principal balance of the Loan.

14.15

Press Releases and Related Matters . Each of the Borrowers and the Lender agree that neither it nor their respective Affiliates will in the future issue any press releases or other public disclosure using the name of the other parties or their respective affiliates or referring to this Agreement or the other Transaction Documents to which they are a party without at least five (5) Business Days’ prior written notice to the other parties and without the prior written consent of the other parties unless (and only to the extent that) the disclosing party is required to do so under Applicable Law and then, in any event, the disclosing parties will consult with the non-disclosing parties before issuing such press release or other public disclosure.

14.16

Counterparts . This Agreement may be executed in any number of counterparts, each of which, when taken together, shall be deemed to be one and the same instrument. Delivery of an executed counterpart of a signature page of this document by facsimile shall be effective as delivery of a manually executed counterpart of this document.

14.17

Headings . Section headings herein are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first set forth above.

_______________________________

By:

Print Name:

Print Title:

By:

Print Name:

Print Title:

_________________________________

By:

Print Name: ___________________________

Print Title: ___________________________

____________________________________

By:

Print Name:

Print Title:

By:

Print Name:

Print Title:

Exhibit List

Exhibit A

List of Closing Documents

Schedule List

Schedule 1

Disbursement Schedule

Schedule 2

Life Policies

Schedule 2.1

Lender’s Address

Schedule 3

Collateral Value

Schedule 4.1

Missing Items

Schedule 5.1

Organizational Identification Numbers

Schedule 5.8

Principal Places of Business

Schedule 5.15

Subsidiaries

Schedule 14.12

Notices

EXHIBIT A

LIST OF CLOSING DOCUMENTS

SCHEDULE 1

DISBURSEMENT SCHEDULE

SCHEDULE 2

LIFE POLICIES

SCHEDULE 2.1

LENDER ADDRESS

SCHEDULE 3

COLLATERAL VALUE

SCHEDULE 4.1

MISSING ITEMS

None.

SCHEDULE 5.1

ORGANIZATIONAL IDENTIFICATION NUMBERS

SCHEDULE 5.8

PRINCIPAL PLACES OF BUSINESS

SCHEDULE 5.15

SUBSIDIARIES

None.

SCHEDULE 13.12

NOTICES

NOTICE: THIS INSURANCE IS ISSUED PURSUANT TO THE INSURANCE LAW (2008 REVISION) OF THE CAYMAN ISLANDS. THE “ INSURER ” IS A CAYMAN ISLANDS EXEMPT INSURANCE COMPANY. IN CASE OF INSOLVENCY, PAYMENT OF CLAIMS IS NOT GUARANTEED.

MORTALITY PROTECTION INSURANCE POLICY
POLICY NUMBER: DGUMP00004

“ DECLARATIONS ”

__________________________________

Name:

Title:

Signed on the ____ day of ____, 2013

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POLICYHOLDER NOTICE

Thank you for purchasing insurance from _____________________. __________________ generally pays compensation to brokers and independent agents, and may have paid compensation in connection with your “ Policy ”.

-iv-

EXECUTION COPY

________________________________________________

NOTICE: THIS INSURANCE IS ISSUED PURSUANT TO THE INSURANCE LAW (2008 REVISION) OF THE CAYMAN ISLANDS. IN CASE OF INSOLVENCY, PAYMENT OF CLAIMS IS NOT GUARANTEED.

MORTALITY PROTECTION INSURANCE POLICY
POLICY NUMBER:

In consideration of the “ Insurer’s ” receipt of the “ MPIC Premium ”, in reliance on the representations, warranties, acknowledgements and covenants of the “ Insured ” and the “ Additional Named Insured ” contained herein, and in accordance with and subject to the terms, conditions, limitations and exclusions contained herein, including the “ Declarations ”, “ Coverage Certificates ” and any exhibits, schedules, endorsements or other documents attached hereto or incorporated herein by reference (if applicable), which together shall constitute this Mortality Protection Insurance Policy (this “ Policy ”), _______________ (the “ Insurer ”), ________________ (the “ Insured ” or a “ Covered Entity ”) and _________________ (the “ Additional Named Insured ” or a “ Covered Entity ” and together with the “ Insured ”, the “ Covered Entities ”) agree as follows:

SECTION I. INSURING AGREEMENT AND LOSS CALCULATION

Subject to the terms and conditions of this “ Policy ”:

This “ Policy ” provides the coverage specified herein and in each “ Coverage Certificate ” and “ Amended Coverage Certificate ” issued by the “ Insurer ” to the “ Covered Entities ” during the “ Term ” of this “ Policy ”.

Subject to the conditions and limitations specified herein and in each “ Coverage Certificate ” and “ Amended Coverage Certificate ” issued by the “ Insurer ” to the “ Covered Entities ” during the “ Term ” of this “ Policy ”, if on any “ Anniversary Date ” during the “ Term ”, beginning on the second “ Anniversary Date ”, the sum of the “ Gross Cash Flows ” and the “ Recovery Principal ” are less than the sum of the “ Attachment Point ” (on such “ Anniversary Date ” as scheduled in the “ Coverage Certificate ” or “ Amended Coverage Certificate ”, as applicable) and the “ Cumulative Recovery Premium Paid ”, and a “ Covered Entity ” or the “ MPIC Servicer ” timely submits a related “ Proof of Claim ” to the “ Insurer ”, then the “ Insurer ” shall pay to the applicable “ Covered Entity ” which submitted such “ Proof of Claim ”, via electronic funds transfer to the “ Insured’s Account ”, the “ Claim Amount ” on or before the related “ Payment Date ”; provided, however that, in the event a “ Claim Amount ” is payable in connection with the second “ Anniversary Date ” in excess of the product of (x) six percent (6.0%) and (y) the cumulative “ Death Benefits ” of all “ Covered Policies ”, the “ Claim Amount ” payable on such “ Payment Date ” shall be reduced by the amount of such excess and such excess shall not be due and payable until the third “ Anniversary Date ” of the “ Policy ”. In no event shall any “ Claim Amount ” be due or payable prior to the second “ Anniversary Date ” of the “ Policy ” nor any “ Claim Amount ” be due or payable in relation to any loss or “ Proof of Claim ” submitted more than ninety (90) days after the last “ Anniversary Date ” that occurs during the “ Term ”.

On any “ Anniversary Date ”, in the event that any death benefit of one or more “ Covered Policies ” has increased due to the provisions of a return of premium rider with respect to any of such “ Covered Policies ” (such increase, an “ ROP Increase ”), then the cumulative forecasted death benefits set forth on the related “ Coverage Certificate ” shall automatically be increased by such “ ROP Increase ” and such increase shall become effective upon payment to the “ Insurer ” of (I) an additional “ MPIC Premium ” (to the extent due and payable) in respect of such “ ROP Increase ” which shall be calculated as the amount of

such “ ROP Increase ” multiplied by two hundred basis points (two percent) and (II) an additional “ Commitment Fee ” (to the extent due and payable) in respect of such “ ROP Increase ” which shall be calculated as (A) if such “ Anniversary Date ” is on or prior to the third “ Anniversary Date ”, the amount of such “ ROP Increase ” multiplied by one hundred basis points (one percent), which shall be due and payable (x) if there is a “ Payment Date ” related to the third “ Anniversary Date ”, on such “ Payment Date ” otherwise (y) on the date that is ninety (90) days after the third “ Anniversary Date ” and (B) if such “ Anniversary Date ” is after the third “ Anniversary Date ”, the amount of such “ ROP Increase ” multiplied by one hundred basis points (one percent).

If any “ Claim Amount ” has been paid by the “ Insurer ” at any time hereunder, the “ Covered Entities ” shall pay a “ Recovery Amount ” to the “ Insurer ” in one or more installments, as more fully specified herein. Upon receipt by a “ Covered Entity ” of any “ Death Benefit ” or other proceeds of any “ Covered Policy ” or related property such that, as of the date of the receipt thereof, the sum of the “ Gross Cash Flows ” and the “ Recovery Principal ” exceeds the sum of the “ Attachment Point ” (at the next “ Anniversary Date ” as scheduled in the “ Coverage Certificate ” or “ Amended Coverage Certificate ”, as applicable) and the “ Cumulative Recovery Premium Paid ”, (a) a “ Covered Entity ” or the “ MPIC Servicer ” shall submit a related “ Recovery Reconciliation ” to the “ Insurer ” within thirty (30) days of such receipt and (b) the “ Covered Entities ” shall pay to the “ Insurer ”, in each case by wire transfer to the “ Insurer’s Account ” in immediately available funds, free and clear of any setoff, counterclaim or other deduction, the applicable “ Recovery Amount ” on or before the “ Payment Date ” relating to such “ Recovery Reconciliation ”. The “ Covered Entities ” shall have the right to prepay any “ Recovery Principal ” or “ Recovery Premium ” with their own funds if “ Gross Cash Flows ” are not sufficient to cover such repayment at any time, without penalty. Each payment of a “ Recovery Amount ” shall first be applied to the “ Recovery Principal ” and then shall be applied to “ Recovery Premium ”.

If the sum of the “ Recovery Principal ” and “ Recovery Premium ” is greater than zero (0) as of the end of the “ Term ”, a “ Post Term Recovery Payment ” shall be due within thirty (30) days of a “ Covered Entity’s ” receipt of any “ Death Benefit ” or other proceeds of any “ Covered Policy ” or related property until the date the “ Recovery Principal ” and “ Recovery Premium ” are equal to zero (0), in each case by wire transfer to the “ Insurer’s Account ” in immediately available funds, free and clear of any setoff, counterclaim or other deduction.

SECTION II. AMENDMENTS, PERMITTED POLICY SALES AND SUBSTITUTIONS

So long as the “ Insurer ” has not reached its “ Maximum Capacity ”, at any time when all conditions precedent to coverage and conditions to payment of claims specified herein are then satisfied, the “ Insured ” may request the right to add “ Covered Policies ” to the “ Covered Portfolio ” by filing an “ Amended MPIC Application ”; provided that after the addition of any “ Covered Policies ”, the “ Average LE ” of the “ Covered Portfolio ” will be less than one hundred eighty (180) months. No such addition of any “ Covered Policies ” will extend the “ Term ” of this “ Policy ” or with respect to any “ Permitted Loan ”, increase the amount set forth on the related disbursement schedule unless such disbursement schedule has been approved by the “ Insurer ”. The “ Insurer ” may accept or reject such “ Amended MPIC Application ” in its sole discretion, and has no obligation whatsoever to extend coverage under this “ Policy ” to additional “ Covered Policies ”. If the “ Insurer ” accepts an “ Amended MPIC Application ”, an “ Amended Coverage Certificate ” shall be issued and upon the “ Amended Coverage Certificate Effective Date ” shall replace any prior “ Coverage Certificate ”. If the “ Insurer ” rejects an “ Amended MPIC Application ”, the submission of such “ Amended MPIC Application ” shall have no impact on the “ Coverage Certificate ” in effect at that time.

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The “ Additional Named Insured ” may conduct any “ Permitted Sales ” upon providing a “ Notice of Permitted Sale ” to the “ Insurer ” at least ten (10) days prior to the conclusion of such “ Permitted Sale ”. The “ Additional Named Insured ” shall direct the buyer in any “ Permitted Sale ” to pay on the closing date of such “ Permitted Sale ”, an amount that equals the amount necessary to cause the sum of the “ Recovery Principal ” and the “ Recovery Premium ” (or such other amount agreed to by the “ Insurer ” in the case of a “ Permitted Sale ” that does not generate sufficient proceeds to repay the sum of the “ Recovery Principal ” and the “ Recovery Premium ” in full) to be funded directly into the “ Insurer’s Account ” out of the sale proceeds in accordance with the “ Transaction Documents ”. The application of the proceeds of any “ Permitted Sale ” to the reduction of the “ Recovery Principal ” and the “ Recovery Premium ” shall be taken into account in each subsequent “ Proof of Claim ” and “ Recovery Reconciliation ” as applicable. For all other purposes following a “ Permitted Sale ”, the “ Coverage Certificate ” will be deemed amended to exclude the “ Covered Policy ” that was the subject of such “ Permitted Sale ”.

In the event the “ Insurer ” has reached its “ Maximum Capacity ” and the “ Additional Named Insured ” has made a “ Permitted Sale ” of a “ Covered Policy ”, a “ Covered Entity ” shall have the right, within the first thirty-six (36) months following the “ Effective Date ”, to request that the “ Insurer ” replace such “ Covered Policy ” with a new “ Covered Policy ” by filing an “ Amended MPIC Application ”; provided that after the replacement of any “ Covered Policies ”, the “ Average LE ” of the “ Covered Portfolio ” will be less than one hundred eighty (180) months. No such addition of any “ Covered Policies ” will extend the “ Term ” of this “ Policy ”. The “ Insurer ” may accept or reject such “ Amended MPIC Application ” in its sole discretion, and has no obligation whatsoever to extend coverage under this “ Policy ” to additional “ Covered Policies ”. If the “ Insurer ” accepts an “ Amended MPIC Application ”, an “ Amended Coverage Certificate ” shall be issued and upon the “ Amended Coverage Certificate Effective Date ” shall replace any prior “ Coverage Certificate ”. If the “ Insurer ” rejects an “ Amended MPIC Application ”, the submission of such “ Amended MPIC Application ” shall have no impact on the “ Coverage Certificate ” in effect at that time. The right to request substitutions of “ Covered Policies ” shall not exceed twenty-five percent (25%) of the “ Covered Portfolio ”.

SECTION III. LIMIT OF LIABILITY / Guaranty

With respect to the “ Covered Portfolio ”, the “ Limit of Liability ” is the maximum amount that the “ Insurer ” will pay under this “ Policy ” as set forth in the applicable “ Coverage Certificate ” or “ Amended Coverage Certificate ”.

SECTION IV. MPIC PREMIUM AND COMMITMENT FEE

With respect to the “ Covered Portfolio ” that is subject to the first “ Coverage Certificate ” issued under this “ Policy ”, the “ Insurer’s ” receipt of payment of the “ MPIC Premium ” on or before the “ Coverage Certificate Effective Date ” is a condition precedent to any coverage being provided by this “ Policy ”. With respect to the first “ Coverage Certificate ” issued under this “ Policy ”, the related “ Commitment Fee ” shall be due and payable (x) if there is a “ Payment Date ” related to the third “ Anniversary Date ”, on such “ Payment Date ” otherwise (y) on the date that is ninety (90) days after the third “ Anniversary Date ”.

In the event the “ Insured ” files an “ Amended MPIC Application ” which is approved by the “ Insurer ” and results in an “ Amended Coverage Certificate ”, the “ Insurer’s ” receipt of any additional “ MPIC Premium ” due and payable on or before the “ Amended Coverage Certificate Effective Date ” is a condition precedent to the enforcement of the “ Amended Coverage

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Certificate ” and the “ Insurer ” shall also be entitled to any additional “ Commitment Fee ” which shall be due and payable (i) if the related “ Amended Coverage Certificate Effective Date ” is on or prior to the third “ Anniversary Date ”, (x) if there is a “ Payment Date ” related to the third “ Anniversary Date ”, on such “ Payment Date ” otherwise (y) on the date that is ninety (90) days after the third “ Anniversary Date ” and (ii) if the related “ Amended Coverage Certificate Effective Date ” is after the third “ Anniversary Date ”, on such “ Amended Coverage Certificate Effective Date ”; provided, that if the related “ Amended Coverage Certificate Effective Date ” is on or prior to the third “ Anniversary Date ” and a “ Covered Entity ” receives any “ Death Benefits ” with respect to any “ Covered Policy ” that was added to this “ Policy ” pursuant to such “ Amended Coverage Certificate ”, then within ten 10 “ Business Days ” of such receipt such “ Covered Entity ” shall pay an amount up to the portion of the “ Commitment Fee ” for such “ Covered Policy ” out of such “ Death Benefits ” to the “ Insurer’s Account ” by wire transfer in immediately available funds”; provided further, that any “ MPIC Premium ” or “ Commitment Fee ” paid in connection with the substitution of a “ Covered Policy ” in accordance with Section II.C shall be at a reduced rate equal to twenty-five percent (25%) of the otherwise applicable “ MPIC Premium ” or “ Commitment Fee ”.

“ MPIC Premium ” shall be calculated as the cumulative “ Death Benefits ” of all “ Covered Policies ” times two hundred basis points (2.0%). The “ Commitment Fee ” shall be calculated as the cumulative “ Death Benefits ” of all “ Covered Policies ” times one hundred basis points (1.0%).

All “ MPIC Premium ” and “ Commitment Fee ” shall be paid to the “ Insurer’s Account ” by wire transfer in immediately available funds, free and clear of any setoff, counterclaim or other deduction.

“ MPIC Premium ” and the “ Commitment Fee ” shall be fully earned upon receipt by the “ Insurer ” and nonrefundable.

SECTION V. CONDITIONS PRECEDENT TO COVERAGE; CONDITIONS TO PAYMENT OF CLAIM

With respect to the “ Covered Entities ” and each applicable “ Covered Policy ”, the inception of coverage under this “ Policy ” with respect to such “ Covered Policy ” is subject to strict satisfaction of the conditions precedent that:

(i)

A “ Covered Entity ” has submitted to the “ Insurer ” the “ MPIC Application ” or “ Amended MPIC Application ” if applicable;

(ii)

The “ Covered Entities ” have delivered to the “ Insurer ” complete and accurate copies of all related “ Policy Documents ” (including such “ Covered Policy ”), all “ Transaction Documents ”, all “ Loan Documents ” that have been entered into by the “ Covered Entities ” through such date, and all material amendments and supplements thereto, in the case of the related “ Policy Documents ”, and the “ Covered Entities ” shall not have entered into or be bound by any material agreement that has not been disclosed to (and a copy thereof delivered to) the “ Insurer ” that conflicts with, breaches or violates any material provision of any “ Transaction Document ”, “ Loan Document ” or related “ Policy Document ”.

(iii)

Any loan, debt, or other obligation secured, in whole or in part, by the “ Covered Policy ”, qualifies as a “ Permitted Loan ” and such “ Covered Policy ” meets all of the “ Covered Policy Parameters ”;

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(iv)

the “ Insurer ” has accepted such “ Covered Policy ” and the related “ Policy Documents ”, in each case, in its sole discretion, and the “ Insurer ” has issued the “ Coverage Certificate ” or “ Amended Coverage Certificate ” if applicable;

(v)

the “ Insurer ” has received payment of the applicable “ MPIC Premium ” and “ Commitment Fee ” or portion thereof, in each case, to the extent due and payable in accordance with Section IV – MPIC Premium and Commitment Fee on or before the “ Coverage Certificate Effective Date ” and on or before the “ Amended Coverage Certificate Effective Date ” if applicable. For the avoidance of doubt the submission of an “ Amended MPIC Application ” does not void an existing “ Coverage Certificate ” until such time as the “ Amended Coverage Certificate ” has been issued and met all conditions precedent as described in this document;

(vi)

to the “ Covered Entities’ ” knowledge, there has been no Default, Event of Default, violation of any applicable law, material breach or violation of any representation, warranty or covenant of any party (other than the “ Insurer ”) under any “ Loan Document ”, related “ Policy Document ” or “ Transaction Document ” (including those of the “ Insured ” set forth in Section VIII hereof), to the “ Covered Entities’ ” knowledge, each of which is in full force and effect and enforceable against all parties thereto (other than the “ Insurer ”) in accordance with their respective terms, and to the “ Covered Entities’ ” knowledge, none of which is subject to any notice of Default, Event of Default, violation of any law, breach, violation or termination or other claim, proceeding or action challenging the legality, validity or enforceability thereof or of the transactions contemplated thereby; and

(vii)

None of the “ Insured ”, the “ Additional Named Insured ”, the “ MPIC Servicer ” (or any other servicer employed by the “ Insured ” or the “ Additional Named Insured ” with respect to the “ Covered Portfolio ”), or any party to any Transaction Document, nor any affiliate of any of them, nor any officer, employee, agent or representative of any of the foregoing, shall have knowingly delivered to the “ Insurer ” any false, incomplete, inaccurate or misleading information or failed to deliver to the “ Insurer ” material information in its possession concerning the “ Insured ”, the “ Additional Named Insured ”, such “ Covered Policy ” or any transactions contemplated by this “ Policy ” or any “ Transaction Document ”.

For the avoidance of doubt, with respect to each applicable “ Covered Policy ”, the foregoing conditions precedent in the preceding paragraph must be strictly satisfied in order for the inception of coverage under this “ Policy ” to be applicable to such “ Covered Policy ”. In addition, for the avoidance of doubt, the non-satisfaction of any of the conditions precedent in the preceding paragraph with respect to any “ Covered Policy ” shall have no effect on any other “ Covered Policies ” and each such other “ Covered Policies ” shall remain a “ Covered Policy ”. The issuance by the “ Insurer ” of a “ Coverage Certificate ” or “ Amended Coverage Certificate ”, as applicable, with respect to such “ Covered Policy ” shall be conclusive evidence that the foregoing conditions precedent in the preceding paragraph have been strictly satisfied. With respect to the “ Covered Portfolio ”, the “ Covered Entities ” and each applicable “ Covered Policy ”, and provided that the conditions precedent with respect to such “ Covered Policy ” have been strictly satisfied, the “ Insurer’s ” obligation to pay any applicable “ Claim Amount ” with respect such “ Covered Policy ” is subject to strict satisfaction of the following conditions precedent, and the absence of any applicable exclusion pursuant to Section VI hereof:

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On or before ten (10) “ Business Days ” after each “ Anniversary Date ” for each “ Covered Policy ” (and in any event prior to the submission of any “ Proof of Claim ” relating to such “ Anniversary Date ”):

(1)

the “ MPIC Servicer ” or a “ Covered Entity ” shall provide to the “ Insurer ” evidence that such “ Covered Policy ” has remained continuously in force from the “ Effective Date ” through such “ Anniversary Date ”, a “ Covered Entity ” has paid the “ Life Insurance Carrier ” the related premium in an amount that the “ Covered Policy ” shall remain in force for at least thirty (30) days after such “ Anniversary Date ” and no “ Covered Entity ” has paid the “ Life Insurance Carrier ” any premium such that the period covered by such premium exceeds one (1) year from the date the related premium payment was due. For the avoidance of doubt, the period of time through the thirtieth (30 ^th ) day after the related “ Anniversary Date ” shall not include any grace period afforded by the “ Life Insurance Carrier ” under the terms of the applicable “ Covered Policy ”;

(2)

the “ MPIC Servicer ” or a “ Covered Entity ” shall provide to the “ Insurer ” certification by an Authorized Officer that to such “ Covered Entity’s ” or the “ MPIC Servicer’s ” knowledge, there has been no material amendment or modification of or waiver of any material provision of such “ Covered Policy ”, any related “ Policy Document ” or “ Transaction Document ” that has not been previously consented to by the “ Insurer ”, and that to such “ Covered Entity’s ” or the “ MPIC Servicer’s ” knowledge, such “ Covered Policy ”, related “ Policy Document ” and “ Transaction Document ”, is in full force and effect and enforceable against all parties thereto (other than the “ Insurer ”) in accordance with their respective terms, and to such “ Covered Entity’s ” or the “ MPIC Servicer’s ” knowledge, no party to any of them has breached or violated any material provision of any of them, nor delivered any notice of breach, violation or termination or lodged or commenced any claim, proceeding or action challenging the validity or enforceability thereof or of the transactions contemplated thereby;

(3)

a “ Covered Entity ” shall represent that none of the “ Covered Entities ”, the “ MPIC Servicer ” (or any other servicer employed by the a “ Covered Entity ” with respect to the “ Covered Portfolio ”), any party to any “ Transaction Document ” (other than the “ Insurer ”), nor any affiliate of any of them, nor any officer, employee, agent or representative of any of the foregoing, nor to the knowledge of a “ Covered Entity ” and the “ MPIC Servicer ”, any related Policy Seller, shall have knowingly delivered to the Insurer any false, incomplete, inaccurate or misleading information or failed timely to deliver to the “ Insurer ” material information in its possession concerning the “ Covered Entities ”, such “ Covered Policy ”, and related “ Policy Document ”, any “ Transaction Document ” or any transactions contemplated by this “ Policy ” or any “ Transaction Document ” (including, without limitation, in or in connection with the delivery of any “ Amended MPIC Application ”, “ Proof of Claim ” or “ Recovery Reconciliation ” or other report, notice , certification or information that is to be delivered to the “ Insurer ” pursuant to this “ Policy ” or any “ Transaction Document ” (including, without limitation, pursuant to Section VIII.M hereof);

(4)

the “ MPIC Servicer ” or a “ Covered Entity ” shall provide to the “ Insurer ” evidence that all payments, dividends or distributions by the “ Covered Entities ” or the “ Borrower ” to any “ Person ” (including, without limitation, under a “ Permitted Loan ”) have been made strictly in accordance with the applicable “ Transaction Documents ”, “ Loan Documents ”, “ Policy Documents ” or other agreements disclosed to the “ Insurer ” as contemplated by

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Section V.A(ii) , and no Event of Default (as defined in the “ Loan Documents ”) has occurred;

(5)

the “ Covered Entities ” shall not have failed timely to pay to “ Insurer ” any “ Recovery Principal ” or “ Recovery Premium ”, become insolvent or the subject of any bankruptcy, insolvency, receivership, reorganization or similar proceedings in any jurisdiction or under any similar law or regulations;

(6)

the “ MPIC Servicer ” or a “ Covered Entity ” shall provide to the “ Insurer ” evidence that there shall not have occurred any waiver, release, cancellation or termination of the ownership or security interests (or perfection thereof) in, to and under such “ Covered Policy ” and related assets or other material assets of the “ Additional Named Insured ” (including by sale or disposition that is not a “ Permitted Sale ” hereunder), nor any change to the identity of any trustee of any trust whose trust agreement is a related “ Policy Document ” nor of any securities intermediary whose security account control agreement is a related “ Policy Document ”, in each case as constituted and existing or purportedly constituted and existing as of the date hereof, and of each “ Coverage Certificate ” or “ Amended Coverage Certificate ” issued hereunder;

(7)

the “ MPIC Servicer ” or a “ Covered Entity ” shall provide to the “ Insurer ” certification by an Authorized Officer that the “ Covered Entities ” shall not have entered into or be bound by any material agreement that has not been disclosed to (and a copy thereof delivered to) the “ Insurer ” as required by Section V.A(ii) that conflicts with, breaches or violates any material provision of any “ Transaction Document ”, “ Loan Document ” or related “ Policy Document ”; and

(8)

each “ Covered Entity ” shall represent that it has not suffered a Change of Control (as defined in the related Loan Agreement).

Any “ Proof of Claim ” will be valid only if submitted to the “ Insurer ” within ninety (90) days after each “ Anniversary Date ”, and the “ MPIC Servicer ” or a “ Covered Entity ” must submit to the “ Insurer ” a “ Recovery Reconciliation ” within 30 days of its receipt of any “ Death Benefit ” or other proceeds of “ Covered Policies ” or related property.

SECTION VI. EXCLUSIONS

This “ Policy ” shall not apply and the “ Insurer ” shall have no liability in relation to any actual or purported coverage hereunder (and is hereby released from liability hereunder) for any future claim relating to a “ Covered Policy ” if, at any time during the “ Term ” there is an “ Excluded Policy Event ” with respect to such “ Covered Policy ”, which “ Excluded Policy Event ” occurs before a “ Covered Entity’s ” receipt of the “ Insurer’s ” written consent to or waiver of such “ Excluded Policy Event ”. In the event of an “ Excluded Policy Event ” without the “ Insurer’s ” written consent or waiver, the “ Coverage Certificate ” will be deemed amended to exclude such “ Covered Policy ” for all purposes and the coverage shall continue in effect with respect to all remaining “ Covered Policies ” and the “ Attachment Point ”, the “ MPIC Premium ” and “ Commitment Fee ” shall be updated to reflect the exclusion of such “ Covered Policy ”. In the event that a “ Recovery Payment ” is due to the Insurer at the time of occurrence of any such “ Excluded Policy Event ”, all or a portion of such “ Recovery Payment ” equal to the quotient of the face amount of such “ Covered Policy ” divided by the face amount of the “ Covered Portfolio ” (including such “ Covered Policy ”) shall be due within ninety (90) days of such “ Excluded Policy Event ”.

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This “ Policy ” shall not apply to, and the “ Insurer ” shall not be liable for, any “ Claim Amount ” relating to a “ Proof of Claim ” if a “ Covered Entity ” or the “ MPIC Servicer ” fails to submit such “ Proof of Claim ” to the “ Insurer ” prior to ninety (90) days after the related “ Anniversary Date ”. In the event a “ Recovery Amount ” is due to the “ Insurer ” and a “ Recovery Reconciliation ” is not filed within ninety (90) days after the related “ Anniversary Date ”, the “ Recovery Premium ” shall accrue thereon from and after the ninety (90) day period at a rate of LIBOR plus 1,000 basis points, rather than at the rate specified in the related “ Coverage Certificate ” or “ Amended Coverage Certificate ”, and the “ Insurer ” may prepare and submit the “ Recovery Reconciliation ”; provided that no “ Recovery Premium ” shall accrue on any portion of the “ Recovery Principal ” that is payable based on the implementation of the “ Gross Cash Flows Floor ” on and after the eighth “ Anniversary Date ” due to the “ Gross Cash Flows ” at such time being lower than the “ Gross Cash Flows Floor ”. “ Recovery Principal ” and “ Recovery Premium ” shall be due and payable as specified in this “ Policy ” and the related “ Coverage Certificate ” or “ Amended Coverage Certificate ” regardless of the delivery or failure to deliver any “ Recovery Reconciliation ” hereunder.

This “ Policy ” does not apply to, and the “ Insurer ” shall not be liable hereunder for, any loss relating to a “ Coverage Certificate ” if the conditions set forth in Sections II, IV and V with respect to the “ Covered Portfolio ” relating thereto, and elsewhere in this “ Policy ”, are not at all times strictly satisfied in their entirety or waived by the “ Insurer ” , including, without limitation, in accordance with all applicable time restrictions.

If any event or circumstance occurs that is known to the “ Insurer ” which is reasonably likely to relieve the “ Insurer ” of its obligation to pay the applicable “ Claim Amount ”, assuming timely submission of the related “ Proof of Claim ”, the “ Insurer ” shall provide prompt written notice of such event or circumstance to each “ Covered Entity ” and the other parties to the “ Transaction Documents ”.

SECTION VII. TERMINATION

As described in Item 3 of the “ Declarations ”, the “ Term ” of this “ Policy ” shall be continuous from the “ Effective Date ” until the earlier of: (i) the fifteenth (15th) anniversary of the “ Coverage Certificate Effective Date ” or “ Amended Coverage Certificate Effective Date ”, or (ii) the date this “ Policy ” is terminated pursuant to this Section VII .

(1)

Notwithstanding any other provision of this “ Policy ”, each of the “ Insurer ” and the “Insured” shall have the right to terminate this “ Policy ” by providing written notice to the other parties, and such termination shall be effective ten (10) “ Business Days ” after the date of receipt of such written notice by such other parties.

(2)

Termination of this “ Policy ” shall not affect (i) the insurance provided by any “ Coverage Certificate ” delivered by the “ Insurer ” before the effective date of such termination as specified in such written notice, (ii) the obligation of the “ Covered Entities ” to pay all “ Recovery Principal ” and “ Recovery Premium ” as and when specified herein or (iii) the applicability of the confidentiality provisions set forth in Section XI , all of which obligations shall survive the termination of this “ Policy ” subject, in each case, to the terms, conditions, exclusions and limitations specified herein.

The exercise of its rights under this Section VII shall not preclude any party from exercising any other rights that it may have under any other section of this “ Policy ”.

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SECTION VIII. REPRESENTATIONS, WARRANTIES, COVENANTS AND ACKNOWLEDGEMENTS

Each “ Covered Entity ” on behalf of itself represents, warrants and covenants to the “ Insurer ” as of the date hereof and as of the date of each “ Amended MPIC Application ”, “ Amended Coverage Certificate ”, “ Proof of Claim ” and “ Recovery Reconciliation ” that:

It has obtained all requisite consents, approvals, authorizations and orders, and made all requisite filings and registrations and obtained all requisite licenses, qualifications and permits of or with any court, governmental or regulatory authority, agency or other body that is necessary for such “ Covered Entity ” to conduct its business relating to the transactions contemplated by this “ Policy ”.

the “ Insured’s ” principal place of business is located at the address in the Cayman Islands as set forth in Item 1 of the “ Declarations ”, the “ Additional Named Insured’s ” principal place of business is located at the address in the Cayman Islands as set forth in Item 1 of the “ Declarations ” and that each “ Covered Policy ” is held by the securities intermediary named in the “ Account Control and Custodian Agreement ”. The “ Insured ” covenants that the “ Insured ” will not change its address in the Cayman Islands and the “ Additional Named Insured ” covenants that the “ Additional Named Insured ” will not change its address in South Dakota, in each case, without first obtaining written consent from the “ Insurer ” (not to be unreasonably withheld).

all “ Permitted Loans ” have been or shall be originated in accordance with all “ Applicable Laws ” and that the conduct of each of the “ Covered Entities ” in connection with those loans shall be in accordance with all “ Applicable Laws ”.

the “ Insured’s ” and the “ Additional Named Insured’s ” activities with respect to the “ Covered Portfolio ” and each “ Covered Policy ”, including but not limited to the “ Additional Named Insured’s ” purchase of such “ Covered Portfolio ”, are in accordance with all “ Applicable Laws ”.

to the best of its knowledge, each “ Covered Policy ” was issued to the original owner and transferred to each subsequent owner (including the “ Additional Named Insured ”) in accordance with all “ Applicable Laws ”.

(1)

It has delivered and shall deliver to the “ Insurer ” true and accurate copies of each material document and agreement (a) comprising a “ Loan Document ” (including the Loan Agreement, the Account Control Agreement and the Intercreditor Agreement being used in connection with each “ Permitted Loan ”), and (b) comprising a “ Policy Document ” or (c) comprising any other material agreement to which it is a party that conflicts with, breaches or violates any material provision of any “ Transaction Document ”, “ Loan Document ” or “ Policy Document ”; and

(2)

it shall not agree to or purport to amend, modify, waive or terminate any material term or condition of any “ Loan Document ”, “ Policy Document ” or “ Transaction Document ” in any way that would comprise or lead to a breach, violation or deviation from the material terms of the “ Intercreditor Agreement ” or any “ Transaction Document ” without the prior written consent of the “ Insurer ”.

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(1)

the “ Insurer’s ” identity and the “ Policy ” have not been and shall not be disclosed by it or any Affiliate to any other “ Person ” without the prior written consent by the “ Insurer ”, except that it may disclose the “ Insurer’s ” identity and the “ Policy ” to any “ Transaction Party ” or, to any regulatory body governing such “ Covered Entity ”, the lender under any “ Permitted Loan ” or any third-party service providers to such “ Covered Entity ” or the “ Borrower ” or to the lender under any “ Permitted Loan ”. The “ Insurer’s ” consent for additional parties for which a “ Covered Entity ” has a business need to disclose such information shall not be unreasonably withheld by the “ Insurer ”; and

(2)

the “ Policy ” has not been and will not be disclosed by it, any “ Affiliate ” of such “ Covered Entity ” or, to the knowledge of such “ Covered Entity ”, any other “ Transaction Party ” or lender under a “ Permitted Loan ” in any offering materials or discussions with rating agencies or any life insurance company without the prior written consent of the “ Insurer ” (which consent the “ Insurer ” can withhold in its sole and absolute discretion).

it acknowledges that the “ Insurer ” is an exempt insurance company that is recognized as eligible to write insurance business under the Insurance Law (2008 Revision) of the Cayman Islands and, depending on “ Applicable Law ”, the “ Insured ” may not be entitled to any benefits from any governmental guaranty or similar fund with respect to this “Policy”.

it will provide written notice to the “ Insurer ” within three (3) “ Business Days ” of obtaining knowledge that any “ Covered Policy ” is not current with respect to the premiums required to keep the “ Covered Policy ” in force, or is or is reasonably likely to be the subject of any rescission, termination, cancellation, modification or refusal of payment obligations thereunder on any basis, or any challenge with respect to the ownership or right to benefits thereunder by any person (including, without limitation, any governmental authority), or of any other actual or purported fact or circumstance that reasonably could bear on the “ Insurer’s ” obligations hereunder or the “ Covered Entities’ ” ability or willingness timely to fund any “ Recovery Amount ” or “ Recovery Premium ,” and also will provide copies of all notices received by such “ Covered Entity ” from any person that relate to a “ Covered Policy ”. For the avoidance of doubt, only one “ Covered Entity ” shall be required to deliver written notice to the Insurer even if both “ Covered Entities ” obtain knowledge of any event or circumstance which requires them to deliver written notice to the “ Insurer ” in accordance with this Section VIII.I.

if such “ Covered Entity ” or any other “ Responsible Party ” obtains actual knowledge that the issuance, acquisition or making of any “ Permitted Loan ” or “ Covered Policy ” failed at any time to comply in any material respect with any “ Applicable Laws ” or any term, condition or provision of any “ Loan Document ”, “ Transaction Document ” or this “ Policy ”, such “ Covered Entity ” shall notify the “ Insurer ” of such failure and all relevant facts and information known to it relating thereto, and shall request the relevant “ Transaction Parties ” or parties to the “ Policy Documents ”, if possible, to take all commercially reasonable action to remedy such noncompliance. For the avoidance of doubt, only one “ Covered Entity ” shall be required to notify the Insurer even if both “ Covered Entities ” obtain actual knowledge of any event or circumstance which requires them to notify the “ Insurer ” in accordance with this Section VIII.J.

within forty-five (45) days following the end of each calendar quarter during the “ Term ” of this “ Policy ”, a “ Covered Entity ” will provide to the “ Insurer ” a written status report in the form of Exhibit E attached hereto or another format reasonably acceptable to the “ Insurer ” detailing, as of the last day of such calendar quarter, the status of the “ Covered Portfolio ” and the occurrence and

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status of any fact or circumstance known to an Authorized Officer that is or may reasonably be expected to become a breach of a material representation, warranty, covenant or other material provision of any “ Transaction Document ”, “ Loan Document ” or “ Policy Document ” or an Event of Default (as defined in the Loan Agreement). If such written status report is not delivered by one of the “ Covered Entities ” for two (2) consecutive calendar quarterly periods, then the “ Insurer ” may withhold payment of any “ Claim Amount ” that may otherwise be due and payable to a “ Covered Entity ” under the terms of this “ Policy ” until such breach has been remedied.

it will not consent or agree to any change to any of the parties to a “ Permitted Loan ” without the express prior written consent of the “ Insurer ” (not to be unreasonably withheld) and will notify the “ Insurer ” of any such change within fifteen (15) days of such “ Covered Entity ” or any other “ Responsible Party ” becoming aware of such change. Twenty (20) “ Business Days ” prior to entering into any potential “ Permitted Loan ”, a “ Covered Entity ” shall provide the “ Insurer ” with written notice of such potential “ Permitted Loan ” and obtain approval from the “ Insurer ” for such potential “ Permitted Loan ”. If the “ Insurer ” fails to respond to such notice within such twenty (20) “ Business Day ” time period, such “ Permitted Loan ” shall be deemed approved by the “ Insurer ”.

if the “ Covered Entities ” desire to appoint any “ Person ” to perform any duties on behalf of the “ Covered Entities ” under this “ Policy ”, other than one of the “ Covered Entities ”, the “ Covered Entities ” must provide the “ Insurer ” notice identifying the “ Person ” and the actions to be performed by such “ Person ” at least ten (10) “ Business Days ” prior to such action being taken by such “ Person ”. Following such appointment, actions by such “ Person ” on behalf of the “ Covered Entities ” in connection with this “ Policy ” shall constitute actions of the “ Covered Entities ” for purposes of this “ Policy ”, but the “ Covered Entities ” shall remain liable for the full and timely performance of all such duties regardless of any such appointment.

The “ Broker ” represents, warrants and covenants to the “ Insurer ” that the “ Broker ” has complied, and will continue to comply, with all requirements of all “ Applicable Laws ” in connection with the procurement of this “ Policy ”, including without limitation any applicable requirement relating to the collection and/or payment of taxes, fees or surcharges.

For the avoidance of doubt, except as and to the extent specified elsewhere in this “ Policy ”, any breach of the representations, warranties or covenants set forth in this Section VIII with respect to any “ Covered Policy ” shall have no effect on any other “ Covered Policies ” and each such other “ Covered Policies ” shall remain a “ Covered Policy ”. Notwithstanding the foregoing, each of the “ Covered Entities ” and the “ Broker ” acknowledges that the “ Insurer ” is entering into this “ Policy ” in reliance upon the genuineness of such representations, warranties and covenants in Section VIII.A. through Section VIII.M. and in the immediately preceding paragraph and the “ Insurer ” shall retain all remedies available at law or in equity in connection with any such breach; provided that the “ Covered Entities ” shall not be liable for any breach by the “ Broker ” of the representation, warranty and covenant set forth in the immediately preceding paragraph and the “ Broker ” shall not be liable for any breach by the “ Covered Entities ” of any representation, warranty or covenant in Section VIII.A. through Section VIII.M.

The “ Insurer ” represents, warrants and covenants to the “ Covered Entities ” as of the date hereof and as of the date of each “ Amended MPIC Application ”, “ Amended Coverage Certificate ”, “ Proof of Claim ” and “ Recovery Reconciliation ” that: it has conducted, and will conduct at all times before the termination of all coverage provided by the “ Insurer ” under this “ Policy ”, its business relating to the provision of coverage contemplated by this “ Policy ” and/or each relevant “ Transaction Document ” in all material respects in accordance with all “ Applicable Laws ” and has obtained all requisite consents, approvals, authorizations and orders, and made all requisite filings and registrations and obtained all requisite

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licenses, qualifications and permits of or with any court, governmental or regulatory authority, agency or other body that is necessary for the “ Insurer ” to conduct its business relating to the transactions contemplated by this “ Policy ”.

The “ Insurer ” acknowledges that the “Insured” is entering into this “ Policy ” in reliance upon the genuineness of such representations, warranties and covenants in the immediately preceding paragraph and the “ Covered Entities ” shall retain all remedies available at law or in equity in connection with any such breach.

SECTION IX. DEFINITIONS

“ Account Control and Custodian Agreement ” means, in the event there are any “ Permitted Loans ”, the agreement among the “ Additional Named Insured ”, the “ Insured ”, the “ Insurer ”, the “ Borrower ”, the lender under any “ Permitted Loan ”, the custodian designated therein and the other parties thereto.

“ Additional Named Insured ” has the meaning set forth in the Preamble of this “ Policy ”. For the avoidance of doubt, actions by the “ MPIC Servicer ” on behalf of the “ Additional Named Insured ” shall constitute acts of the “ Additional Named Insured ” for purposes of this “ Policy ”.

“ Affiliate ” of any “ Person ” means any other “ Person ” that (i) directly or indirectly controls, is controlled by or is under common control with such “ Person ” or (ii) is an officer or director of such “ Person ”. A “ Person ” shall be deemed to be “controlled by” any other “ Person ” if such other “ Person ” possesses, directly or indirectly, power: (a) to vote 50% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing partners or (b) to direct or cause the direction of the management and policies of such “ Person ” whether by contract or otherwise.

“ Amended Coverage Certificate ” means, for the “ Covered Portfolio ”, a certificate substantially in the form set forth in Exhibit A attached hereto, issued and duly executed by the “ Insurer ” and pursuant to which coverage under this “ Policy ” for the “ Covered Portfolio ” is provided and is an update to the first “ Coverage Certificate ” issued under this “ Policy ”.

“ Amended Coverage Certificate Effective Date ” means the date set forth as such in the applicable “ Amended Coverage Certificate ”.

“ Amended MPIC Application ” means a document substantially in the form set forth in Exhibit D attached hereto, properly completed and duly executed by the “Insured”.

“ Anniversary Date ” means, for the “ Covered Portfolio ”, the date which is each annual anniversary of the “ Effective Date ” of the “ Covered Portfolio ” set forth in the applicable “ Coverage Certificate ”.

“ Applicable Laws ” means any applicable state or federal laws, statutes, rules and regulations.

“ Attachment Point ” means the annual amount scheduled and identified as such in the “ Coverage Certificate ” or “ Amended Coverage Certificate ”, which shall be calculated as the cumulative forecasted death benefits payable through each “ Anniversary Date ” of the “ Covered Portfolio ” that occurs during the “ Term ”, multiplied by (i) 85% for each of the first three (3) “ Anniversary Dates ” and (ii) 75% for each succeeding “ Anniversary Date ” but (iii) $0 for each “ Anniversary Date ” after the “Term”.

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“ Authorized Officers ” for any relevant “ Person ” means any director, chief executive officer, president, chief operating officer, chief financial officer, treasurer, general counsel, lead compliance officer, vice president, manager or other person performing substantially similar duties or of comparable authority in relation to any duties or obligations of the relevant “ Person ” under or in relation to this “ Policy ”, any “ Covered Policy ”, any “ Policy Document ”, any “ Loan Document ” or any “ Transaction Document ”.

“ Average LE ” means the average life expectancy of all “ Underlying Lives ” in the “ Covered Portfolio ”, calculated by taking the life expectancy set forth in two life expectancy reports for each “ Underlying Life ”, issued by reputable life expectancy providers and weighting such life expectancies 70% for the longer life expectancy and 30% for the shorter life expectancy.

“ Borrower ” means _________________, an “ Affiliate ” of the “ Insured ” and the “ Additional Named Insured ”.

“ Broker ” has the meaning set forth in Item 6 of the “ Declarations ”.

“ Business Day ” means any day other than a Saturday, a Sunday or a day on which commercial banks in New York, New York or the Cayman Islands are authorized or required to be closed for business.

“ Claim Amount ” in relation to any “ Anniversary Date ”, and subject to adjustment (down) in relation to the second “ Anniversary Date ” and (up) in relation to the third “ Anniversary Date ” as specified in Section I hereof, means the amount equal to the difference between (i) the sum of the related “ Attachment Point ” and the “ Cumulative Recovery Premium Paid ” and (ii) the sum of the “ Gross Cash Flows ” payable through such “ Anniversary Date ”, and the related unpaid “ Recovery Principal ”, which amount shall be set forth and substantiated in any “ Proof of Claim ” submitted in relation to such “ Anniversary Date ”.

“ Co-Borrower ” means ___________________, an “ Affiliate ” of the “ Insured ” and the “ Additional Named Insured ”.

“ Commitment Fee ” means, for the “ Covered Portfolio ”, the amount which is the fee payable to the “ Insurer ” as set forth as such in the applicable “ Coverage Certificate ” or “ Amended Coverage Certificate ”, as applicable, calculated in accordance with Section IV ; provided that the “ Commitment Fee ” for any “ Covered Policy ” that is substituted for another “ Covered Policy ” in accordance with Section IV.B shall be at a reduced rate equal to twenty-five percent (25%) of the otherwise applicable “ Commitment Fee ”.

“ Confidential Information ” has the meaning set forth in Section XI.A.

“ Contest ” means, for each “ Covered Policy ”, that the “ Life Insurance Carrier ” has rescinded, terminated or challenged the validity of such “ Covered Policy ” (including without limitation on the basis of a lack of insurable interest) or its obligation to pay any material portion of the specified benefits thereof pursuant to a written notice.

“ Coverage Certificate ” means, for the “ Covered Portfolio ”, a certificate substantially in the form set forth in Exhibit A attached hereto, as amended from time to time as provided for herein, issued and duly executed by the “ Insurer ” and pursuant to which coverage under this “ Policy ” for the “ Covered Portfolio ” is provided. For the avoidance of doubt, a “ Coverage Certificate ” that is issued by the “ Insurer ” following the “ Insured’s ” submission of the related “ MPIC Application ”

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or “ Amended MPIC Application ” shall not become effective under this “ Policy ” unless and until the “ Insurer ” has received the applicable “ MPIC Premium ” in accordance with Section IV – “MPIC Premium and Commitment Fee” and all other conditions to such effectiveness specified herein (including in Sections V and VI hereof) are satisfied.

“ Coverage Certificate Effective Date ” means, for the “ Covered Portfolio ”, the date set forth as such in the applicable “ Coverage Certificate ”.

“ Covered Entity ” and “ Covered Entities ” shall have their respective meanings as set forth in the preamble of this “ Policy ”. For the avoidance of doubt, actions by the “ MPIC Servicer ” on behalf of the “ Covered Entities ” shall constitute acts of the “ Covered Entities ”, for the purposes of this “ Policy ”.

“ Covered Portfolio ” means the aggregate of all “ Covered Policies ” described in an “ MPIC Application ” or “ Amended MPIC Application ” that was accepted by the “ Insurer ” for coverage under this “ Policy ”, as evidenced by the “ Insurer’s ” execution and delivery a “ Covered Entity ” of a “ Coverage Certificate ” or “ Amended Coverage Certificate ” for the “ Covered Portfolio ”.

“ Covered Policy ” means, for the “ Covered Portfolio ”, each life insurance policy that is identified by its policy number in the “ Coverage Certificate ” or “ Amended Coverage Certificate ” and meets the “ Covered Policy Parameters ” and as to which all other conditions to the effectiveness of the coverage in relation to such policy are satisfied at and as of the relevant times specified herein.

“ Covered Policy Parameters ” means, for each “ Covered Policy ”, (i) the “ Underlying Life ” is a U.S. citizen or has a valid U.S. Social Security Number, (ii) the maximum “ Death Benefit ” is $30,000,000.00, (iii) the “ Underlying Life ” is at least seventy (70) years of age, (iv) at least two (2) years have lapsed since the issue date, (v) there is only one living “ Underlying Life ”, (vii) each “ Covered Policy ” is a Universal Life product, (viii) a “ Covered Entity ” does not, and does not attempt to, materially amend any of the “ Transaction Documents ” or “ Policy Documents ” to which it is a party; (v) no “ Covered Entity ” is in default, violation, breach or other violation of any “ Transaction Document ” or “ Policy Documents ” (with respect to any Covered Policy), (ix) there is no denial of coverage or to the “ Covered Entities’ ” knowledge any basis for any denial of coverage of such “ Covered Policy ” and such “ Covered Policy ” has not been contested or rescinded or to the “ Covered Entities’ ” knowledge investigated for possible contest or rescission by the applicable insurance company, (x) such “ Covered Policy ” has been, at all times since issuance, in full force and effect and all premium payments due on such “ Covered Policy ” have been paid in full through the date hereof and (xi) title to and ownership of the “ Covered Policy ” was acquired by the “ Additional Named Insured ” in accordance with all applicable federal, state and local laws, rules and regulations of the United States and any other country then in effect.

“ Cumulative Recovery Premium Paid ” means, as of the date of determination, the cumulative amount of “ Recovery Premium ” that has been paid to the “ Insurer ” in accordance with this “ Policy ”.

AA.

“ Death Benefit ” means, for any “ Covered Policy ”, the amount set forth as such on the applicable “ Coverage Certificate ” or “ Amended Coverage Certificate ”.

BB.

“ Default ” has the meaning set forth in the “ Loan Agreement. ”

CC.

“ Declarations ” means the declaration pages attached to the front of this “ Policy ”.

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DD.

“ Effective Date ” has the meaning set forth in Item 2 of the “ Declarations ”.

EE.

“ Event of Default ” has the meaning set forth in the “ Loan Agreement. ”

FF.

“ Excluded Policy Event ” means any (i) rescission, cancellation or termination of, or material reduction or adverse modification in benefits payable under or the terms and conditions of payment thereof under a “ Covered Policy ” on any basis, (ii) the making or borrowing of any policy loan against a “ Covered Policy ”, (iii) the making of any cash withdrawal related to a “ Covered Policy ”, (iv) the surrender or lapse of a “ Covered Policy ” to the issuing “ Life Insurance Carrier ”, (v) the sale, assignment or grant of any right, title or interest or claim in, to or under any “ Covered Policy ” that does not comprise a “ Permitted Loan ”, (vi) the failure of the issuing “ Life Insurance Carrier ” of a “ Covered Policy ” to pay to the “ Additional Named Insured ” any claim thereunder in full for any reason whatsoever or delivery by such “ Life Insurance Carrier ” of its intention to cancel, rescind, terminate or deny payment of any material portion of the related death benefit thereof, (vii) any failure of the “ Additional Named Insured ” to own a “ Covered Policy ” (directly or through ownership of all beneficial interests in the related trust or through another ownership structure approved by the Insurer) free and clear of all liens, claims and encumbrances other than “ Permitted Loans ” or a lien permitted under the related “ Loan Agreement ”, (viii) the “ Insured’s ” or the “ Additional Named Insured’s ” agreement to or execution and delivery of any amendment, modification, waiver or consent of or in relation to any “ Covered Policy ” or “ Transaction Document ” that is prohibited by this “ Policy ” or any representation, warranty or covenant of a “ Covered Entity ” herein that reasonably could be expected to materially and adversely affect the rights or interests of the “ Insurer ” hereunder in relation to any “ Covered Policy ” or the ability of the “ Covered Entities ” to fund timely and in full any “ Recovery Payment ” or “ Recovery Premium ”, (ix) any exercise of rights or remedies against the “ Additional Named Insured ” or in relation to or affecting any assets of the “ Additional Named Insured ” by or on behalf of the lender under or in relation to any “ Permitted Loan ” other than as permitted under the “ Intercreditor Agreement ” or by or on behalf of any party (other than the “ Covered Entities ”) under or in relation to any “ Transaction Document ” or “ Policy Document ” (including, without limitation, the related insured or any heir, relative, representative or agent of the insured) that reasonably could be expected to adversely affect the rights or interests of the “ Insurer ” hereunder in relation to any “ Covered Policy ” or the ability of the “ Covered Entities ” to fund timely and in full any “ Recovery Payment ” or “ Recovery Premium ” or (x) the failure to satisfy any of the conditions precedent set forth in Section V.B .

GG.

“ Gross Cash Flows ” as of any date of determination means the cumulative “ Death Benefits ” paid or payable in relation to all “ Covered Policies ” in the “ Covered Portfolio ” because of the confirmed maturity of such “ Covered Policies ” since the “ Effective Date ”, which amount shall be no less than the “ Gross Cash Flows Floor ” for any date that is on or after the eighth “ Anniversary Date ”.

HH.

“ Gross Cash Flows Floor ” means with respect to any date the product of (i) 40% and (ii) the cumulative forecasted death benefits payable through the related “ Anniversary Date ” of the “ Covered Portfolio ”.

II.

“ Indemnified Losses ” has the meaning set forth in Section XII.N.

JJ.

“ Indemnified Party ” has the meaning set forth in Section XII.N .

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KK.

“ Insured ” has the meaning set forth in the preamble of this “ Policy ”. For the avoidance of doubt, actions by the “ MPIC Servicer ” on behalf of the “ Insured ” shall constitute acts of the “ Insured ” for purposes of this “ Policy ”.

LL.

“ Insured’s Account ” means the “ Insured’s ” account described on Exhibit I , as amended from time to time.

MM.

“ Insurer ” has the meaning set forth in the preamble of this “ Policy ”.

NN.

“ Insurer’s Account ” means the Insurer’s account described on Exhibit J , as amended from time to time.

OO.

“ Intercreditor Agreement ” means, in the event there are any “ Permitted Loans ”, the agreement between the “ Insured ”, the “ Additional Named Insured ”, the “ Insurer ”, the “ Borrower ”, the lender under any “ Permitted Loan ”, the collateral agent designated therein and the other parties thereto.

PP.

“ LIBOR ” means the 12 month London Interbank Offered Rate as of the applicable date as published in the Wall Street Journal.

QQ.

“ Life Insurance Carrier ” means, for each “ Covered Policy ”, the issuer of such “ Covered Policy ” identified as such in the applicable “ Coverage Certificate ”.

RR.

“ Limit of Liability ” means, for the “Covered Portfolio”, the amount set forth as such in the applicable “ Coverage Certificate ” or “ Amended Coverage Certificate ”, as applicable.

SS.

“ Loan Agreement ” means that certain Loan and Security Agreement listed on Exhibit K and substantially in the form of the documents attached to Exhibit K.

TT.

“ Loan Documents ” means the documents listed on Exhibit K and substantially in the form of the documents attached to Exhibit K relating to any “ Permitted Loan ”.

UU.

“ Loan Party ” means any party to a “ Loan Document ”.

VV.

“ Maximum Capacity ” means the “ Insurer ” has provided notice to the “ Covered Entities ” that it has reached its maximum capacity for providing coverage as set forth in the “ Policy ”.

WW.

“ MPIC Application ” means a document substantially in the form set forth in Exhibit D attached hereto, properly completed and duly executed by the “ Insured ”.

XX.

“ MPIC Premium ” means, for the “ Covered Portfolio ”, the amount which is the premium payable to the “ Insurer ” as set forth as such in the applicable “ Coverage Certificate ” or Amended Coverage Certificate ”, as applicable, calculated in accordance with Section IV ; provided that the “MPIC Premium” for any “Covered Policy” that is substituted for another “Covered Policy” in accordance with Section IV.B shall be at a reduced rate equal to twenty-five percent (25%) of the otherwise applicable “ MPIC Premium ”.

YY.

“ MPIC Servicer ” means _______________ or such successor as may be approved by the “ Insurer ”, which shall be engaged by a “ Covered Entity ” to review and qualify “ MPIC Applications ”, draft “ Coverage Certificates ” for final approval by the “ Insurer ”, and to process all claims under this “ Policy ” on behalf of the “ Covered Entities ”.

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ZZ.

“ Payment Date ” means the date that is ten (10) days following the “ Insurer’s ” receipt of a “ Proof of Claim ” or a “ Recovery Reconciliation ”.

AAA.

“ Permitted Loan ” means any loan made to the “ Borrower ” and the “ Co-Borrower ” that (i) provides for the purchase of or the payment of ongoing premiums on one or more of the “ Covered Policies ”, (ii) complies with the terms and provisions of the Loan Documents; (iii) has been approved or deemed approved by the “ Insurer ”, (iv) neither the related “ Loan Agreement ” nor the related disbursement schedule can be amended without the consent of the “ Insurer ” (except that the “ Insurer’s ” consent shall not be required with respect to any amendment extending the maturity date or renewing such “ Permitted Loan ” so long as the other terms of such “ Permitted Loan ” (other than the related disbursement schedule) are not changed) and (v) gives the lender a secured interest in such “ Covered Policies ”, so long as (a) such loan is scheduled to be repaid, in full, prior to the end of the “ Term ”, and (b) the lender, the “ Insured ”, the “ Additional Named Insured ”, the “ Borrower ” and the “ Insurer ” enter into a “ Intercreditor Agreement ” substantially in the form set forth on Exhibit F and an “ Account Control and Custodian Agreement ” substantially in the form set forth on Exhibit G hereto, confirming the priority of payments related to the “ Covered Portfolio ” and managing cash flows in a manner consistent with this “ Policy ” and the other “ Transaction Documents ”.

BBB.

“ Permitted Sale ” means (i) any sale of a “ Covered Policy ” for a price that will result in the payment in full to the “ Insurer ” of the outstanding “ Recovery Principal ” and accrued and unpaid “ Recovery Premium ” or (ii) any other sale of a “ Covered Policy ” that is approved, in writing, by the “ Insurer ”; in each case, following a “ Permitted Sale ,” the “ Covered Policy ” that was the subject of such “ Permitted Sale ” will be excluded from coverage under this “ Policy ” from and after the date of such “ Permitted Sale .”

CCC.

“ Person ” means any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated association, joint venture, government or any agency or political subdivision thereof or any other entity.

DDD.

“ Policy ” has the meaning set forth in the preamble hereof.

EEE.

Policy Documents ” means the documents listed on Exhibit L hereto, or any other material agreements of the “ Additional Named Insured ” relating to the acquisition, maintenance or servicing of any “ Covered Policy ” and related property (such as documents or information relating thereto) or the enforcement of the rights and remedies of the “ Additional Named Insured ” in relation thereto.

FFF.

“ Post Term Recovery Payments ” shall mean all net cash flows (death benefits and other proceeds of “ Covered Policies ” minus premiums) received after the “ Term ” from the “ Covered Portfolio ” until the sum of the “ Recovery Principal ” and the “ Recovery Premium ” equals zero (0).

GGG.

“ Proof of Claim ” means a certificate in the form set forth in Exhibit B attached hereto, properly completed and duly executed by a “ Covered Entity ”, with all required exhibits thereto (including an exhibit, in the form set forth in Exhibit 1 to the “ Proof of Claim ” attached hereto, reflecting such “ Covered Entity’s ” non-binding calculation of the “ Claim Amount ” and, if applicable, all notices received by the “ Covered Entities ” or any agent, servant or employee of the “ Covered Entities ” from any “ Person ” in connection with the lapse or “ Contest ” of any “ Covered Policy ”. or that is otherwise to be delivered to the “ Insurer ” pursuant to this “ Policy ” or any “ Transaction Document ”.

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HHH.

“ Recovery Amount ” as of any date of determination means the amount calculated as (i) the sum of the “ Gross Cash Flows ” and the then outstanding “ Recovery Principal ”, minus (ii) the sum of the “ Attachment Point ” (on or as of the succeeding “ Anniversary Date ”, as applicable based on the purpose for such calculation) and the “ Cumulative Recovery Premium Paid ”; provided that the “ Recovery Amount ” shall never exceed the sum of the applicable “ Recovery Principal ” and “ Recovery Premium ”, which amount shall be specified and substantiated as such in any related “ Recovery Reconciliation ”.

III.

“ Recovery Premium ” means the aggregate balance, from time to time, of the interest accrued on the “ Recovery Principal ” at the rates and compounded as described in the “ Coverage Certificate ” or “ Amended Coverage Certificate ” as applicable, together with interest accrued on all accrued and unpaid “ Recovery Premium ” at the same rates and following the same compounding methodologies from the start date specified in such applicable “ Coverage Certificate ” or “ Amended Coverage Certificate ”; provided that no interest shall accrue on any portion of the “ Recovery Principal ” that is payable based on the implementation of the “ Gross Cash Flows Floor ” on and after the eighth “ Anniversary Date ” due to the “ Gross Cash Flows ” at such time being lower than the “ Gross Cash Flows Floor ”.

JJJ.

“ Recovery Principal ” as of any date of determination means the aggregate cumulative amount of the “ Claim Amounts ” specified in all “ Proofs of Claims ” submitted and paid prior to such date and reduced, but not below zero, by any payments of any “ Recovery Amounts ” received by the “ Insurer ” prior to such date (and not paid or applied in reduction of any “ Recovery Premium ”); provided that such amount shall never exceed the product of (x) 25% and (y) the cumulative “ Death Benefits ” of all “ Covered Policies ” in the “ Covered Portfolio ”.

KKK.

“ Recovery Reconciliation ” means a certificate in the form set forth in Exhibit C attached hereto properly completed and duly executed by a “ Covered Entity ”, with all required exhibits thereto (including an exhibit, in the form set forth in Exhibit 2 to the “ Recovery Reconciliation ” attached hereto, reflecting such “ Covered Entity’s ” non-binding calculation of the “ Recovery Amount ” and if applicable all notices received by the “ Covered Entities ” or any agent, servant or employee of the “ Covered Entities ” from any “ Person ” in connection with the lapse or “ Contest ” of any “ Covered Policy ”). or that is otherwise to be delivered to the “ Insurer ” pursuant to this “ Policy ” or any “ Transaction Document ”.

LLL.

“ Responsible Party ” means the “ Insured ” or the “ Additional Named Insured ” or any of their respective “ Authorized Officers ” or employees.

MMM.

“ Services Agreement ” means the “ Servicing Agreement ”, entered into by and among the “ MPIC Servicer ”, the “ Borrower ” and the “ Additional Named Insured ”, as may be amended and restated, or otherwise modified from time to time.

NNN.

“ Term ” has the meaning set forth in Item 3 of the “ Declarations ”.

OOO.

“ Transaction Documents ” means this “ Policy ” and any “ Coverage Certificates ” issued under this “ Policy ”, the “ Intercreditor Agreement ”, the “ Account Control and Custodian Agreement ” and the “ Services Agreement ”, as any of the foregoing may be amended, supplemented, amended and restated, or otherwise modified from time to time.

PPP.

“ Transaction Party ” means, any of the “ Insured ”, the “ MPIC Servicer ”, the “ Borrower ”, the “ Additional Named Insured ”, any of their respective “ Affiliates ” or any “ Authorized Officers ” or employee of such “ Persons ”.

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QQQ.

“ Underlying Life ” means, for each “ Covered Policy ”, the individual (or individuals) specified as such (by unique identifying number or otherwise) in the applicable “ Coverage Certificate ” and who is the measuring life (or are the measuring lives) under such “ Covered Policy ”.

SECTION X. SUBROGATION

Except as specifically otherwise provided with respect to any “ Permitted Loan ”, in the event any payment of any “ Claim Amount ” is made by the “ Insurer ” under or in connection with this “ Policy ” in respect of the “ Covered Portfolio ” or any “ Covered Policy ”, in addition to all other rights, remedies and/or recoveries available to the “ Insurer ” (including those relating to any “ Covered Policy ”) , the “ Insurer ” shall be subrogated to all the “ Insured’s ” and the “ Additional Named Insured’s ” rights of recovery against any “ Person ” pursuant to any “ Covered Policy ”, “ Permitted Loan ”, “ Transaction Document ” or “ Policy Document ” and from all assets of the “ Insured ” and the “ Additional Named Insured ” (including, but not limited to each “ Covered Policy ”) and all proceeds thereof up to the amounts of all such payments, and each “ Covered Entity ” shall execute and deliver all instruments and papers reasonably requested by the “ Insurer ” and do whatever else is requested by the “ Insurer ” in writing that is commercially reasonable to secure any such rights, remedies and/or recoveries and to achieve the priority thereof being senior to all indebtedness (other than “ Permitted Loans ”) and other payment and performance obligations to all other “ Persons ”, including every other “ Transaction Party ” all in accordance with the “ Intercreditor Agreement ” if applicable. Notwithstanding the foregoing, the lender under any “ Permitted Loan ” shall be senior to the rights of any other “ Transaction Party ” and each “ Permitted Loan ” shall have a first priority security interest in the “ Policy Documents ” and “ Covered Policies ” as set forth in the “ Loan Documents ” and “ Intercreditor Agreement ”. For avoidance of doubt, the rights of subrogation set forth in this section shall in no way impact the right of the lender under any “ Permitted Loan ” or the “ Covered Entities ” to receive “ Claim Amounts ” hereunder or the timing of the payment thereof or the priority of any such party’s rights thereto. Each “ Covered Entity ” shall do nothing to prejudice such rights, remedies or recoveries by the “ Insurer ” and shall cause all other relevant “ Transaction Parties ” to recognize such rights and interests of the “ Insurer ” and to do nothing to prejudice the same. For the avoidance of any doubt, any sale of the “ Covered Policy ” pursuant to a foreclosure shall not be deemed to prejudice such subrogation rights pursuant to this Section X.

SECTION XI. CONFIDENTIALITY

Each party hereto agrees that “ Confidential Information ” means (i) the identity of the “ Insurer ”, (ii) each of the “ Transaction Documents ” and its contents, (iii) all medical and personal information concerning any “ Underlying Life ” and (iii) all confidential or non-public information and data in whatever form, whether written, oral, electronic or otherwise furnished by any party in connection with this “ Policy ” in each case to the extent, (a) not already in the receiving party’s possession, (b) not available to the receiving party before its disclosure under this “ Policy ”, (c) not in the public domain when transmitted by one party to another, (d) not published or otherwise becoming part of the public domain (through no fault of the receiving party) before or after transmission, (e) not known to the receiving party through disclosure by a third party (and not to the knowledge of the recipient of such information bound by any duty to the transmitting party to keep such information confidential), and (f) not independently developed by the receiving party.

Each party hereto shall safeguard and hold, and cause their respective officers, directors employees, agents or representatives to safeguard and hold, as confidential all “ Confidential Information ”, and shall use “ Confidential Information ” solely for the purposes contemplated by the “ Transaction Documents ” unless and only to the extent (i) disclosed to such party’s (or any of its Affiliate’s) own officers, directors, employees, agents or representatives (including attorneys

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and internal and outside auditors) that have a need to know such information in connection with the underwriting or administration of any coverage contemplated or provided under this “ Policy ”, (ii) compelled to disclose by judicial or administrative process or by other requirements of law or regulation, (iii) requested to disclose by any competent executive, legislative, judicial, regulatory or administrative authorities with regulatory authority over the disclosing party, or (iv) disclosed in any action or proceeding brought by a party in pursuit of its rights or in the exercise of its remedies under this “ Policy ”. Notwithstanding the foregoing, this “ Policy ”, the form hereof and any other document delivered by the “ Insurer ” in connection with this “ Policy ”, shall constitute “ Confidential Information ” of the “ Insurer ”, and the “ Insurer ” shall be entitled to use the form of this “ Policy ” in its business with no restrictions imposed by the provisions of this Section XI.

Notwithstanding anything to the contrary set forth in this “ Policy ”, each of the “ Insurer ”, the “ Insured ” and the “ Additional Named Insured ” (and each employee, representative, or other agent of such party) may disclose to any and all “ Persons ”, without limitation of any kind, the Tax Treatment and Tax Structure of this “ Policy ”. For purposes of these provisions, “ Tax Treatment ” is strictly limited to the purported or claimed United States federal income tax or Cayman Island tax treatment of this “ Policy ” and “Tax Structure” is strictly limited to any fact that may be relevant to understanding the purported or claimed United States federal income tax or Cayman Island tax treatment of this “ Policy ”. These provisions are meant to be interpreted so as to prevent this “ Policy ” from being treated as offered under “conditions of confidentiality” within the meaning of the Internal Revenue Code and the Treasury Regulations thereunder.

SECTION XII. GENERAL POLICY PROVISIONS

ASSIGNMENT : This “ Policy ” and any and all rights under this “ Policy ” may not be assigned by any party without the prior written consent of the other parties; provided , however , that the “ Insurer ” may assign this “ Policy ” and any and all rights under this “ Policy ” to an insurance company that is an “ Affiliate ” of the “ Insurer ” without the prior written consent of the “ Covered Entities ” so long as such “ Affiliate ”, at the time of transfer, has a financial strength rating from any of Standard & Poor’s Rating Services, a division of the McGraw-Hill Companies, Inc., Moody’s Investors Services, Inc., A.M. Best Company, Inc. or Fitch, Inc. equal to or better than that of the “ Insurer ”, but in no event less than a single A rating, at the time of such assignment, and in the event of any such assignment by the “ Insurer ”, the “ Insurer ” or the assignee shall provide the “ Covered Entities ” with prior written notice of such assignment and the assignee shall confirm, in writing, that it is capable of meeting any payments of “ Claim Amounts ” and accepts all obligations under this “ Policy ” and makes all representations, warranties and covenants of the “ Insurer ” under this “ Policy ”. The “ Insurer ” shall not be bound by any assignment or transfer of interest that takes place without its prior written consent. Any purported or actual assignment of this “ Policy ” or of any right or benefit granted or conveyed to the “ Covered Entities ” hereunder or under any “ Coverage Certificate ” or “ Amended Coverage Certificate ” that is made without the express prior written consent of the “ Insurer ” is void ab initio .

CHANGES AND WAIVERS : Notice to any representative of the “ Insurer ” or knowledge possessed by any such representative or by any “ Person ” shall not effect a waiver or change in any part of this “ Policy ”; nor shall the terms of this “ Policy ” be waived, changed, modified or amended unless agreed to in writing by an Authorized Officer of the “ Insurer ”. The failure of any party to enforce any provision of this “ Policy ” shall not constitute a waiver by such party of any such provision. Any past waiver of a provision by any party shall not constitute a course of conduct or a waiver in the future of that same provision.

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EXAMINATION OF BOOKS AND RECORDS : The “ Insurer ” shall have the right, but not the obligation, from time to time to examine or audit, at such applicable “ Covered Entity’s ” expense, all of the “ Covered Entity’s ” books and records that pertain to the coverage provided by this “ Policy ”, all “ Covered Policies ”, and all transactions contemplated by and all reports and information delivered in relation to the “ Transaction Documents ” and “ Policy Documents ”. The “ Insurer ” shall notify such “ Covered Entity ” of such an inspection at least five (5) “ Business Days ” in advance. To the extent that such books and records are to be maintained by a third party on behalf of such “ Covered Entity ”, such “ Covered Entity ” shall ensure that any related agreement with such third party allows for the “ Insurer ” to examine such books and records and the “ Covered Entity ” shall direct such third party to allow the “ Insurer ” to examine such books and records in accordance with this section.

ASSISTANCE AND COOPERATION : Each “ Covered Entity ” and “ MPIC Servicer ” shall comply with all lawful and reasonable requests of the “ Insurer ” to assist the “ Insurer ” in verifying the validity of a loss and securing any rights, remedies or recoveries arising out of a payment by the “ Insurer ” under this “ Policy ” (including those relating to any “ Covered Policy ”), including without limitation assisting the “ Insurer ” to obtain information regarding any “ Covered Policy ” or the “ Underlying Life ” under any “ Covered Policy ” from any “ Life Insurance Carrier ”, insured, trustee or other relevant “ Person ”. In addition, each “ Covered Entity ” and “ MPIC Servicer ” shall use commercially reasonable efforts to comply (and to cause all such other “ Persons ” to comply) with all lawful and reasonable requests that may be made by the “ Insurer ” in connection with keeping a “ Covered Policy ” in force, including without limitation paying (or arranging for the payment of, or allowing the “ Insurer ” if the “ Insurer ” so chooses to pay or arrange for the payment of) additional premiums on such “ Covered Policy ”; it being understood that any such requests that may be made by the “ Insurer ” shall be in writing.

THIRD PARTIES : This “ Policy ” shall not be deemed to give any right or remedy whatsoever to any third party unless said right or remedy is specifically granted to such third party by the terms hereof. For the avoidance of doubt, no third party rights are created in favor of any “ Person ”, including without limitation, any equity holders of the “ Additional Named Insured ” that are limited to an interest in the “ Covered Portfolio ”.

ENTIRE AGREEMENT : This “ Policy ”, together with all other documents, agreements and information referred to herein (including every “ Covered Policy ” and other “ Transaction Document ”), all “ MPIC Applications ”, “ Amended MPIC Applications ”, “ Coverage Certificates ”, “ Amended Coverage Certificates ”, “ Proofs of Claim ”, “ Recovery Reconciliations ” and other documents, reports and information delivered under or in relation to any of the foregoing, contains the full and complete understanding and agreement between the parties hereto with respect to the subject matter hereof. The parties acknowledge that no party is entering into this “ Policy ” in reliance upon any term, condition, representation or warranty not stated herein or in the foregoing items and that this “ Policy ”, together with all of the foregoing items, replaces any and all prior agreements whether oral or written, pertaining to the subject matter hereof.

CONSTRUCTION : It is understood and agreed that this “ Policy ” is a manuscript policy that has been negotiated at arm’s length and on equal footing as among the “ Insured ”, “ Insurer ” and the “ Additional Named Insured ”, that all parties are sophisticated and that all parties fully understand and agree to all the terms and conditions contained in this “ Policy ”. Accordingly, in any dispute concerning the meaning of this “ Policy ”, or any terms or condition hereof, such dispute shall be resolved without any presumption or rule of construction in favor of either party or any related or similar doctrine. With respect to each defined term, the singular shall include the plural and the plural shall include the singular wherever the context of this “ Policy ” permits.

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NOTICES : Except as set forth in Section XII.J below, any communication required to be given hereunder shall be effective only if in writing and shall be deemed sufficiently given only if sent to the “ Insured ”, to the “ Additional Named Insured ” or to the “ Insurer ”, as applicable, at the address or facsimile number shown below, unless a change in address is received by the notifying party.

If to the “ Insurer ”:

With copies to the lender of any “ Permitted Loan ” at its address as set forth in the related “ Loan Documents ”.

If to the “ Insured ”:

With copies to the lender of any “ Permitted Loan ” at its address as set forth in the related “ Loan Documents ”.

If to the “ Additional Named Insured ”:

With copies to the lender of any “Permitted Loan” at its address as set forth in the related “ Loan Documents ”.

With regard to any notices or other documents referenced in this “ Policy ” that are to be delivered to the “ Insured ” or the “ Additional Named Insured ” by any “ Person ” other than the “ Insurer ”, such notices shall be deemed to have been delivered to the “ Insured ” or the “ Additional Named Insured ” in the event that they were delivered to any named agent, servant or employee of the “ Insured ” or the “ Additional Named Insured ” or any other “ Person ” appointed by the “ Insured ” or the “ Additional Named Insured ” to perform any duties on behalf of the “ Insured ” or the “ Additional Named Insured ” in connection with this “ Policy ”.

GOVERNING LAW : This “ Policy ” shall be interpreted and all disputes and controversies arising under or related to this “ Policy ” shall be governed by and decided under the internal laws of the State of South Dakota, without regard to conflicts or choice of laws principles that would require or allow for the application of any other jurisdiction’s law.

SERVICE OF SUIT : Each of “ Insured ”, the “ Additional Named Insured ” and “ Insurer ” hereby agree to submit to the jurisdiction of any court of competent jurisdiction within the United States. Nothing in this condition constitutes or should be understood to constitute a waiver of the “ Insurer’s ” rights to commence an action in any court of competent jurisdiction in the United

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States, to remove an action to a United States District Court or to seek a transfer of a case to another court as permitted by the laws of the United States or of any state in the United States. Service of process in such suit may in the case of the “ Insurer ” be made upon ____________________, in the case of the “ Insured ” may be made on _____________________ and in the case of the “ Additional Named Insured ” may be made on _______________________.

Further, pursuant to any statute of the Cayman Islands or any state, territory, or district of the United States which makes provision therefore, the “ Insurer ” hereby designates the Superintendent, Commissioner, or Director of Insurance, other officer specified for that purpose in the statute, or his or her successor or successors in office as its true and lawful attorney upon whom may be served any lawful process in any action, suit, or proceeding instituted by or on behalf of the “ Insured ” or the “ Additional Named Insured ” arising out of this “ Policy ”, and hereby designates the above named counsel as the individual to whom the officer is authorized to mail such process or a true copy thereof.

PAYMENT OF NON-VALID CLAIMS : If “ Insurer ” disagrees with a “ Claim Amount ”, it can provide payment of such amount without binding itself to such “ Claim Amount ” as long as it provides a written notice of such dispute to the “ Covered Entities ”. “ Covered Entities ” shall use any disputed claim proceeds to retire a “ Permitted Loan ” and/or provide for an escrow of such funds until such time as a court can determine the validity of such Claim. If the Insurer’s dispute is proved to be accurate, “ Covered Entities ” shall return such “ Claim Amounts ” and the “ MPIC Servicer ” shall amend the “ Proof of Claim ” or “ Recovery Reconciliation ” such that they accurately reflect the court’s conclusion, and the “ Covered Entities ” agree to pay interest on such “ Claim Amount ”, from the date of receipt related thereto, at a rate equal to “ LIBOR ” plus 1,000 basis points, compounded annually and based on a 360 day year.

COUNTERPARTS : This “ Policy ” may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document.

INDEMNIFICATION : The “ Covered Entities ” agree, jointly and severally, to indemnify and hold harmless the “ Insurer ”, its “ Affiliates ” and their respective officers, directors, shareholders, controlling persons, employees, agents, advisors, successors, transferees, participants and assigns (the “ Insurer ” and each of the foregoing persons being individually called an “ Indemnified Party ”) from and against any and all claims, demands, damages, losses, liabilities, charges and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted against any “ Indemnified Party ” (all of the foregoing being collectively called “ Indemnified Losses ”), in each case, related to or arising out of or in connection with (i) any breach or alleged breach by a “ Covered Entity ” of any representation, covenant or warranty or failure by a “ Covered Entity ” to comply with any of the agreements set forth in this “ Policy ”, (ii) any failure of a “ Covered Portfolio ” or a “ Covered Policy ” to comply with all “ Applicable Laws ”, (iii) any fraud of a “ Covered Entity ” or of any officer, director, employee, any affiliate, representative or agent thereof in connection with this “ Policy ”, any “ MPIC Application ” any “ Amended MPIC Application ” any “ Proof of Claim ”, any “ Recovery Reconciliation ” or any other report, information, certificate, document or instrument delivered by or on behalf of a “ Covered Entity ” under or in relation to this “ Policy ” and (iv) all reasonable costs and expenses incurred by or on behalf of the “ Insurer ” in the enforcement of its rights and remedies hereunder. The indemnification available to any “ Indemnified Party ” (including the “ Insurer ”) under this Section XII shall not be reduced in any way by any “ MPIC Premium ” or “ Commitment Fee ” received or receivable by the “ Insurer ” pursuant to this “ Policy ”. The “ Covered Entities ” shall remit payment with respect to a claim for indemnification under this Section XII within fifteen (15) “ Business Days ” of any non-appealable court ruling confirming the amount due or other

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agreement as to the amount thereof by an “ Indemnified Party ” and the “ Covered Entities ”. The indemnification provided by this Section XII shall survive the termination of this “ Policy ”.

INADVERTENT ERRORS : If, after the issuance of a “ Coverage Certificate ”, the “ Insurer ” or a “ Covered Entity ” discovers that an inadvertent error has been made in such “ Coverage Certificate ”, such party shall promptly notify the other parties of such inadvertent error. Following such notification, such inadvertent error may be corrected with the issuance of a replacement “ Coverage Certificate ”, but only under one of the following circumstances: (i) such inadvertent error was an inadvertent omission, incorrect reference, typographical error or unintended inconsistency in any “ MPIC Application ” or any “ Coverage Certificate ” and the issuance of the revised “ Coverage Certificate ” would not adversely affect the rights of the “ Insurer ” or a “ Covered Entity ”; (ii)(x) concurrently with the issuance of such revised “ Coverage Certificate ”, the “ Covered Portfolio ” and any related loan purchased by a “ Covered Entity ” is repaid to the extent necessary to restore the “ Insurer ” and the “ Covered Entities ” to the same position that each such “ Person ” would have occupied had such inadvertent error not occurred and (y) the issuance of the revised “ Coverage Certificate ” would not adversely affect the rights of the “ Insurer ” or a “ Covered Entity ”; or (iii) any other circumstance in which the issuance of such revised “ Coverage Certificate ” would not adversely affect the rights of the “ Insurer ” or a “ Covered Entity ”.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

-24-

IN WITNESS WHEREOF, __________________has caused this “ Policy ” to be signed by its President, and countersigned on the declarations page by a duly Authorized Agent of the Company.

This “ Policy ” shall not be valid unless signed at the time of issuance by an authorized representative of the “ Insurer ” on the “ Declarations ” page.

IN WITNESS WHEREOF, each of the “ Insured ”, the “ Additional Named Insured ” and the “ Broker ” has caused this “ Policy ” to be signed by its duly authorized representative.


Broker:




By:
Name:
Title:


Insured:





By:
Name:
Title:


Additional Named Insured:







By:
Name:
Title:

STRUCTURING AND CONSULTING AGREEMENT

This Structuring and Consulting Agreement (“ Agreement ”) is entered into this 14 ^th day of March 2013 by and between Anew Life, Inc. (“ ANEW ”), and Europa Settlement Advisors Ltd. (“ ESA ” or “ Consultant ”). Each of ANEWand ESAmay be individually referred to herein as a “ Party ” or collectively as the “ Parties .”

WHEREAS, ESA is engaged in the business of structuring pooled life insurance purchases, sales and financing in Luxembourg, Ireland and Germany.

WHEREAS, ANEW isrecently engaged in the business of purchasing net life insurance benefits (“ NIBs ”) and other products tied to life insurance policies on insured’s aged 75 and older.

WHEREAS, ESA advised and assisted ANEW in the purchase of NIBs from PCH Financial S.a.r.l. with an aggregate par value of $6,599,000.00.

WHEREAS, ESA has relationships with other European sellers of insurance policies and related benefits.

WHEREAS, ESA has agreed to advise and assist ANEW in the structuring and acquisition ofadditional NIBs related to life insurance policies from other parties.

WHEREAS, ANEW has agreed to compensate ESA for its services as set forth below.

NOW THEREFORE, the Parties hereto agree as follows:

Transaction . ANEW is in the process of raising funds for the purchase of additional NIBs.

Appointment of ESA as Consultant . ESA is being retained to assist ANEWin the Transaction.ESA agrees that its staff shall be available to discuss the Transaction with ANEW at all reasonable times and to produce summaries, reports and assistance as reasonably requested by ANEW.

No Obligation to Purchase . The Parties acknowledge that nothing in this Agreement obligates ANEW to purchase any NIBs ESAmay present or to pay any amounts to any Party, except as specifically provided herein.ANEW may enter into a separate agreement related to the purchase of NIBs or other assets from other parties.

Compensation . The Consultant will be paid three hundred thousand dollars ($300,000.00) upon the execution of this Agreement for its assistance with the Transaction and for consulting services and advice rendered prior to the date hereof. Consultant agrees that no further amounts shall be due for its services until such time as ANEW obtains the Target Acquisition provided by ESA.

Expenses . The Parties will be responsible for their own expenses.

Termination . ANEW may terminate this Agreement at any time with or without cause. For the termination to be effective, the terminating Party must deliver written notice of termination to the other Party. Notification can be made by standard US mail or by e-mail.

Confidential and Proprietary Information . All trademarks, trade names, trade secrets, know-how, logos, symbols, service marks, designs, operating manuals, programs, program materials, plans, charts, data, customers, records, pricing, marketing strategy, procedures, processes, agreements and all contracts which

-1-

ANEWis a party or by which ANEW is bound that have or could have commercial value, and all other business documents or confidential, proprietary or secret information currently or in the future developed or maintained by ANEW, including, but not limited to, those created by Consultant while performing Services for ANEW (collectively, “Proprietary Materials”) shall be the sole and absolute property of ANEW, as applicable. Consultant shall maintain the confidentiality of all Proprietary Materials. Except upon the prior written consent of ANEW, during the term of this Agreement and thereafter, Consultant shall not release, disclose, disseminate, use, copy, exploit or take any such Proprietary Materials for Consultant’s own use or for the use of any other person or entity.

Miscellaneous .

Due Authorization . Each Party represents to the other that its execution of this Agreement has been authorized by all necessary company action, if such action is required, and that this Agreement constitutes a binding obligation of such Party. Each individual who executes this Agreement on behalf of a Party represents to all Parties that he, she or it is authorized to do so. This Agreement will bind each Party’s successors and permitted assigns.

Counterparts. This Agreement may be executed in counterparts each of which will be deemed an original, and such counterparts when taken together shall constitute but one agreement.

Governing Law. This Agreement and its interpretation and enforcement are governed by the laws of the state of Utah.

Entire Agreement. This Agreement sets forth the entire understanding of the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings between the Parties regarding the subject matter of this Agreement.

Amendments. No amendment or modification of any provision of this Agreement will be effective unless made in writing and signed by each of the Parties.

Severance. If for any reason any provision of this Agreement is determined by a tribunal of competent jurisdiction to be legally invalid or unenforceable, the validity of the remainder of the Agreement will not be affected and such provision will be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision will then be enforceable and enforced.

-2-

IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as of the Effective Date.

[SGA161LETTERJAVAEXPRESS002.GIF]

April 3, 2013

Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

We have read the statements included under Item 4.01 of Form 8-K dated March 29, 2013, of Java Express, Inc. to

be filed with the Securities and Exchange Commission and agree with such statements insofar as they relate to our

firm.

Sincerely,

/s/ Sadler, Gibb & Associates, LLC

Sadler, Gibb & Associates, LLC


Nevada	000-50547	88-0515333
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
Incorporation)


Date of Inv.	Price	Stock Issued	Per Share Price	Ownership Interest %	Category of Stockholders
1/31/13	$33,275	33,275,000	$0.001	89.8%	ANEW LIFE Founders
3/08/13	$3,872,975	3,762,369*	$1.0294	10.2%	ANEW LIFE Private Offering Subscribers


Common Stockholders	Ownership Interest %	Category of Stockholders
33,275,000	81.5%	ANEW LIFE Founders
3,762,369	9.3%	ANEW LIFE Private Offering Subscribers
3,760,072	9.2%	Java Express Pre-Merger Stockholders
40,797,072	100%	ANEW LIFE and all Java Express Stockholders


Lender	German licensed lender
Borrowers	German GmbH and/or its Luxembourg S.a.r.l. subsidiary
Credit Facility	Lender will advance funds, no more frequently than once per month, to Borrower for “Permitted Purposes”.
Permitted Purposes	Loan proceeds shall be used solely for the payment of Transaction Fees, the repayment of certain indebtedness relating to the Life Policies approved by the Lender, the payment of servicing fees, to pay premiums due and payable on the Life Policies, the payment of MPIC Premium and the Commitment Fee, the payment of Administration Cost, or for reimbursement of premiums previously paid on the Life Policies, in each case in accordance with the terms set forth in the Disbursement Schedule, and to pay other amounts set forth on the Disbursement Schedule and approved by the Lender in writing, in its sole and absolute discretion.
LTV Limit Trigger Event	No advances shall be required if the loan amount exceeds the product of (a) initially, seventy-five percent (75%), subject to certain increases, and (b) (i) the sum of the Aggregate Collateral Value of all the Life Policies on such date and (ii) any cash pledged to the Lender on such date (the “LTV Limit”) and borrower shall be required to pay down the loan so that no such violation exists.
LED Limitations on Credit Facility	No advances shall be required if the loan amount exceeds the applicable regulatory large exposure limits applicable to the loan and the lender (the “LED Limit” ) and borrower shall be required to pay down the loan so that no such violation exists.
Aggregate Collateral Value	The Aggregate Collateral Value shall be recalculated if the life expectancy of the Insured increases by 25% or more, the insurer is downgraded below “Baa3” by Moody’s or “BBB-” by S&P, or any suit, action or legal proceeding is filed.
Interest	Interest shall accrue at an annual rate of 7.1%, compounded quarterly
Default Interest	The Default rate of interest shall be 12.1%
Indemnity	Borrowers (jointly and severally) agree to indemnify and hold Lender and its affiliates harmless
Fees	The loan includes the following fees: 1. Origination Fee equal to the face amount of the underlying policies times 0.25% 2. A quarterly Servicing Fee equal to the product of (i) 0.25 (ii) the face amount of the underlying policies and (iii) fifteen basis points (.15%) and any other amounts due and payable under the servicing agreement. 3. Structuring Costs. 4. Transaction Fees.
Collateral	Collectively, the Life Policies, and any and all proceeds therefrom, and all proceeds payable to the accounts required to be set up and controlled pursuant to the Intercreditor Agreement.
Repayment Priority	As proceeds are received in connection with the collateral, such proceeds shall be applied as follows: First, (1) if such amounts represent proceeds in respect of a Life Policy, and on such date, the LTV Limit is less than fifty percent (50%), all such amounts to an account designated in writing by the Borrowers, otherwise, to the Lender, in an amount equal to the Collateral Value of such Life Policy, to the payment of accrued and unpaid interest and then to the payment of the outstanding principal balance of the Loan and (2) if such amounts represent other funds, including, without limitation, payments made by MPIC Provider under the MPIC, only to the payment of accrued and unpaid interest in respect of the Loan; second, to the Servicer, to the payment of earned and unpaid Servicing Fees; third, if such amounts represent proceeds in respect of a Life Policy, to the Lender, to the payment of accrued and unpaid interest in respect of the Loan to the extent not paid pursuant to clause (i) above; fourth, to the Lender, to the payment of the outstanding principal balance of the Loan; and fifth, to an account previously designated in writing by the Borrowers, any remaining amounts.
Prepayment Penalty	“Prepayment Penalty Amount” means the amount (if any) by which (a) the interest which the Lender should have received for the period from the date of receipt of the prepayment amount to the Final Maturity Date in respect of such prepayment amount, had such prepayment amount received been paid on the Final Maturity Date exceeds (b) the amount of interest the Lender would have received if it deposited such prepaid amount with a leading bank in the London interbank market for a period starting on the Business Day following receipt of such prepaid amount and ending on the Final Maturity Date.
Other Borrower Costs	Borrower shall be responsible for paying additional costs associated with regulatory changes or violations as provided in the loan agreement.
MPIC	Prior to any advance under the credit facility, borrower must provide confirmation of mortality protection insurance coverage (MPIC).
Final Maturity Date	The earlier of (i) 4th anniversary of the First Advance, unless on such date, the Servicer is entitled to submit a Proof of Claim (as defined in the MPIC) under the MPIC with respect to the period ending on such 4th anniversary of the First Advance, then on the related Payment Date (as defined in the MPIC) and (ii) the date that is six months prior to the expiration of the Term (as defined in the MPIC).
Advance Maturity Date	All advances are due upon the earlier to occur of (i) a Permissible Sale of such Life Policy, (ii) the Final Maturity Date and (iii) the date of deposit of the related death benefit into (A) if and as long as the Intercreditor Agreement remains in full force and effect, the Policy Account and (B) otherwise, the Borrower Account.


Insurer	One or more insurance companies with a financial strength rating of no less than A-.
Insured	Luxembourg S.a.r.l. that directly or indirectly through subsidiaries, owns the life insurance policies.
Term of Coverage	The fifteenth (15 ^th ) anniversary of the effective date of any coverage certificate. The Policy may be cancelled by any party with 10 days written notice, but such termination shall not affect any coverage under an outstanding coverage certificate.
Payment of Claim Amount by Insurer	During the Term, if on any Anniversary Date, beginning on the second Anniversary Date, the sum of the Gross Cash Flows and the Recovery Principal are less than the sum of the Attachment Point and the Cumulative Recovery Premium Paid then the Insurer shall pay to the applicable Covered Entity the Claim Amount on or before the related Payment Date; provided, however that, in the event a Claim Amount is payable in connection with the second Anniversary Date in excess of the product of (x) six percent (6.0%) and (y) the cumulative Death Benefits of all Covered Policies, the Claim Amount payable on such Payment Date shall be reduced by the amount of such excess and such excess shall not be due and payable until the third Anniversary Date of the Policy.
Claim Amount	The Claim Amount is the amount equal to the difference between (i) the sum of the related Attachment Point and the Cumulative Recovery Premium Paid and (ii) the sum of the Gross Cash Flows payable through such Anniversary Date, and the related unpaid Recovery Principal.
Repayment of Claim Amount / Recovery Amounts	If any Claim Amount has been paid by the Insurer at any time hereunder, the Covered Entities shall pay a Recovery Amount to the Insurer in one or more installments, as more fully specified herein. Upon receipt by a Covered Entity of any Death Benefit or other proceeds of any Covered Policy or related property such that, as of the date of the receipt thereof, the sum of the Gross Cash Flows and the Recovery Principal exceeds the sum of the Attachment Point and the Cumulative Recovery Premium Paid, the Covered Entities shall pay to the Insurer the applicable Recovery Amount. The Covered Entities shall have the right to prepay any Recovery Principal or Recovery Premium with their own funds if Gross Cash Flows are not sufficient to cover such repayment at any time, without penalty. Each payment of a Recovery Amount shall first be applied to the Recovery Principal and then shall be applied to Recovery Premium.
Material Definitions	Attachment Point : the cumulative forecasted death benefits payable through each Anniversary Date of the Covered Portfolio that occurs during the Term, multiplied by (i) 85% for each of the first three Anniversary Dates and (ii) 75% for each succeeding Anniversary Date but (iii) $0 for each Anniversary Date after the Term Cumulative Recovery Premium Paid: the cumulative amount of Recovery Premiums paid to the insurer during the Term Gross Cash Flows : the cumulative Death Benefits paid or payable in relation to all Covered Policies in the Covered Portfolio because of the confirmed maturity of such Covered Policies since the Effective Date, which amount shall be no less than 40% of the cumulative forecasted death benefits payable for any date that is on or after the eighth Anniversary Date (the “Gross Cash Flows Floor”) Recovery Principal: the aggregate cumulative amount of the Claim Amounts paid and reduced, but not below zero, by any payments of any Recovery Amounts received by the Insurer prior to such date (and not paid or applied in reduction of any Recovery Premium); provided that such amount shall never exceed the product of (x) 25% and (y) the cumulative Death Benefits of all Covered Policies in the Covered Portfolio. Recovery Premium: the aggregate balance, from time to time, of the interest accrued on the Recovery Principal at the rates and compounded as described in the Coverage Certificate (rates are labor based and vary depending on outstanding balances), together with interest accrued on all accrued and unpaid Recovery Premium at the same rates and following the same compounding methodologies from the start date specified in such applicable Coverage Certificate; provided that no interest shall accrue on any portion of the Recovery Principal that is payable based on the implementation of the Gross Cash Flows Floor on and after the eighth Anniversary Date due to the Gross Cash Flows at such time being lower than the Gross Cash Flows Floor.
Permitted Policy Sales and Substitutions	The Insurer must approve any Policy sale that does not result in the full repayment of any outstanding Recovery Amounts. The Insurer may, in its sole discretion, permit a substitution of new Policies to replace any sold Policies.
MPIC Premium	MPIC Premium = 2% of the cumulative Death Benefits of the Covered Policies is due on or before the issuance of any Coverage Certificate.
Commitment Fee	Commitment Fee = 1% of the cumulative Death Benefits of the Covered Policies is due if there is a Payment Date related to the third Anniversary Date, on such Payment Date otherwise on the date that is ninety (90) days after the third Anniversary Date.
Exclusions	The Policy is subject to multiple exclusions as set forth in the Policy.
Subrogation	Payments under the Policy are subordinate to any Senior Loans as described more fully in the Intercreditor Agreement.


Title Of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner (1)	Percent of Class(1)
Common Stock	ZOE, LLC(2)	16,100,000	39.5%
Common Stock	Primary Colors, LLC(3)	4,000,000	9.8%
Common Stock	Radiant Life, LLC(2)	4,000,000	9.8%
Common Stock	Smartrade Consulting, Inc.(4)	4,000,000	9.8%
Total:		28,100,000	68.9%


Title Of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class(1)
Common Stock	Glenn S. Dickman	1,942,880	4.76%
Common Stock	Randall F. Pearson	291,431	Less than 1%
Common Stock	Ty Mattingly(2)	5,500,000	13.5%
Common Stock	Officers and Directors as a group (three persons)	7,734,312	18.96%


Name	Positions Held	Date of Election or Designation	Date of Termination or Resignation
Glenn S. Dickman	Director	03/29/13	*
	Secretary	03/29/13	*
Ty Mattingly	Director	03/29/13	*
Randall F. Pearson	President	03.29/13	*
	Director	04/01/13
Jini Suttner	Director	03/29/13	04/01/13
Jonathan Moffitt	Director	10/12/12	03/29/13
	President and Chief Executive Officer	10/12/12	03/29/13
Mark C. Burdge	Director	02/09/09	10/12/12
	President and Chief Executive Officer	02/09/09	10/12/12
Del Higginson	Director	02/09/09	03/29/13
	Secretary, Treasurer, Chief Financial Officer	02/09/09	03/29/13


Name and Principal Position (a)	Year (b)	Salary ($) (c)	Bonus ($) (d)	Stock Awards ($) (e)	Option Awards ($) (f)	Non-Equity Incentive Plan Compensation ($) (g)	Nonqualified Deferred Compensation ($) (h)	All Other Compensation ($) (i)	Total Earnings ($) (j)
Mark C. Burdge	12/31/12	0	0	0	0	0	0	0	0
President	03/31/12	0	0	0	0	0	0	0	0
Director	03/31/11	0	0	0	0	0	0	0	0
CEO (1)

Del Higginson	12/31/12	0	0	0	0	0	0	0	0
Director	03/31/12	0	0	0	0	0	0	0	0
Treasurer	03/31/10	0	0	0	0	0	0	0	0
CFO(2)


ANEW LIFE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' EQUITY

								Deficit
								Accumulated
							Receivable for	During		Total
	Common Stock			Additional Paid In			Common Stock		Development	Stockholders'
	Shares	Amount		Capital			Subscribed	Stage		Equity
Balance, January 31, 2013	-		$ -	$	-	$		$	-	$	-

Common Stock issued to founders	33,275,000		33,275		-		(33,275)		-		-

Common Stock issued for cash	3,373,793		3,374		3,469,601		-		-		3,472,975

Common Stock issued for a subscription receivable	388,576		389		399,611		(400,000)		-		-

Net loss for the period ended March 18, 2013	-		-		-		-		(24,184)		(24,184)

Balance, March 18, 2013	37,037,369	$	37,038	$	3,869,212	$	(433,275)	$	(24,184)	$	3,448,791


ANEW LIFE, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS

				From Inception to
				March 18,
				2013

OPERATING ACTIVITIES

	Net Loss			$	(24,184)
	Changes in Operating Assets and Liabilities:
		Accounts payable and accrued expenses			23,959
		Investment in net insurance benefits			(3,300,000)

			Net Cash Used in Operating Activities		(3,300,225)

FINANCING ACTIVITIES

	Common Stock issued for cash				3,472,975

			Net Cash Provided by Financing Activities		3,472,975

NET DECREASE IN CASH					172,750
CASH AT BEGINNING OF PERIOD					-

CASH AT END OF PERIOD				$	172,750

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

	NON CASH FINANCING ACTIVITIES:
		Cash paid for interest		$	-
		Cash paid for income taxes		$	-
		Common stock issued for subscription receivable		$	433,275
		Life insurance policies purchased with debt		$	2,999,000


ANEW LIFE, INC.
Unaudited Proforma Consolidated Balance Sheet

Anew Life, Inc. March 18, 2013
Java Express, Inc. December 31, 2012

		Anew Life, Inc		Java Express, Inc.
		March 18,			December 31,
		2013			2012	Adjustments				Consolidated
ASSETS
Current Assets
	Cash and Cash Equivalents	$	172,750	$	356					$	173,106
Total Current Assets			172,750		356						173,106

Other Assets
	Investment in Policies		6,299,000								6,299,000

Total Other Long-term Assets			6,299,000								6,299,000

Total Assets		$	6,471,750	$	356					$	6,472,106

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
	Accounts Payable	$	20,518	$	11,551					$	20,518
	Advances		-		4,000						4,000
	Advances from related parties		-		20,050						20,050
	Notes Payable		2,999,000		750						2,999,750
	Notes Payable - related party		3,441		2,500						5,941
	Accrued Interest				616						616
Total Current Liabilities			3,022,959		39,467						3,062,426

Total Liabilities			3,022,959		39,467						3,062,426

Stockholders' Equity
	Preferred Stock, par value $0.001; 10,000,000 shares authorized; no shares issued and outstanding		-		-						-
	Common Stock, authorized 500,000,000 shares, par value $0.001; 40,797,072 shares issued and outstanding		37,038		3,760						40,798
	Subscription Receivable		(433,275)		-						(433,275)
	Additional Paid In Capital		3,869,212		485,236	a	528,107				3,826,341
	Deficit accumulated during development stage		(24,184)		(528,107)			a	528,107		(24,184)
Total Stockholders' Equity			3,448,791		(39,111)		528,107		528,107		3,409,680
Total Liabilities and Stockholders' Equity		$	6,471,750	$	356		528,107		528,107	$	6,472,106


ANEW LIFE, INC.
Unaudited Proforma Consolidated Balance Sheet

For the Period from Inception [January 31, 2013] to March 18, 2013 for Anew Life, Inc.
For the Nine Months ended December 31 , 2012 for Java Express, Inc.

			Java Express, Inc.
	From Inception		For the
		[January 31, 2013] to	Nine Months Ended
	March 18,		December 31,		Adjustments	Consolidated
	2013		2012

INCOME	$	-	$	-		$	-

OPERATING EXPENSES
General and Administrative Expenses		3,666		23,332			26,998
Professional Fees		18,217		-			18,217

Total Operating Expenses		21,883		23,332			21,883

Loss from Operations		(21,883)		(23,332)			(21,883)

Other Income (Expense)
Interest Expense		(2,301)		(195)			(2,301)

Total Other Income (Expense)		(2,301)		(195)			(2,301)

Loss Before Income Taxes		(24,184)		(23,527)			(24,184)
Income Tax Expense		-		-			-

NET LOSS	$	(24,184)	$	(23,527)		$	(24,184)

Basic and Diluted Loss Per Share of Common Stock	$	(0.01)	$	-		$	(0.01)

Weighted Average Number of Shares Outstanding		33,915,403		3,760,000			37,675,403


Issue Date	Company	No. of NIBs	Par Value
14 June 2012	TW Life S.à r.l. V	1,983,000	US $1,983,000.00
14 June 2012	TW Life S.à r.l. VI	1,812,000	US $1,812,000.00
12 July 2012	TW Life S.à r.l. VII	1,120,000	US $1,120,000.00
12 July 2012	TW Life S.à r.l. VIII	1,684,000	US $1,684,000.00
Total		6,599,000	US $6,599,000.00


SCHEDULE II



TW Life V S.á.r.l.
TOTAL DISBURSEMENTS(1),(2)		11908862
												41074	to	42896

EXPECTED COMMITMENT AMOUNTS
							POLICY INFORMATION (OWNERSHIP %, INSURED, POLICY No.)
							0.7	0.3	0.75	0.3	0.75	0.3	0.3	0.7	0.7	1
							Barrow, Charles	Basha, Zalman	Davis, George	Gordon, George	Janis, David	Kurzrock, Helen	LePere, Robert	Peckman, Irwin	Rooney, Peter	Segal, Murray
	Policy Acquisition	Origination Fee	Administrative & Custodial Fees	Servicing	MPIC Premium	Commitment Fee	56734540	JP5582874	JP5583449	JJ7017837	JJ7034763	93808723	U10022185L	UME106562L	1.5E+08	JJ7016285
Commitment	4020000	77750	137252	233250	637550	318775	1279390	470340	283650	102390	1206975	444900	928110	403200	116130	1249200

INITIAL DISBURSEMENT
Funding Date	Policy Acquisition	Origination Fee	Administrative & Custodial Fees	Servicing	MPIC Premium	Commitment Fee	56734540	JP5582874	JP5583449	JJ7017837	JJ7034763	93808723	U10022185L	UME106562L	1.5E+08	JJ7016285
41074	4020000	77750	0	11662.5	637550	0	0	17580	11775	7140	57300	20700	94470	0	0	49800


			Outlook of Commitment Disbursement and Request Dates (US Dollar)
Request Date	Policy Acquisition	Origination Fee	Administrative & Custodial Fees	Servicing	MPIC Premium	Commitment Fee	56734540	JP5582874	JP5583449	JJ7017837	JJ7034763	93808723	U10022185L	UME106562L	1.5E+08	JJ7016285
41090			0		0	0	0	0	0	0	0	0	0	0	0	0
41105			26250		0	0	0	0	0	0	0	0	0	0	0	0
41120			3462		0	0	0	0	0	0	0	0	0	11900	0	0
41136			0		0	0	10640	0	0	0	0	0	0	0	0	0
41151			0		0	0	0	15810	0	5580	0	0	0	0	0	0
41167			0	11662.5	0	0	63420	0	9375	0	65175	20700	56190	0	0	49800
41182			0		0	0	0	0	0	0	0	0	0	0	0	0
41197			0		0	0	0	0	0	0	0	0	0	0	0	0
41212			0		0	0	0	0	0	0	0	0	0	21000	0	0
41228			0		0	0	0	0	0	0	0	0	0	0	0	0
41243			0		0	0	0	18930	0	5520	0	0	0	0	0	0
41258			0	11662.5	0	0	63420	0	14025	0	65175	20700	35730	0	0	47300
41273			0		0	0	0	0	0	0	0	0	0	0	0	0
41289			0		0	0	0	0	0	0	0	0	0	0	0	0
41304			0		0	0	0	0	0	0	0	0	0	21000	0	0
41320			0		0	0	0	0	0	0	0	0	0	0	0	0
41333			0		0	0	0	18930	0	5490	0	0	0	0	0	0
41348			0	11662.5	0	0	63420	0	14025	0	62325	22500	41460	0	0	55600
41363			0		0	0	0	0	0	0	0	0	0	0	0	0
41379			0		0	0	0	0	0	0	0	0	0	0	0	0
41394			0		0	0	0	0	0	0	0	0	0	21000	0	0
41409			0		0	0	0	0	0	0	0	0	0	0	0	0
41424			0		0	0	0	19770	0	5490	0	0	0	0	0	0
41440			26885	11662.5	0	0	64960	0	14025	0	48975	22500	41460	0	0	55600
41455			0		0	0	0	0	0	0	0	0	0	0	0	0
41470			0		0	0	0	0	0	0	0	0	0	0	4690	0
41485			0		0	0	0	0	0	0	0	0	0	14840	0	0
41501			0		0	0	0	0	0	0	0	0	0	0	0	0
41516			0		0	0	0	18480	0	5490	0	0	0	0	0	0
41532			0	11662.5	0	0	68040	0	10425	0	56625	22500	41460	0	0	55600
41547			0		0	0	0	0	0	0	0	0	0	0	0	0
41562			0	0	0	0	0	0	0	0	0	0	0	0	6090	0
41577			0		0	0	0	0	0	0	0	0	0	21840	0	0
41593			0		0	0	0	0	0	0	0	0	0	0	0	0
41608			0		0	0	0	21450	0	5070	0	0	0	0	0	0
41623			0	11662.5	0	0	68040	0	15000	0	56625	22500	38550	0	0	55300
41638			0		0	0	0	0	0	0	0	0	0	0	0	0
41654			0		0	0	0	0	0	0	0	0	0	0	5740	0
41669			0		0	0	0	0	0	0	0	0	0	21840	0	0
41685			0		0	0	0	0	0	0	0	0	0	0	0	0
41698			0		0	0	0	21450	0	4860	0	0	0	0	0	0
41713			0	11662.5	0	0	68040	0	15000	0	58800	23400	44910	0	0	63100
41728			0		0	0	0	0	0	0	0	0	0	0	0	0
41744			0		0	0	0	0	0	0	0	0	0	0	6790	0
41759			0		0	0	0	0	0	0	0	0	0	21840	0	0
41774			0		0	0	0	0	0	0	0	0	0	0	0	0
41789			0		0	0	0	22350	0	4860	0	0	0	0	0	0
41805			26885	11662.5	0	0	68810	0	15000	0	55650	23400	44910	0	0	63100
41820			0		0	0	0	0	0	0	0	0	0	0	0	0
41835			0		0	0	0	0	0	0	0	0	0	0	6790	0
41850			0		0	0	0	0	0	0	0	0	0	15330	0	0
41866			0		0	0	0	0	0	0	0	0	0	0	0	0
41881			0		0	0	0	21330	0	4860	0	0	0	0	0	0
41897			0	11662.5	0	0	70350	0	11625	0	63000	23400	44910	0	0	63100
41912			0		0	0	0	0	0	0	0	0	0	0	0	0
41927			0		0	0	0	0	0	0	0	0	0	0	7210	0
41942			0		0	0	0	0	0	0	0	0	0	22330	0	0
41958			0		0	0	0	0	0	0	0	0	0	0	0	0
41973			0		0	0	0	24150	0	4560	0	0	0	0	0	0
41988			0	11662.5	0	0	70350	0	16125	0	63000	23400	42510	0	0	64700
42003			0		0	0	0	0	0	0	0	0	0	0	0	0
42019			0		0	0	0	0	0	0	0	0	0	0	7070	0
42034			0		0	0	0	0	0	0	0	0	0	22330	0	0
42050			0		0	0	0	0	0	0	0	0	0	0	0	0
42063			0		0	0	0	24150	0	4410	0	0	0	0	0	0
42078			0	11662.5	0	0	70350	0	16125	0	65025	23970	48840	0	0	72100
42093			0		0	0	0	0	0	0	0	0	0	0	0	0
42109			0		0	0	0	0	0	0	0	0	0	0	8120	0
42124			0		0	0	0	0	0	0	0	0	0	22330	0	0
42139			0		0	318775	0	0	0	0	0	0	0	0	0	0
42154			0		0		0	25350	0	4410	0	0	0	0	0	0
42170			26885	11662.5	0		71400	0	16125	0	61950	23970	48840	0	0	72100
42185			0		0		0	0	0	0	0	0	0	0	0	0
42200			0		0		0	0	0	0	0	0	0	0	8120	0
42215			0		0		0	0	0	0	0	0	0	18060	0	0
42231			0		0		0	0	0	0	0	0	0	0	0	0
42246			0		0		0	25020	0	4410	0	0	0	0	0	0
42262			0	11662.5	0		73500	0	14700	0	69075	23970	48840	0	0	72100
42277			0		0		0	0	0	0	0	0	0	0	0	0
42292			0		0		0	0	0	0	0	0	0	0	8540	0
42307			0		0		0	0	0	0	0	0	0	25060	0	0
42323			0		0		0	0	0	0	0	0	0	0	0	0
42338			0		0		0	27690	0	4680	0	0	0	0	0	0
42353			0	11662.5	0		73500	0	19200	0	69075	23970	46590	0	0	75600
42368			0		0		0	0	0	0	0	0	0	0	0	0
42384			0		0		0	0	0	0	0	0	0	0	8330	0
42399			0		0		0	0	0	0	0	0	0	25060	0	0
42415			0		0		0	0	0	0	0	0	0	0	0	0
42429			0		0		0	27690	0	4800	0	0	0	0	0	0
42444			0	11662.5	0		73500	0	19200	0	71025	25830	52920	0	0	82600
42459			0		0		0	0	0	0	0	0	0	0	0	0
42475			0		0		0	0	0	0	0	0	0	0	9310	0
42490			0		0		0	0	0	0	0	0	0	25060	0	0
42505			0		0		0	0	0	0	0	0	0	0	0	0
42520			0		0		0	28890	0	4800	0	0	0	0	0	0
42536			26885	11662.5	0		75950	0	19200	0	68175	25830	52920	0	0	82600
42551			0		0		0	0	0	0	0	0	0	0	0	0
42566			0		0		0	0	0	0	0	0	0	0	9310	0
42581			0		0		0	0	0	0	0	0	0	19460	0	0
42597			0		0		0	0	0	0	0	0	0	0	0	0
42612			0		0		0	28740	0	4800	0	0	0	0	0	0
42628			0	11662.5	0		80850	0	14100	0	75000	25830	52920	0	0	82600
42643			0		0		0	0	0	0	0	0	0	0	0	0
42658			0		0		0	0	0	0	0	0	0	0	9660	0
42673			0		0		0	0	0	0	0	0	0	26460	0	0
42689			0		0		0	0	0	0	0	0	0	0	0	0
42704			0		0		0	31290	0	5430	0	0	0	0	0	0
42719			0	11662.5	0		80850	0	18600	0	75000	25830	49680	0	0	86500
42734			0		0		0	0	0	0	0	0	0	0	0	0
42750			0		0		0	0	0	0	0	0	0	0	10360	0
42765			0		0		0	0	0	0	0	0	0	26460	0	0
42781			0		0		0	0	0	0	0	0	0	0	0	0
42794			0	11662.5	0		0	31290	0	5730	0	0	0	0	0	0
42794			0		0		53900	0	12375	0	50025	14850	39480	0	0	62100
42794			0		0		0	0	0	0	0	0	0	0	0	0
42794			0		0		0	0	0	0	0	0	0	0	3500	0
42794			0		0		0	0	0	0	0	0	0	8820	0	0
42794			0		0		0	0	0	0	0	0	0	0	0	0
42794					0		0	0	0	0	0	0	0	0	0	0

(1)Does not include accrued interest
(2) The Bank reserves the right to disburse an additional $750,000 at its discretion


SCHEDULE II



TW Life VI S.á.r.l.
TOTAL DISBURSEMENTS(1),(2)		8119117
												41074	to	42898

EXPECTED COMMITMENT AMOUNTS
							POLICY INFORMATION (OWNERSHIP %, INSURED, POLICY No.)
							0.3	0.7	0.25	0.7	0.25	0.7	0.7	0.3	0.3	1
							Barrow, Charles	Basha, Zalman	Davis, George	Gordon, George	Janis, David	Kurzrock, Helen	LePere, Robert	Peckman, Irwin	Rooney, Peter	Quinn, William
	Policy Acquisition	Origination Fee	Service & Trustee Fees	Servicing	MPIC Premium	Commitment Fee	56734540	JP5582874	JP5583449	JJ7017837	JJ7034763	93808723	U10022185L	UME106562L	1.5E+08	93769263	Grand Total
Commitment	0	0	137252	228000	623200	311600	571410	1097460	98675	238910	419000	1072750	2257710	176580	51270	835300	8119117

INITIAL DISBURSEMENT
Funding Date	Policy Acquisition	Origination Fee	Service & Trustee Fees	Servicing	MPIC Premium	Commitment Fee	56734540	JP5582874	JP5583449	JJ7017837	JJ7034763	93808723	U10022185L	UME106562L	1.5E+08	93769263	Grand Total
41074			0	11400	623200	0	0	41020	3925	16660	19100	48300	220430	0	0	41400	1025435


			Outlook of Commitment Disbursement and Request Dates (US Dollar)
Request Date	Policy Acquisition	Origination Fee	Service & Trustee Fees	Servicing	MPIC Premium	Commitment Fee	56734540	JP5582874	JP5583449	JJ7017837	JJ7034763	93808723	U10022185L	UME106562L	1.5E+08	93769263	Grand Total
41090			0		0		0	0	0	0	0	0	0	0	0	0	0
41105			26250		0		0	0	0	0	0	0	0	0	0	0	26250
41120			3462		0		0	0	0	0	0	0	0	5100	0	0	8562
41136			0		0		4560	0	0	0	0	0	0	0	0	0	4560
41151			0		0		0	36890	0	13020	0	0	0	0	0	0	49910
41167			0	11400	0		27180	0	3125	0	21725	48300	131110	0	0	41400	284240
41182			0		0		0	0	0	0	0	0	0	0	0	0	0
41197			0		0		0	0	0	0	0	0	0	0	0	0	0
41212			0		0		0	0	0	0	0	0	0	9000	0	0	9000
41228			0		0		0	0	0	0	0	0	0	0	0	0	0
41243			0		0		0	44170	0	12880	0	0	0	0	0	0	57050
41258			0	11400	0		27180	0	4675	0	21725	48300	83370	0	0	41400	238050
41273			0		0		0	0	0	0	0	0	0	0	0	0	0
41289			0		0		0	0	0	0	0	0	0	0	0	0	0
41304			0		0		0	0	0	0	0	0	0	9000	0	0	9000
41320			0		0		0	0	0	0	0	0	0	0	0	0	0
41333			0		0		0	44170	0	12810	0	0	0	0	0	0	56980


SCHEDULE II



TW LIFE VII S.Á.R.L.
TOTAL DISBURSEMENTS(1)(2)		5146649
												41102	to	42562

EXPECTED COMMITMENT AMOUNTS
							POLICY INFORMATION (OWNERSHIP %, INSURED, POLICY No.)
							1	0.35	0.35	0.35	0.35	0.35	0.35	0.35	0.35	0.35
							Sher, Gerald	Gordon, Larry	Waldman, Melvin	Fowlie, Daniel M	Norris, Richard	Morales, Jose	Reinman, Raymond	Dunn, Bruce	Strauss, Marlene	Gianvito, Gennaro
	Policy Acquisition	Origination Fee	Administrative & Custodial Fees	Servicing	MPIC Premium	Commitment Fee	JJ7046699	JJ7002341	2058568J	1.57E+08	B00434882	01N1360321	65069847	56735444	1.58E+08	1.59E+08	Grand Total
Commitment	1640000	64596.57	106965	155032	516780	258390	480900	293580	373240	380765	143430	30135	39060	325150	283640	54985	5146649

INITIAL DISBURSEMENT
Funding Date	Policy Acquisition	Origination Fee	Administrative & Custodial Fees	Servicing	MPIC Premium	Commitment Fee	JJ7046699	JJ7002341	2058568J	1.57E+08	B00434882	01N1360321	65069847	56735444	1.58E+08	1.59E+08	Grand Total
41102	1640000	64596.57	0	9689.5	516780	0	0	10255	20160	20650	8715	0	0	17535	0	0	2308381


Outlook of Commitment Disbursement and Request Dates (US Dollar)
Request Date	Policy Acquisition	Origination Fee	Administrative & Custodial Fees	Servicing	MPIC Premium	Commitment Fee	JJ7046699	JJ7002341	2058568J	1.57E+08	B00434882	01N1360321	65069847	56735444	1.58E+08	1.59E+08	Grand Total
41120			0		0	0	0	0	0	0	0	0	0	0	0	0	0
41136			26250		0	0	36500	0	0	0	0	0	0	0	0	0	62750
41151			2490		0	0	0	0	0	0	0	0	0	0	13720	0	16210
41167			0		0	0	0	0	0	0	0	0	0	0	0	0	0
41182			0		0	0	0	17360	20160	21385	8715	0	0	0	0	0	67620
41197			0	9689.5	0	0	0	0	0	0	0	1295	0	17535	0	0	28519.5
41212			0		0	0	0	0	0	0	0	0	0	0	0	0	0
41228			0		0	0	36000	0	0	0	0	0	0	0	0	0	36000
41243			0		0	0	0	0	0	0	0	0	0	0	17570	0	17570
41258			0		0	0	0	0	0	0	0	0	0	0	0	0	0
41273			0		0	0	0	17360	20160	21735	8715	0	0	0	0	0	67970
41289			0	9689.5	0	0	0	0	0	0	0	2380	0	19495	0	0	31564.5
41304			0		0	0	0	0	0	0	0	0	0	0	0	0	0
41320			0		0	0	36000	0	0	0	0	0	19600	0	0	0	55600
41333			0		0	0	0	0	0	0	0	0	0	0	17570	0	17570
41348			0		0	0	0	0	0	0	0	0	0	0	0	0	0
41363			0		0	0	0	17360	16905	21735	8820	0	0	0	0	3745	68565


SCHEDULE II



TW Life VIII S.á.r.l.
TOTAL DISBURSEMENTS(1)(2)		7932903
												41102	to	42927

EXPECTED COMMITMENT AMOUNTS
							POLICY INFORMATION (OWNERSHIP %, INSURED, POLICY No.)
							0.65	0.65	0.65	0.65	0.65	0.65	0.65	0.65	0.65	1
							Gordon, Larry	Waldman, Melvin	Fowlie, Daniel M	Norris, Richard	Morales, Jose	Reinman, Raymond	Dunn, Bruce	Strauss, Marlene	Gianvito, Gennaro	Sanford, Earl
	Policy Acquisition	Origination Fee	Administrative & Custodial Fees	Servicing	MPIC Premium	Commitment Fee	JJ7002341	2058568J	1.57E+08	B00434882	01N1360321	65069847	56735444	1.58E+08	1.59E+08	01N1375757	Grand Total
Commitment	2400000	104250.8	112635	250202	834000	417000	545220	693160	707135	266370	55965	72540	603850	526760	102115	241700	7932903

INITIAL DISBURSEMENT
Funding Date	Policy Acquisition	Origination Fee	Administrative & Custodial Fees	Servicing	MPIC Premium	Commitment Fee	JJ7002341	2058568J	1.57E+08	B00434882	01N1360321	65069847	56735444	1.58E+08	1.59E+08	01N1375757	Grand Total
41102	2400000	104250.8	0	15637.63	834000	0	19045	37440	38350	16185	0	0	32565	0	0	16100	3513573


			Outlook of Commitment Disbursement and Request Dates (US Dollar)
Request Date	Policy Acquisition	Origination Fee	Administrative & Custodial Fees	Servicing	MPIC Premium	Commitment Fee	JJ7002341	2058568J	1.57E+08	B00434882	01N1360321	65069847	56735444	1.58E+08	1.59E+08	01N1375757	Grand Total
41120			0		0	0	0	0	0	0	0	0	0	0	0	0	0
41136			26250		0	0	0	0	0	0	0	0	0	0	0	0	26250
41151			4110		0	0	0	0	0	0	0	0	0	25480	0	0	29590
41167			0		0	0	0	0	0	0	0	0	0	0	0	0	0
41182			0		0	0	32240	37440	39715	16185	0	0	0	0	0	0	125580
41197			0	15637.63	0	0	0	0	0	0	2405	0	32565	0	0	16700	67307.63
41212			0		0	0	0	0	0	0	0	0	0	0	0	0	0
41228			0		0	0	0	0	0	0	0	0	0	0	0	0	0
41243			0		0	0	0	0	0	0	0	0	0	32630	0	0	32630
41258			0		0	0	0	0	0	0	0	0	0	0	0	0	0
41273			0		0	0	32240	37440	40365	16185	0	0	0	0	0	0	126230
41289			0	15637.63	0	0	0	0	0	0	4420	0	36205	0	0	11500	67762.63
41304			0		0	0	0	0	0	0	0	0	0	0	0	0	0
41320			0		0	0	0	0	0	0	0	36400	0	0	0	0	36400
41333			0		0	0	0	0	0	0	0	0	0	32630	0	0	32630
41348			0		0	0	0	0	0	0	0	0	0	0	0	0	0
41363			0		0	0	32240	31395	40365	16380	0	0	0	0	6955	0	127335


Capita Fiduciary
Fixed Fees per Luxco (Annual)
Services Agreement	€ 5,315
Domiciliation Agreement	€ 2,500
Mandate Agreement	€ 3,000
Total Fixed Fees		€ 10,815
Estimated Additional Charges*		€ 10,000
Total Estimated Annual Expenses per Luxco- EUR (before VAT)		€ 20,815


Genesis
Fixed Annual Fee (per Cayco)		$7,500
Estimated Additional Charges* (per Cayco)		$2,500
Total Annual Expenses – USD		$10,000


Koelln & Cie GmbH & Co. KG
Success Fee per Structure – EUR (due at loan maturity - before VAT)		€ 50,000

Other German Fees
WM Treuhand (German Accounting Firm – included in loan disbursement schedule, before VAT)		€ 5,950
Koelln & Cie GmbH & Co. KG (Annual Fee – included in loan disbursement schedule, before VAT)		€ 5,950
Managing Director Fee (Included in loan disbursement schedule, before VAT)		€ 5,950

* Please note Estimated Additional Charges are estimates only and no representations or guarantees are being made as to the sufficiency of the estimated amounts.


	_______________________________ By: Print Name: Print Title: By: Print Name: Print Title:

	_________________________________ By: Print Name: ___________________________ Print Title: ___________________________

Exhibit List
Exhibit A	List of Closing Documents
Schedule List
Schedule 1	Disbursement Schedule
Schedule 2	Life Policies
Schedule 2.1	Lender’s Address
Schedule 3	Collateral Value
Schedule 4.1	Missing Items
Schedule 5.1	Organizational Identification Numbers
Schedule 5.8	Principal Places of Business
Schedule 5.15	Subsidiaries
Schedule 14.12	Notices


	_____________________________________________________
_____________________________


Item 1.	Insured’s Name:

	Insured’s Address:

	Additional Named Insured’s Name:

	Additional Named Insured’s Address:


Item 2.	Effective Date:

Item 3.	Term:	The “ Term ” shall be continuous from the “ Effective Date ” until the earlier of: (i) the fifteenth (15 ^th ) anniversary of the “ Coverage Certificate Effective Date ” or “ Amended Coverage Certificate Effective Date ” if applicable or (ii) the date this “ Policy ” is terminated pursuant to Section VII. , as more fully described in that section.

Item 4.	Limit of Liability:	For the “ Covered Portfolio ”, the “ Limit of Liability ” shall be the amount set forth as such in the applicable “ Coverage Certificate ” or “ Amended Coverage Certificate ” as amended from time to time.

Item 5.	MPIC Premium and Commitment Fee:	For the “ Covered Portfolio ”, the “ MPIC Premium ” and the “ Commitment Fee ” shall be the amounts set forth as such in the applicable “ Coverage Certificate ” or “ Amended Coverage Certificate ” as amended from time to time and shall be payable in accordance with Section IV .

Item 6.	Broker: Mailing Address:

Item 7.	Attachments:	Exhibit A – Form of Coverage Certificate Exhibit B – Form of Proof of Claim Exhibit 1 – Calculation of Claim Exhibit C – Form of Recovery Reconciliation Exhibit 2 - Calculation of Recovery Exhibit D - Form of MPIC Application Exhibit E – Form of Status Report Exhibit F – Form of Intercreditor Agreement Exhibit G – Form of Account Control and Custodian Agreement Exhibit H – Form of Notification of Permitted Sale Exhibit I – Insured’s Account Information Exhibit J – Insurer’s Account Information Exhibit K – Form of Loan Documents Exhibit L – List of Policy Documents