AMENDMENT NO. 1 TO

STRUCTURING AND CONSULTING AGREEMENT

This Amendment No. 1 to the Structuring and Consulting Agreement (the “ Amendment ”) is entered into this   28th day of August 2013, by and between Sundance Strategies, Inc. (“ SSI ”), and Europa Settlement Advisors Ltd. (“ ESA ” or “ Consultant ”).  Each of SSI and ESA may be individually referred to herein as a “ Party ” or collectively as the “ Parties .”

WHEREAS, SSI and ESA entered into a Structuring and Consulting Agreement on June 5, 2013 (the “Agreement”) whereby SSI engaged ESA on an exclusive basis to perform certain services in connection with the purchase of net life insurance benefits (“ NIBs ”) and other products tied to life insurance policies on insured’s aged 75 and older from Del Mar Financial S.a.r.l. (“DMF”).

WHEREAS, SSI and DMF entered into an asset transfer agreement dated June 5, 2013 (the “ DMF Agreement ”) to purchase NIBs and other assets.  

WHEREAS, all capitalized terms used but not defined herein shall have the meanings set forth in the DMF Agreement.

WHEREAS, due to certain unexpected expenses advanced by SSI and delays in connection with the DMF Agreement, SSI and ESA desire to amend the Agreement to defer certain payments to ESA as set forth below.  

NOW THEREFORE, the Parties hereto agree as follows:

1.

Compensation .  SSI confirms that the Compensation set forth in Section 5 of the Agreement shall be payable to ESA; provided that such amounts shall be reduced in the event the Cash Payment associated with the DMF Agreement exceeds $8,000,000 in connection with the purchase of the NIB Transfer, on a dollar for dollar basis of such excess.  Because the current payments to DMF have far exceeded the pro rata portion of NIBs being converted into Qualified NIBs, ESA has agreed to a reduction of its compensation to ensure that the total compensation paid to ESA and DMF in connection with the NIB Transfer and the Cash Payment do not exceed $12,000,000 and that any amounts payable in excess of $8,000,000 to DMF for the NIB Transfer shall result in a reduction of the compensation payable to ESA.

2.

Miscellaneous .  

a.

Due Authorization .   Each Party represents to the other that its execution of this Amendment has been authorized by all necessary company action, if such action is required, and that this Amendment constitutes a binding obligation of such Party.  Each individual who executes this Amendment on behalf of a Party represents to all Parties that he, she or it is authorized to do so. This Amendment will bind each Party’s successors and permitted assigns.  

b.

Counterparts.  This Amendment may be executed in counterparts each of which will be deemed an original, and such counterparts when taken together shall constitute but one agreement.  

c.

Governing Law.  This Amendment and its interpretation and enforcement are governed by the laws of the state of Utah.  

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d.

No Other Amendment.  Except as amended by this Amendment, the Amendment is reconfirmed and shall remain binding and enforceable in all respects. Amendments.  No amendment or modifi cation of any provision of this Amendment or the Agreement will be effective unless made in writing and signed by each of the Parties.  

e.

Severance.  If fo r any reason any provision of this Amendment is determined by a tribunal of competent jurisdiction to be legally invalid or unenforceable, the validity of the remainder of the Amendment 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.

IN WITNESS WHEREOF, the Parties have executed this Amendment, effective as of the Effective Date.

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Collateral Release Agreement

Effective as of October 3, 2013, this Collateral Agreement (“Agreement”) is accepted and acknowledged by PCH Financial S.à.r.l. (“ PCH ”) and Sundance Strategies, Inc (“ SSI ) collectively referred to as the “ Parties ”.

WHEREAS, the Parties have entered into (i) the Loan Repayment & Asset Transfer Agreement (the “ PCH Transfer Agreement ”) , executed effective June 5, 2013 and attached hereto as Exhibit “A”, (ii) the Asset Transfer Agreement (the “ DMF Transfer Agreement ”) executed effective June 5, 2013 and attached hereto as Exhibit “B”, and (iii) the Pledge Agreement (the “ PCH Pledge Agreement ”) executed effective June 5, 2013 and attached hereto as Exhibit “C”.  Capitalized words used but not defined herein shall have the meanings set forth in the PCH Transfer Agreement;

WHEREAS, PCH transferred certain assets to Del Mar Financial, S.a.r.l. (“ DMF ”) under the PCH Transfer Agreement (the “ Target Assets ” or the “ Collateral ” under any agreement or Exhibit hereto);

WHEREAS, included in the Target Assets was that Secured Promissory Note dated March 11, 2013, in principal amount of U.S.$2,999,000.00 (the “ Note ”) attached hereto as Exhibit “D”;

WHEREAS, DMF transferred certain of the Target Assets, including the Note, to SSI under the DMF Transfer Agreement;

WHEREAS, SSI is obligated pay to PCH an aggregate amount equal to $1,717,022.37 under Sections 3.2(d) and 3.3 of the DMF Transfer Agreement and under Section 4.2(b) and 4.2(c) of the PCH Transfer Agreement no later than October 3, 2013 (the “ Final Payment ”);

WHEREAS, pending Final Payment to PCH, certain of the Target Assets and other assets held by SSI were pledged to PCH under the PCH Pledge Agreement;

WHEREAS, certain assets acquired by SSI under the DMF Transfer Agreement, including that Note, were not pledged to PCH under the PCH Pledge Agreement; and

WHEREAS, upon receipt of the Final Payment, PCH shall release all rights it has in an to any of the Target Assets or Collateral or otherwise in which SSI acquired or has any interest in by virtue of any agreement or Exhibit hereto or any exhibit to any agreement hereto, including the Note and any assets secured under the PCH Pledge Agreement, without qualification;

NOW THEREFORE, for good and valuable consideration, the parties agree as follows:

A.

Final Payment .  The Parties acknowledge that SSI owes PCH a Final Payment in the aggregate amount of $1,717,022.37 on October 3, 2013.  

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B.

Release of Collateral.   PCH acknowledges and agrees that effective on the receipt of the Final Payment on or before October 4th, all obligations of SSI to PCH under the PCH Pledge Agreement, the DMF Transfer Agreement and the PCH Transfer Agreement will be deemed to have been paid and satisfied in full in all respects, without qualification, and the SSI will have no further obligations whatsoever with respect to the Target Assets, the Collateral or otherwise, including the Note, or the other assets covered by the PCH Pledge Agreement and all security interests in and liens on any and all assets of the SSI, including, without limitation, the Target Assets, the Collateral and the Note, and the assets listed on Schedule A to the PCH Pledge Agreement, in favor of PCH, shall be terminated and released without recourse and without representation or warranty.  

C.

Miscellaneous.

1.

Binding upon Successors and Assigns . This Agreement shall be binding on and shall inure to the benefit of the Parties and their respective heirs, successors and assigns. The terms and provisions of this Agreement are for the purpose of defining the relative rights and obligations of the Parties with respect to the transactions contemplated hereby.  The Parties may not assign their rights or obligations hereunder without the prior written consent of the other Parties not to be unreasonably withheld.

2.

Further Assurances .  Following the execution hereof, the Parties agree to execute such documents as are reasonably necessary to effect the terms of this Agreement.

3.

Headings. Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be considered in interpreting any provision hereof.

4.

Counterparts; Facsimile and PDF Signatures .  This Agreement may be executed in any number of separate original counterparts and by the different parties on separate counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one Agreement. A party to this Agreement may execute and deliver its signature page hereto by facsimile or by email (pdf file). Each party hereto agrees to be bound by its own facsimile or pdf signature page and to accept, as if it were a fully executed manual signature page, the facsimile or pdf signature page of any other party hereto.

5.

Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Utah.

Signature Page Follows

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SUNDANCE STRATEGIES, INC.

/s/ Randall Pearson

By: Randall Pearson

Title: President

THE PLEDGEE:  PCH Financial S.à r.l.

/s/Martin Kramer

/s/Benoit Bauduin

By: Martin Kramer

By: Benoit Bauduin

Title: Manager

Title: Manager

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Exhibit “A”

PCH Transfer Agreement

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5 June 2013

PCH Financial S.à r.l.

as Seller

and

DEL MAR FINANCIAL, S.à r.l.

as Buyer

in the presence of

SUNDANCE STRATEGIES, INC.

as the Company

Loan Repayment & Asset Transfer Agreement

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THIS LOAN REPAYMENT AND ASSET TRANSFER AGREEMENT (the “ Agreement ”) is made on the 5 ^th day of June, 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)

DEL MAR 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, having its registered office at 6, rue Guillaume Schneider, L-2522 Luxembourg (the “ Buyer ”);

IN THE PRESENCE OF

(3)

SUNDANCE STRATEGIES, 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 “ Company ”).

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

WHEREAS

(A)

The Seller owns the assets (the “ Target Assets ”) as set forth in Exhibit A ; and

(B)

Buyer has borrowed significant funds from Seller (the “ Debt ”) and Seller has advanced or will advance additional amounts to pay expenses of the Buyer (the “ Expenses ”) as set forth in Exhibit A-1 , as amended and updated from time to time as additional expenses are paid by Seller as provided herein; and

(C)

The Buyer owns the assets (the “ Buyer Assets ”) as set forth in Exhibit B, most of which have been pledged to secure the Debt; and

(D)

The Company is, concurrently herewith, purchasing certain assets from Buyer (1) that are pledged to Seller and (2) that are being acquired from Seller hereunder (the “ Company Purchase ”); and

(E)

The Company is taking the assets related to the Company Purchase subject to the obligations of Buyer under this Agreement; and

(F)

The Seller has agreed on behalf of the Buyer to sell certain assets described and designated for third party sale on Exhibit B.  Buyer and Company agree that such assets are to be sold to 3 ^rd parties and are not subject to any of the transactions considered in this document or the Company Purchase.  

(G)

In accordance with the terms hereof, the Buyer is willing to use the proceeds of the Company Purchase to pay off the Debt and Expenses and buy the Target Assets, and the Seller is willing to sell the Target Assets in connection with the repayment of the Debts and Expenses, effective as of the date of this Agreement (the “ Effective Date ”).

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THE PARTIES HEREBY AGREE AS FOLLOWS :

1.

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

Participating debt certificates (“ PDCs ”) represent the net insurance benefits (the “ NIBs ”) from a portfolio of life settlement policies.  The Target Assets and Buyer Assets each include NIBs, as set forth in Exhibit A and Exhibit B (collectively, the “ Portfolio ”).  Seller has agreed to assist in the conversion of a portion of the Portfolio such that the NIBs on such portion meet the definition of Qualified NIBs as described herein.

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.

2.

Debt Repayment

2.1

The Buyer agrees to repay the Debt and Expenses set forth on Exhibit A-1, as updated from time to time, as described in Section 4, below.  In the event that Seller pays any additional expenses after the Effective Date, so long as such additional expenses have been approved by Buyer and the Company, such amounts shall be included in the Expenses being paid in Section 4, below.  Email approval shall be sufficient for this purpose.

3.

Transfer

3.1

The Seller agrees to sell and transfer to the Buyer, who accepts, all of the Target Assets (as set forth in Exhibit A ), such transfer to be effective as of the Effective Date and payable as described in Section 4, below.

4.

Consideration & Payment

4.1

The total consideration from Buyer for repayment of the Debt and Expenses and the transfer of the Target Assets (the “ Consideration ”) shall be US $6,000,000.00, plus an amount equal to the Expenses, payable partially on the Effective Date and partially upon the satisfaction of the Conversion (defined below).

4.2

The Consideration shall be paid as follows:

(a)

Upon the satisfaction of the Closing Conditions (defined below), the Company, by and on behalf of the Buyer, shall send US $5,000,000.00 in cash by wire transfer for the benefit of Seller’s account pursuant to the wire instructions set forth in Exhibit C (the “ Up Front Purchase Price ”) and

(b)

An amount equal to the Expenses shall be paid to Sellers on the earlier of (i) the receipt of any reimbursement received in connection with such Expenses, up to the amount of any such reimbursement, (ii) the receipt of any proceeds related to the Target Assets or the Buyer Assets (including death benefits, loan proceeds or sale proceeds), (iii) the completion of the Conversion or (iv) 120

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days following the Effective Date.  The payment of Expenses shall be secured as described in Section 7 below.

(c)

Upon the earlier of (i) completion of the Conversion or (ii) 120 days following the Effective Date, the Company, by and on behalf of the Buyer, shall send US $1,000,000.00, in cash by wire transfer for the benefit of Seller’s account pursuant to the wire instructions set forth in Exhibit C (the “ Conversion Purchase Price ”).  The Conversion Purchase Price shall be secured as described in Section 7 below.

5.

Closing Conditions.   The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the fulfillment of each of the following conditions (any or all of which may be waived in whole or in part by Buyer):

5.1

Company Note .  The Seller shall deliver to the Company, by and on behalf of the Buyer in connection with the Company Purchase, the Promissory Note issued by Company to Seller in connection with that certain NIB Transfer Agreement dated March 11, 2013, duly endorsed over to Buyer and listed on a Bill of Sale in the form attached hereto in Exhibit D .

5.2

Miscellaneous Notes .  The Seller shall deliver to the Buyer the remaining Promissory Notes issued to the Seller as described on Exhibit A , duly endorsed over to the Buyer and listed on a Bill of Sale in the form attached hereto in Exhibit D .

5.3

Transfer of Policies .  The life insurance policies listed on Exhibit A with policy numbers 159207835 and JJ711646 are each held in a Wisconsin trust, the beneficial interests of which are held by Seller.  Seller shall transfer the beneficial interests in the Wisconsin trusts to Buyer, duly executed by the trustee, pursuant to a Bill of Sale in the form attached hereto in Exhibit D .  

5.4

NIB Registration .  The NIB issuer identified on Exhibit A shall register the Buyer as holder of the NIBs issued by it in its register of NIBs. The Parties expressly grant power to the manager of the NIB issuer, acting individually and with full power of substitution, to amend and execute the above register for and on behalf of the NIB issuer 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.  Upon amendment and execution of the above register, the manager of the NIB issuer 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 its register of NIBs 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 Pledge or the Underlying Documents (as defined below).

5.5

Company Purchase .  The transaction contemplated by this Agreement shall be consummated concurrently with the sale of assets from the Buyer to the Company in accordance with the respective terms and conditions thereof (without the waiver of any terms or conditions thereof) (the “ Company Purchase ”).  If the Company Purchase agreements are not executed on or prior to the Effective Date, this Agreement shall also be terminated.  

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6.

Conversion

Seller has agreed to assist Buyer in the conversion of certain NIBs into “Qualfied NIBs” for purchase by the Company, as defined in the agreements for the Company Purchase.  Generally, Qualified NIBs are those that meet the pricing criteria of the Company and have 5 year financing for the related life insurance policies and mortality protection insurance coverage.  Seller shall use commercially reasonable efforts to assist Buyer with the conversion of any two NIBs listed on Exhibit A or Exhibit B into Qualified NIBs (the “ Conversion ”).  Upon the earlier of (a) 120 days following the Effective Date, or (b) the Conversion, Company, for and on behalf of Buyer, shall pay the Conversion Purchase Price to Seller as provided above.

7.

Pledge of Assets.  

Buyer shall receive the Target Assets free from any lien; provided, however, that until the Expenses and Conversion Purchase Price have been paid to Seller, Seller shall retain its lien against the Buyer Assets.  Seller agrees to assist Buyer in the completion of its obligations related to the Company Purchase and to release its lien on an asset by asset basis, as is necessary to satisfy its obligations under the Company Purchase and assist Buyer in generating the funds necessary to pay the Expenses and Conversion Purchase Price; provided, that Seller shall not be required to release any assets unless Seller is satisfied, in its sole discretion, that it is fully secured with respect to any Expenses or Conversion Purchase Price outstanding.  As soon as the total Consideration has been paid, Seller shall fully release all liens and claims against the Buyer Assets.  Furthermore, Company shall enter into a new pledge with Seller to secure outstanding Expenses and Conversion Purchase Price for any assets transferred from Buyer to the Company until such time as those amounts have been fully paid.    Once the Expenses and Conversion Purchase Price has been paid in full and Seller has fully released all liens and claims against the Buyer Assets, Seller shall have no further duties or obligations to the Buyer or the Company.

8.

Representations and Warranties

8.1

The Seller represents and warrants to the Buyer as of the Effective Date as follows:

(a)

The Seller is a validly organized 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)

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 the NIB Issuer described on Exhibit A is in Luxembourg, and has no “establishment” (as that term is used in the Insolvency Regulation) outside Luxembourg;

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(e)

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;

(f)

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 Seller;

(g)

The Seller does not meet or threatens to meet the criteria for the opening of any proceedings referred to under the above paragraph;

(h)

The Seller is the sole beneficial and legal owner of the Target Assets;

(i)

As of the Effective Date, the NIBs described on Exhibit A are validly issued and fully paid up and represent in aggregate one hundred percent (100%) of the NIBs issued by the NIB Issuer; 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;

(j)

Upon the delivery of the Target Assets, the Seller shall own the Target Assets 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;

(k)

As of the Effective Date, each Policy listed on Exhibit A is valid, in-force and in good-standing and has not lapsed nor is in any grace period.

(l)

In respect of this Agreement and the transactions contemplated by, referred to in or provided for by this Agreement, (i) Seller entered into this Agreement in good faith and for the purpose of carrying out their business, and (ii) they 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;

(m)

There are no proceedings or litigation at law, equity or otherwise pending or, to the knowledge of the Seller, threatened against the Seller, or to which the Seller is otherwise a party before any Governmental Authority, which, if adversely determined, would reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement, or to consummate the transactions contemplated hereby.  The Seller is not subject to any order of any Governmental Authority except to the extent the same would not reasonably be expected to have a material adverse effect on the ability of the Seller to perform its obligations under this Agreement or to consummate the transactions contemplated hereby

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8.2

The Buyer hereby represents and warrants to the Seller as follows:

(a)

The Buyer is a validly organized 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 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;

(a)

The Buyer acknowledges that the Debt and Expenses as valid and owing and agrees to the allocation of the Consideration as set forth on Exhibit E.

(d)

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 terms 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.

(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.

8.3

The Company hereby acknowledges its understanding of the terms of this Agreement and to the payment of the Consideration as set forth herein in conjunction with the Company Purchase; provided that the Company and Seller shall owe no duties to each other beyond the Seller’s duties to provide certain assistance to the Buyer in connection with the Company Purchase as described herein and the Company’s duty to make certain payments related to the Company Purchase directly to Seller.    

9.

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

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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.

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

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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.

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.

20.

Confidentiality

The Parties agree to keep the terms of this Agreement and any aspects of any financial arrangements between them (collectively “Confidential Information”), strictly confidential, and not to disclose such terms to any third party, except as required by public reporting requirements imposed by applicable law, regulation, or securities exchange rules.  In the event that reporting of Confidential Information is necessary, the reporting party shall request confidential treatment of the Confidential Information to the extent such confidential treatment is reasonably available.  The reporting party shall coordinate with the other Parties to this Agreement within 20 days of disclosure regarding the Confidential Information for which the reporting party shall seek to redact in its filing.  The reporting party shall use reasonable efforts to seek confidential treatment for all such Confidential Information; provided that notwithstanding the foregoing, each Party shall retain ultimate control and responsibility for its respective disclosures to governmental agencies and the public

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generally, as such are required by applicable law, regulation, or securities exchange rules.

Each Party may disclose Confidential Information to the extent required in any judicial or administrative proceeding, in response to a court order, judicial, administrative, or investigative subpoena, or as otherwise required by law.  A Party required to make such a disclosure shall promptly inform all other Parties of the disclosure that is sought in order to provide the other Parties opportunity to challenge or limit the disclosure obligations.

Each Party may disclose Confidential Information to its affiliates and present and former investors, shareholders, directors, officers, agents, servants, employees, sub-contractors, licenses, and sub-licensees (and, in each case, all successors, heirs, executors, estate trustees, administrators and assigns), provided that any such entity first agrees in writing to refrain from disclosure to third parties.

If a Party, in its sole discretion, deems it necessary to disclose Confidential Information to is outside attorneys, independent accountants, or financial advisors for the sole purpose of enabling such attorneys, independent accountants, or financial advisors to provide advice to the Party, then Confidential Information may be disclosed to such entities, provided that any such entity first agrees in writing to refrain from disclosure to third parties.

A Party may disclose Confidential Information to a potential investor, acquirer, assignee, or transferee of the Party or any of its assets the value of which may be affected by this Agreement, provided that any such entity first agrees in writing to refrain from disclosure to third parties.

21.

Releases

21.1

In consideration of this Agreement, Seller and Buyer, and each of their respective beneficiaries, heirs, partners, predecessors, successors, assigns, agents, representatives, employees, officers, directors, members, managers, parents, subsidiaries, divisions, shareholders, affiliates and attorneys does hereby release and forever discharge in full each other, and each of their respective beneficiaries, heirs, partners, predecessors, successors, assigns, agents, representatives, employees, officers, directors, members, managers, parents, subsidiaries, divisions, shareholders, affiliates and attorneys, from any and all accounts, charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses, both known and unknown, which they ever had, or now have, based on any events that have occurred prior to the Effective Date of this Agreement.  This release shall not constitute a release of any undertaking, obligation, representation, warranty, covenant or agreement contained in this Agreement.  The releases provided herein only include causes of action that are based on actions as of the date of this Agreement and do not include any cause of action based on violations of this Agreement or other actions of the Seller or Buyer occurring after the date of this Agreement.

21.2

In connection with this Agreement, Seller and Buyer each acknowledges that it is aware that it may later discover facts in addition to or different from those which it now knows or believes to be true, but that it is the intention of each Party to fully, finally and forever settle and release any and all disputes and differences, known or unknown, suspected or unsuspected, which now exist, may exist or formerly existed between the Seller and Buyer, and that in furtherance of that intention, this

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Agreement shall be and will remain in effect as a full and complete mutual release, regarding any and all known or unknown disputes and differences between them.

21.3

THE SELLER AND BUYER HEREBY RELINQUISH AND WAIVE ALL RIGHTS CONFERRED UPON THEM BY THE PROVISIONS OF SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA WHICH READS AS FOLLOWS:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

22.

Third Party Beneficiary.

The Company shall be a third party beneficiary of all representation and warranties of this Agreement.

(Signature Page follows)

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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

Del Mar Financial S.à r.l.

/s/Paul Jacobson By: Paul Jacobson

Title: Manager

THE COMPANY

SUNDANCE STRATEGIES, INC.

/s/ Randall F. Pearson By:

Randall F. Pearson

Title: President

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2.

NIBs

3.

Life Insurance Policies

Policy ID	Carrier	Death Benefit
GABE835	AXA	4,000,000.00
SCDO646	Lincoln National	$700,000.00

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Exhibit A-1

Debts and Expenses

Debt = Balance as of the Effective Date

$4,955,726.00

Expenses Paid since 5/1/13

For the avoidance of doubt, Expenses as defined in this Agreement as of the Effective Date are $837,022.37.  

Additional Expenses Approved and Paid After Closing

 

 

 

 

 

¹ $120,000 of this amount is expected to be reimbursed to DMF from NCB by 6/6/13 and any such reimbursement will be used to reduce this amount

² $200,000 is expected to be reimbursed to DMF in the next couple of weeks and any such reimbursement will be used to reduce this amount

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2.

NIBs

Issue Date	Debtor/Issuing Company	Number of NIBs	Par Value
May 8, 2012	TW Life I S.à r.l.	4,412,250	$4,412,250
May 8, 2012	TW Life II S.à r.l.	4,598,250	$4,598,250
May 14, 2012	TW Life III S.à r.l.	2,888,000	$2,888,000
May 22, 2012	TW Life IV S.à r.l.	2,801,000	$2,801,000

3.

Policies

Policy ID	Carrier	Death Benefit
JEBA542	Phoenix	$1,000,000

4.

Other Assets

5.

Partnership Interests – Laguna Funding LP

99.5% Limited Partnership Interest in Laguna Funding LP

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The following assets owned by Laguna Funding LP are slated for a sale to Third Parties and are not available for sale to the Company.

Exhibit C

Wire Transfer Instructions

To Be Provided Separately

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Exhibit D-1

BILL OF SALE AND ASSIGNMENT

BILL OF SALE AND ASSIGNMENT , dated as of this 5 ^th  day of June, 2013 (this “ Bill of Sale ”), from PCH Financial S.à.r.l. (the “ Seller ”), to Sundance Strategies, Inc. (the “ Company ”), by and on behalf of Del Mar Financial S.à.r.l. ( the “ Buyer ”);

W I  T N E S S E T H :

WHEREAS , the undersigned entered into a Loan Repayment and Asset Transfer Agreement (the “ Agreement ”), dated as of June 5, 2013.  All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement; and

WHEREAS , subject to and in accordance with the terms and conditions of the Agreement, the Seller has agreed to transfer to the Company the Company Note (the “ Transferred Property ”).

NOW, THEREFORE , in consideration of the payment by the Company, on behalf of the Buyer, to the Seller of the Up Front Purchase Price, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Seller by these presents does hereby sell, convey, transfer and assign to the Company, its successors and assigns forever, all of the Seller’s right, title and interest, legal and equitable, in and to the Transferred Property.

TO HAVE AND TO HOLD , unto the Company, its successors and assigns, from and after the passage of title as aforesaid, FOREVER .

The Transferred Property is being sold to the Company with only such representations or warranties as expressly set forth in the Agreement, herein or in the accompanying certificate of an authorized officer of the Seller.

The Seller shall be solely responsible for any and all transfer taxes and filing fees incurred by it in connection with this sale of Transferred Property by the Seller to the Company.

This instrument shall be binding upon, inure to the benefit of, and be enforceable by the Company and the Seller and their respective successors and assigns.

IN WITNESS WHEREOF , the Seller has caused this Bill of Sale to be executed by its duly authorized officer as of the date first above written.

PCH Financial S.à r.l.

/s/ Martin Kramer

By: Martin Kramer

Title: Manager

/s/ Benoit Bauduin

By: Benoit Bauduin

Title: Manager

 

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Exhibit D-2

BILL OF SALE AND ASSIGNMENT

BILL OF SALE AND ASSIGNMENT , dated as of this 5 ^th  day of June, 2013 (this “ Bill of Sale ”), from PCH FINANCIAL S.à.r.l. (the “ Seller ”), to Del Mar FINANCIAL S.à.r.l.  (the “ Buyer ”);

W I  T N E S S E T H :

WHEREAS , the Seller and the Buyer entered into a Loan Repayment and Asset Transfer Agreement (the “ Agreement ”), dated as of June 5, 2013.  All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement; and

WHEREAS , subject to and in accordance with the terms and conditions of the Agreement, the Seller has agreed to sell to the Buyer, and the Buyer has agreed to purchase from the Seller, certain assets, including the assets listed on Exhibit A hereto (the “ Transferred Property ”).

NOW, THEREFORE , in consideration of the payment by the Buyer to the Seller of the Up Front Purchase Price, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Seller by these presents does hereby sell, convey, transfer and assign to the Buyer, its successors and assigns forever, all of the Seller’s right, title and interest, legal and equitable, in and to the assets listed on Exhibit A hereto as same are constituted on the date hereof and wherever situated.

TO HAVE AND TO HOLD , unto the Buyer, its successors and assigns, from and after the passage of title as aforesaid, FOREVER .

The Transferred Property is being sold to the Buyer with only such representations or warranties as expressly set forth in the Agreement, herein or in the accompanying certificate of an authorized officer of the Seller.

The Seller shall be solely responsible for any and all transfer taxes and filing fees incurred by it in connection with this sale of Transferred Property by the Seller to the Buyer.

This instrument shall be binding upon, inure to the benefit of, and be enforceable by the Buyer and the Seller and their respective successors and assigns.

IN WITNESS WHEREOF , the Seller has caused this Bill of Sale to be executed by its duly authorized officer as of the date first above written.

PCH Financial S.à r.l.

/s/ Martin Kramer

By: Martin Kramer

Title: Manager

/s/ Benoit Bauduin

By: Benoit Bauduin

Title: Manager

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AMENDMENT NO. 2 TO

STRUCTURING AND CONSULTING AGREEMENT

This Amendment No. 2 to the Structuring and Consulting Agreement (the “ Amendment No. 2 ”) is entered into this 29 ^th day of October 2013, by and between Sundance Strategies, Inc. (“ SSI ”), and Europa Settlement Advisors Ltd. (“ ESA ”) and acknowledged and agreed upon by Del Mar Financial S.a.r.l. as the “Seller” under the DMF Agreement, defined below (“ DMF ”); and Michael D. Brown, as the consultant under the ESA Agreement, defined below (“ Brown ” and together with ESA and DMF, sometimes called the “ ESA Parties ”).  Each of SSI, ESA, DMF and Brown may be referred to herein as a “ Party ” or collectively as the “ Parties .”

WHEREAS, SSI and ESA entered into a Structuring and Consulting Agreement on June 5, 2013 (the “ESA Agreement”) whereby SSI engaged ESA on an exclusive basis to perform certain services in connection with the purchase of net life insurance benefits (“ NIBs ”) and other products tied to life insurance policies on insured’s aged 75 and older from DMF.

WHEREAS, SSI and DMF entered into an Asset Transfer Agreement dated June 5, 2013 (the “ DMF Agreement ”) to purchase certain NIBs and other assets.  

WHEREAS, all capitalized terms used but not defined herein shall have the meanings set forth in the DMF Agreement, and that all terms and conditions of the DMF Agreement not otherwise modified herein shall remain in full force and effect.

WHEREAS, SSI and ESA entered into Amendment No. 1 to the Structuring and Consulting Agreement (“Amendment No. 1”) to confirm that the total of the Cash Payment under the DMF Agreement and the total payments under the ESA Agreement shall not exceed $12,000,000.00 (the “ Total Up Front Cost ”), and to amend the ESA Agreement to clarify that ESA’s compensation is reduced, dollar for dollar, to the extent the Cash Payment associated with the DMF Agreement exceeds $8,000,000.00.

WHEREAS, any prior, current or future payments to the ESA Parties, including those payments listed on Schedule A and the payments described herein, shall count towards the Total Up Front Cost.

WHEREAS, the ESA Parties have been engaged in conversations with a buyer related to the sale of certain assets currently held by SSI (the “Proposed Sale”).

WHEREAS, SSI has consented to certain disclosures and activities related to the Proposed Sale based on assurances that the ESA Parties continue to be bound by the exclusivity provisions of the ESA Agreement and the DMF Agreement and the understanding that SSI has no current interest in selling any of its Qualified NIBs and a Proposed Sale, if any, will be considered only to raise capital on assets not necessary for the creation of Qualified NIBs in accordance with the DMF Agreement.

WHEREAS, ESA has made demand for an additional installment of the Structuring Fee (as defined in the ESA Agreement) in the amount of $425,000.00 (the “Advance”), based upon assurances that the payment of the Advance will not cause the total of the Cash Payment and the fees under the ESA Agreement to exceed Total Up Front Cost for the delivery of Qualified NIBs related to $400,000,000.00 of face amount of life insurance policies under the DMF Agreement.  

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WHEREAS, SSI and DMF desire to amend the Liquidated Damages outlined in Recital (K) of the DMF Agreement as set forth below.

WHEREAS, SSI agrees that the Note and Pledge Agreement to be issued by SSI on delivery and acceptance of Qualified NIBs shall be cross-collateralized by 50% of all the Qualified NIBs delivered by DMF under the DMF Agreement.

WHEREAS, SSI does not believe any payment is currently due under the ESA Agreement or the DMF Agreement, but has agreed to pay the Advance based upon (i) the assurances set forth above and (ii) ESA’s agreement to the conditions set forth below and the modification of the terms of the DMF Agreement herein, as acknowledged by DMF and Brown.

WHEREAS, the Parties agree that no additional payments of compensation will be required until the ESA Parties shall have delivered $400,000,000.00 of Qualified NIBs to SSI, and which Qualified NIBs are as defined in the DMF Agreement, and have been accepted by SSI, in accordance with the DMF Agreement.

NOW THEREFORE, the Parties hereto agree as follows:

1.

Compensation .  SSI agrees to pay the Advance to ESA, as follows:

a.

$325,000 shall be paid to ESA no later than October 18, 2013, in exchange for the assurances, conditions and agreements set forth below.  

b.

$50,000 shall be paid to ESA no later than November 15, 2013, so long as (i) Qualified NIBs related to at least $90,000,000 of face amount of life insurance shall have been delivered by DMF under the DMF Agreement by November 1, 2013, and accepted by SSI within 14 days of such delivery, and (ii) there has been no violation of the assurances, conditions and agreements set forth below.

c.

$50,000 shall be paid to ESA no later than December 15, 2013, so long as (i) Qualified NIBs related to at least $180,000,000 of face amount of life insurance shall have been delivered by DMF under the DMF Agreement by December 1, 2013, and accepted by SSI within 14 days of such delivery, and (ii) there has been no violation of the assurances, conditions and agreements set forth below..

2.

Conditions for Advance .  The following conditions, assurances and agreements are made by ESA and acknowledged by DMF, as the Seller under the DMF Agreement, and Brown, as the Consultant under the ESA Agreement:

a.

The ESA Parties agree that all of the distributions set forth on Schedule A shall count toward the Cash Payment under the DMF Agreement and the fees under the ESA Agreement, not to exceed the Total Up Front Cost, for the delivery of Qualified NIBs related to $400,000,000.00 of face amount of life insurance policies.

b.

The ESA Parties confirm that the Proposed Sale does not and will not interfere with the obligations of any of the ESA Parties under the DMF Agreement or the ESA Agreement and that the ESA Parties, including Brown, as the consultant under the ESA Agreement, are fully committed to the creation of Qualified NIBs related to $400,000,000.00 of face amount of life insurance policies for SSI on an exclusive basis.  Brown confirms that he is the consultant performing the services under the ESA Agreement and is covered by the

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exclusivity provisions thereof, and he will use his best commercial efforts to assist DMF in its delivery of the Qualified NIBs.

c.

The payment of the Advance shall be credited against the Total Up Front Cost and shall not cause the total of the Cash Payment and the fees under the ESA Agreement to exceed $12,000,000.00 for the delivery of Qualified NIBs related to $400,000,000.00 of face amount of life insurance policies, and to the extent that it does, for any reason whatsoever, such excess amount shall become a liability of DMF, due on demand.

d.

In order to qualify the NIBs related to assets currently held by SSI as Qualified NIBs, DMF shall (i) provide letters from the senior lender stating that any four year loans will be converted into five year loans, without any additional fees, except for the increase in the origination fees based on the new loan term, as soon as such conversions are allowed without violating large exposure directive restrictions of the senior lender, (ii) adjust the Note to achieve a projected internal rate of return for the related NIBs to at least 23% per financed portfolio, and alter the Note to be nonrecourse, secured only by assets described in the Pledge Agreement, and change the maturity date for the Note to be paid as follows: 50% of Realized Death Benefits (defined below) shall be distributed to DMF and 50% of Realized Death Benefit shall be distributed to SSI until the Note is paid in full, and (iii) take whatever other steps are necessary to ensure the NIBs meet the definition of Qualified NIBs under the DMF Agreement.  For purposes of this paragraph, Realized Death Benefits shall mean cash received from the NIBs issuer reduced by any amounts required to be used to pay down debt or expenses associated with such NIBs or other NIBs held by SSI.  SSI shall be granted set off rights, permitting SSI to set off amounts owed to DMF under the Note against any amounts owed to SSI for any excess costs, origination fees and expenses or Liquidated Damages under the DMF Agreement, as amended below.

e.

DMF, with the assistance of ESA and Brown, shall provide SSI with a comprehensive plan and budget for the creation of Qualified NIBs related to $400,000,000.00 of face amount of life insurance policies no later than November 1, 2013.  The comprehensive plan and budget shall include proposed policies, expenses, cash requirements, projected internal rates of return, timelines, preliminary bank approval and other information reasonably requested by SSI.  To the extent that the comprehensive plan and budget require reasonable extensions of time to meet the obligations of the DMF Agreement, SSI may grant such reasonable extensions, not beyond April 1, 2014.  SSI shall be fully advised by DMF of each step in such comprehensive plan and during the process of completing each such step.  SSI and its representatives shall be allowed to review and provide input during such process.  SSI shall have fourteen (14) days to review any NIBs delivered to SSI, prior to its acceptance or rejection of such NIBs or the payment of any fees associated with the delivery and acceptance of such NIBs as Qualified NIBs, including any payment described in Section 1, above.

f.

The ESA Parties agree and confirm that, except for the payments described in Section 1, above, that no additional payments from SSI will be required until DMF has delivered $400,000,000.00 of Qualified NIBs, which have been accepted by SSI, in its sole discretion, according to the DMF Agreement.  SSI may or may not, in its sole discretion, provide warehouse financing or advance expenses to assist DMF in the creation of Qualified NIBs after a detailed review of the comprehensive plan, process and budget described above.  Any additional expenses or disbursements will be paid out only at

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SSI’s sole and complete discretion and any such payments shall be credited against the Total Up Front Cost, at SSI’s sole discretion, or shall become a liability to DMF, due on demand, or shall, at SSI’s sole discretion, reduce the Note to the satisfaction of SSI.

g.

SSI agrees that the Note and Pledge Agreement to be issued by SSI on delivery and acceptance of Qualified NIBs shall be cross-collateralized by 50% of all the Qualified NIBs delivered by DMF under the DMF Agreement.  Neither DMF, ESA nor Brown shall assign, pledge or otherwise transfer or hypothecate any interest in the Note, the Pledge Agreement, the DMF Agreement or the ESA Agreement, without the prior written consent of SSI.  SSI shall not assign, pledge or otherwise transfer or hypothecate the collateral without either paying off the Note, prior to or in connection therewith, or obtaining DMF’s prior written consent, which consent shall not be unreasonably withheld.

3.

Liquidated Damages .  The Parties agree that the DMF Agreement shall be amended to provide for the following Liquidated Damages in the event that Qualified NIBs associated with less than $400,000,000 of face amount of life insurance are delivered and accepted under the DMF Agreement.

a.

Liquidated Damages if Less than $300,000,000 Qualified NIBs Delivered and Accepted . DMF remains obligated to deliver Qualified NIBs associated with $400,000,000 of face amount of life insurance.  If Qualified NIBs associated with less than $300,000,000 of face amount of life insurance are delivered and accepted under the DMF Agreement, DMF and ESA shall be jointly and severally liable for Liquidated Damages equal to the aggregate of the Cash Payment and all of the costs advanced, reduced by the pro rata percentage of the Qualified NIBs delivered and accepted by SSI, multiplied by two.  The Liquidated Damages shall be due immediately upon failure to deliver as required in the DMF Agreement.  Interest shall accrue on any Liquidated Damages owed at a rate of eight percent (8%) per annum.

Example:   Assume no Qualified NIBs are delivered under the DMF Agreement and the costs to SSI are $10,000,000 (including the Cash Payment and all other costs and advances under the DMF Agreement or those referenced herein).  DMF and ESA shall be required to pay Liquidated Damages of $20,000,000 under this example.

Example:   Assume Qualified NIBs associated with $250,000,000 of face amount of life insurance are delivered and accepted at a cost to SSI of $10,000,000 (including the Cash Payment and all such other costs advanced).  DMF and ESA shall be required to pay Liquidated Damages of $7,500,000, calculated as:

$250,000,000 divided by $400,000,000 equals 0.6250% of delivered and accepted Qualified NIBs

0.6250% of $10,000,000 equals $6,250,000

$10,000,000 minus $6,250,000 equals $3,750,000

$3,750,000 times two equals $7,500,000

Thus, ESA and DMF shall be liable for Liquidated Damages of $7,500,000 under this example.

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b.

Liquidated Damages if More than $300,000,000 Qualified NIBs but less than $400,000,000 Qualified NIBs Delivered and Accepted .  DMF remains obligated to deliver Qualified NIBs associated with $400,000,000 of face amount of life insurance.  If $300,000,000 in Qualified NIBs are delivered and accepted, then the Cash Payment and additional costs and advances will not be doubled unless they are not paid in 90 days.  If Qualified NIBs associated with more than $300,000,000 but less than $400,000,000 of face amount of life insurance are delivered and accepted under the DMF Agreement, DMF and ESA shall be jointly and severally liable for Liquidated Damages as outlined in the following example.  The Liquidated Damages shall be due immediately upon failure to deliver as required in the DMF Agreement.  

Example:   Assume Qualified NIBs associated with $350,000,000 of face amount of life insurance are delivered and accepted at a cost to SSI of $11,500,000 (includes Cash Payment and all costs advanced).  DMF and ESA shall be required to pay Liquidated Damages of $1,000,000, calculated as:

$350,000,000 divided by $400,000,000 equals 0.8750% of delivered and accepted Qualified NIBs

0.8750% of $11,500,000 equals $10,062,500

$11,500,000 minus $10,062,500 equals $1,437,500

$1,437,500 because more than $300,000 in Qualified NIBs were delivered and accepted

Thus, ESA and DMF shall be liable for Liquidated Damages of only $1,437,500 under this example; however, the Liquidated Damages shall be increased to $2,875,000 or by 100% of the balance of the Cash Payment and costs and advances, if not paid within 90 days.  Interest shall accrue on any Liquidated Damages owed at a rate of eight percent (8%) per annum on the expiration of such 90 day period.

c.

Retention of Assets .   If Qualified NIBs associated with $400,000,000 of face amount of life insurance are not delivered and accepted by SSI, SSI shall not be required to return any excess assets to DMF under Section 3.5 of the DMF Agreement, but may release certain excess assets to DMF in its sole and absolute discretion.

d.

Liquidated Damages Remedies .  SSI shall have all remedies of any type or nature whatsoever to recover such Liquidated Damages, without limitation, including legal and equitable remedies and set off.

4.

Miscellaneous .  

a.

Due Authorization .   Each Party represents to the other that its execution of this Amendment No. 2 has been duly authorized by all necessary company or individual action, if such action is required, and that this Amendment No. 2 constitutes a binding obligation of such Party.  Each individual who executes this Amendment No. 2 on behalf of a Party represents to all Parties that he, she or it is authorized to do so. This Amendment No. 2 will bind each Party’s successors and permitted assigns.  To the extent that Amendment No. 2 amends or otherwise modifies the DMF Agreement, each applicable party represents to the other that its execution of this Amendment No. 2, to the

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extent of such amendments or modifications, has also been duly authorized by all necessary company or individual action.

b.

Counterparts.  This Amendment No. 2 may be executed in counterparts each of which will be deemed an original, and such counterparts when taken together shall constitute but one agreement.  

c.

Noncircumvention.  The Parties agree not to circumvent this Amendment No. 2, Amendment No. 1, the ESA Agreement or the DMF Agreement by creating additional entities or otherwise avoiding the commitments set forth therein.

d.

Governing Law.  This Amendment No. 2 and its interpretation and enforcement are governed by the laws of the state of Utah, without qualification.  

e.

Dispute Resolution.  Notwithstanding anything contained herein to the contrary, in the case of any dispute which arises out of or relating to this Agreement or the relationship of the Parties, which the Parties cannot resolve amicably between themselves, a mediator agreeable to both Parties shall be selected to assist in resolving the dispute provided that the mediation shall be held within sixty (60) days of the notice by one Party that mediation is required.  Fees for such mediation will be split equally between the Parties.  If any such dispute cannot be resolved through mediation within such sixty (60) day period, any and all claims and actions arising out of or relating to this Agreement or relationship of the Parties, shall be exclusively arbitrated in Utah County, State of Utah, in accordance with the then prevailing rules and regulations of the American Arbitration Association, which proceedings shall be final and binding on the Parties, and strictly confidential. Attorneys’ fees for such arbitration of the prevailing Party or Parties will be paid by the other Party or Parties. Neither the existence of such proceedings nor the results thereof shall be disclosed to any third party, unless expressly required by law.

f.

No Other Amendment.  Except as specifically amended by Amendment No. 1 and this Amendment No. 2, the ESA Agreement and the DMF Agreement are reconfirmed and shall remain binding and enforceable in all respects.  No amendment or modification of any provision of this Amendment No. 2, Amendment No. 1, the ESA Agreement or the DMF Agreement will be effective unless made in writing and signed by each of the Parties.   

g.

Severance .  If for any reason any provision of this Amendment No. 2 is determined by a tribunal of competent jurisdiction to be legally invalid or unenforceable, the validity of the remainder of the Amendment No. 2 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.

Signature Page Follows:

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IN WITNESS WHEREOF, the Parties have executed this Amendment No. 2, effective as of the Effective Date.

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Schedule A

Distributions as of 10/11/13

Date	Amount	Purpose
5/9/2013	$100,000.00	ESA Initial Advance (prior)
6/5/2013	$5,000,000.00	ESA PCH Closing
6/5/2013	$240,000.00	ESA Initial Advance (at closing)
6/6/2013	$32,450.00	ESA/NorthStar L.E.'s
6/14/2013	$250,000.00	ESA
6/24/2013	$16,900.00	ESA/Premiums
6/28/2013	$28,300.00	ESA/Beiten
6/28/2013	$94,500.00	ESA/Arendt
6/28/2013	$25,000.00	ESA/Moss Adams
7/3/2013	$56,000.00	ESA/Capita
7/19/2013	$15,000.00	ESA/Mike Brown
7/23/2013	$14,700.00	ESA/Premiums
7/23/2013	$25,000.00	ESA/NorthStar
8/16/2013	$39,200.00	ESA/Assorted Premiums
8/23/2013	$40,000.00	ESA/Del Mar
8/23/2013	$224,600.00	ESA/Jones Policy
9/3/2013	$12,000.00	Rent/ESA
9/5/2013	$20,000.00	ESA/Harmen
9/13/2013	$50,000.00	ESA/Harmen
9/13/2013	$75,000.00	ESA/Capita
9/13/2013	$25,000.00	ESA/NorthStar
9/18/2013	$25,000.00	ESA/Mike Brown
9/25/2013	$11,600.00	ESA/Premiums
9/25/2013	$25,000.00	ESA/NorthStar
10/3/2013	$1,717,022.30	PCH Payment
10/11/2013	$16,200.00	ESA/DMF Genesis
10/25/2013	$25,000.00	Mike Brown
10/28/2013	$12,500.00	ESA/Premiums
10/29,2013	$12,000.00	ESA/Rent
10/29/2013	$13,347.00	ESA/Mark Niu invoice
Total:

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EXCLUSIVITY AND CONSULTING AGREEMENT

This Exclusivity and Consulting Agreement (the “ Agreement ”) is entered into this 29 ^th day of October 2013, by and between Sundance Strategies, Inc. (“ SSI ”), and Michael D. Brown, individually and as the consultant under the ESA Agreement, defined below (“ Brown ”).  Each of SSI and Brown may be referred to herein as a “ Party ” or collectively as the “ Parties .”

WHEREAS, SSI and Europa Settlement Advisors Ltd. (“ ESA ”) entered into a Structuring and Consulting Agreement on June 5, 2013, as amended, (the “ ESA Agreement ”) whereby SSI engaged ESA on an exclusive basis to perform certain services in connection with the purchase of net life insurance benefits (“ NIBs ”) and other products tied to life insurance policies on insured’s aged 75 and older from DMF.

WHEREAS, SSI and Del Mar Financial S.a.r.l. (“ DMF ”) entered into an Asset Transfer Agreement dated June 5, 2013 (the “ DMF Agreement ”) to purchase certain NIBs and other assets.  

WHEREAS, all capitalized terms used but not defined herein shall have the meanings set forth in the DMF Agreement, and that all terms and conditions of the DMF Agreement not otherwise modified herein shall remain in full force and effect.

WHEREAS, ESA, DMF and Brown have been engaged in conversations with a buyer related to the sale of certain assets currently held by SSI (the “ Proposed Sale ”).

WHEREAS, SSI has consented to certain disclosures and activities related to the Proposed Sale based on assurances that ESA, DMF and Brown, as consultant under the ESA Agreement and individually, continue to be bound by the exclusivity provisions of the ESA Agreement and the DMF Agreement.

WHEREAS, ESA has made demand for an additional installment of the Structuring Fee (as defined in the ESA Agreement) in the amount of $425,000.00 (the “ Advance ”), based upon assurances that the payment of the Advance will not cause the total of the Cash Payment and the fees under the ESA Agreement to exceed Total Up Front Cost for the delivery of Qualified NIBs related to $400,000,000.00 of face amount of life insurance policies under the DMF Agreement.  

WHEREAS, SSI does not believe any payment is currently due under the ESA Agreement or the DMF Agreement, but has agreed to pay the Advance based upon (i) the assurances set forth in Amendment No. 2 to the ESA Agreement, (“ Amendment No. 2 ”) (ii) ESA’s agreement to the conditions set forth in Amendment No. 2 and the modification of the terms of the DMF Agreement set forth in Amendment No. 2, and (iii) Brown’s agreement to provide all services, either individually or as the consultant under the ESA Agreement under an exclusive basis to SSI, reasonably necessary to complete the sale of Qualified NIBs associated with $400,000,000.00 of life insurance to SSI under the DMF Agreement.

WHEREAS, in addition to the Advance, which Brown acknowledges will benefit him as the consultant for ESA, SSI has paid $25,000.00 to Brown as separate consideration for this Agreement.

WHEREAS, the Parties agree that no additional payments of compensation will be required until DMF, with the assistance of ESA and Brown, shall have delivered Qualified NIBs associated with

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$400,000,000.00 of life insurance to SSI, and which Qualified NIBs are as defined in the DMF Agreement, and have been accepted by SSI, in accordance with the DMF Agreement.

NOW THEREFORE, the Parties hereto agree as follows:

1.

Compensation .  SSI agrees to pay the Advance to ESA, as set forth in Amendment No. 2, and an additional amount to Brown equal to $25,000.00, which was paid prior to the date hereof.  

2.

Conditions for Advance .  The following conditions, assurances and agreements are made by Brown, individually and as the Consultant under the ESA Agreement:

a.

Brown agrees that all of the distributions set forth on Schedule A shall count toward the Cash Payment under the DMF Agreement and the fees under the ESA Agreement, not to exceed the Total Up Front Cost, for the delivery of Qualified NIBs related to $400,000,000.00 of face amount of life insurance policies.

b.

Brown confirms that the Proposed Sale does not and will not interfere with the obligations of any of ESA, Brown or DMF. Brown confirms that he is the consultant performing the services under the ESA Agreement and is covered by the exclusivity provisions thereof, and he will use his best commercial efforts to assist ESA and DMF in its delivery of the Qualified NIBs, whether he is acting in his individual capacity or in his capacity as the consultant to ESA.

c.

The payment of the Advance and additional consideration shall be credited against the Total Up Front Cost and shall not cause the total of the Cash Payment and the fees under the ESA Agreement to exceed $12,000,000.00 for the delivery of Qualified NIBs related to $400,000,000.00 of face amount of life insurance policies, and to the extent that it does, for any reason whatsoever, such excess amount shall become a liability of DMF, due on demand.

3.

Miscellaneous .  

a.

Due Authorization .   Each Party represents to the other that its execution of this Agreement has been duly authorized by all necessary company or individual 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.  To the extent that Agreement amends or otherwise modifies the DMF Agreement, each applicable party represents to the other that its execution of this Agreement, to the extent of such amendments or modifications, has also been duly authorized by all necessary company or individual action.

b.

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.  

c.

Noncircumvention.  The Parties agree not to circumvent this Agreement, Amendment No. 1, the ESA Agreement or the DMF Agreement by creating additional entities or otherwise avoiding the commitments set forth therein.

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d.

Governing Law.  This Agreement and its interpretation and enforcement are governed by the laws of the state of Utah, without qualification.  

e.

Dispute Resolution.  Notwithstanding anything contained herein to the contrary, in the case of any dispute which arises out of or relating to this Agreement or the relationship of the Parties, which the Parties cannot resolve amicably between themselves, a mediator agreeable to both Parties shall be selected to assist in resolving the dispute provided that the mediation shall be held within sixty (60) days of the notice by one Party that mediation is required.  Fees for such mediation will be split equally between the Parties.  If any such dispute cannot be resolved through mediation within such sixty (60) day period, any and all claims and actions arising out of or relating to this Agreement or relationship of the Parties, shall be exclusively arbitrated in Utah County, State of Utah, in accordance with the then prevailing rules and regulations of the American Arbitration Association, which proceedings shall be final and binding on the Parties, and strictly confidential. Attorneys’ fees for such arbitration of the prevailing Party or Parties will be paid by the other Party or Parties. Neither the existence of such proceedings nor the results thereof shall be disclosed to any third party, unless expressly required by law.

f.

No Other Amendment.  Except as specifically amended by this Agreement, Amendment No. 1 and Amendment No. 2, the ESA Agreement and the DMF Agreement are reconfirmed and shall remain binding and enforceable in all respects.  No amendment or modification of any provision of this Agreement, Amendment No. 2, Amendment No. 1, the ESA Agreement or the DMF Agreement will be effective unless made in writing and signed by each of the Parties.   

g.

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.

Signature Page Follows:

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IN WITNESS WHEREOF, the Parties have executed this Agreement, effective as of the Effective Date.

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Schedule A

Distributions as of 10/29/13

Date	Amount	Purpose
5/9/2013	$100,000.00	ESA Initial Advance (prior)
6/5/2013	$5,000,000.00	ESA PCH Closing
6/5/2013	$240,000.00	ESA Initial Advance (at closing)
6/6/2013	$32,450.00	ESA/NorthStar L.E.'s
6/14/2013	$250,000.00	ESA
6/24/2013	$16,900.00	ESA/Premiums
6/28/2013	$28,300.00	ESA/Beiten
6/28/2013	$94,500.00	ESA/Arendt
6/28/2013	$25,000.00	ESA/Moss Adams
7/3/2013	$56,000.00	ESA/Capita
7/19/2013	$15,000.00	ESA/Mike Brown
7/23/2013	$14,700.00	ESA/Premiums
7/23/2013	$25,000.00	ESA/NorthStar
8/16/2013	$39,200.00	ESA/Assorted Premiums
8/23/2013	$40,000.00	ESA/Del Mar
8/23/2013	$224,600.00	ESA/Jones Policy
9/3/2013	$12,000.00	Rent/ESA
9/5/2013	$20,000.00	ESA/Harmen
9/13/2013	$50,000.00	ESA/Harmen
9/13/2013	$75,000.00	ESA/Capita
9/13/2013	$25,000.00	ESA/NorthStar
9/18/2013	$25,000.00	ESA/Mike Brown
9/25/2013	$11,600.00	ESA/Premiums
9/25/2013	$25,000.00	ESA/NorthStar
10/3/2013	$1,717,022.30	PCH Payment
10/11/2013	$16,200.00	ESA/DMF Genesis
10/25/2013	$25,000.00	Brown payment
10/28/2013	$12,500.00	ESA/Premiums
10/29,2013	$12,000.00	ESA/Rent
10/29/2013	$13,347.00	ESA/Mark Niu invoice
Total:

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acting for and on behalf and for the account of Hyperion Life Fund II-A (“Hyperion”), which such Assignment Agreement shall have a “Buyback provision” that shall be the subject of an additional Assignment Agreement from the Holder to the Maker; and

WHEREAS, the Holder shall simultaneously herewith procure the recording of the Note in any Register maintained in connection with any of the foregoing referenced agreements or any NIBs acquired under any of the foregoing agreements, along with the aforesaid Assignment Agreements, and shall provide the Maker with evidence of such filings.

NOW THEREFORE, the Original Note is hereby amended and restated in its entirety as follows, subject to the foregoing recitations and the ATA:

1.

Rates of Interest .  Interest shall accrue from March 11, 2013 until paid at a rate per annum equal to 4.0% calculated on the basis of a three hundred sixty day year, compounded annually.   

2.

Payments of Principal and Interest . The outstanding principal and accrued interest thereon shall be due and payable in full on April 11, 2015. All payments hereunder will be applied first to accrued and unpaid fees, costs or expenses hereunder, if any, second to accrued and unpaid interest hereunder, and then to the principal balance outstanding hereunder.

3.

Methods of Payment .  Unless otherwise agreed by Holder, payments of both principal and interest as required hereunder shall be made in United States Dollars in immediately available funds.  

4.

Write-Down of Note .  

(a)

In the event that $400,000,000 of Qualified NIBs have been acquired by SSI in accordance with the ATA or otherwise are accepted by SSI even though not meeting the precise definition of “Qualified NNIBs” in the ATA, and SSI issues a bond rated by Scope rating agency prior to April 11, 2014, the then outstanding principal balance of this Note shall be reduced to $2,000,000 (if the then outstanding principal balance exceeds $2,000,000 at the time).

(b)

At any time after April 11, 2014 until the Maturity Date of this Note, Maker shall have the option, in its sole discretion and without qualification, and on five (5) days notice to Holder, to decrease the then outstanding principal balance of this Note to $1,500,000; provided that upon the exercise of such option, the Collateral described in the Pledge Agreement shall be reduced from 50% to 40% of its NIBs.

5.

Pre-Payment and Note Amount Reduction .  This Note may be prepaid, in whole or in part, by the Maker at any time without penalty.  Any net death benefit or bond proceeds paid to Maker or SSI in connection with the assets purchased under the NIBs Transfer Agreement dated March 11, 2013 shall be used to prepay this Note; provided, however, no such death benefits or bond proceeds paid to the Maker or SSI shall be accounted for in any manner that would cause the Maker or SSI to not receive the full benefit of the reductions of the principal balance of the Note outlined in Section 4(a) and (b), without qualification, except the conditions outlined in such referenced Section 4(a) and (b).  Notwithstanding anything herein or in any agreement referenced herein to the contrary, once accrued interest and $1,500,000 has been received as payment on this Note from any source, this Note shall be deemed to be paid in full, and all Collateral under the referenced Pledge Agreement or otherwise, shall be the sole and separate property of Maker, without exception.  Maker may set off any claim it has against Holder in payment of the Note, without qualification.

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6.

Security .  This Note is secured by a Pledge Agreement dated March 11, 2013 (the “Pledge Agreement”), made by Maker for the benefit of PCH on 50% of certain assets acquired by Maker 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.

7.

Default .   Each of the following shall be an “Event of Default” hereunder:

(i)

 the failure of Maker to pay any amount when due or to perform any of its other obligations under this Note;

(ii)  

any representation or warranty of Maker hereunder or in the Purchase Agreement or in connection therewith shall have been materially false or misleading when made;

(iii)  

Maker shall (A) discontinue its business, (B) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of it or any of its property, (C) admit in writing its inability to pay its debts as they mature, (D) make a general assignment for the benefit of creditors, (E) be adjudicated a bankrupt or insolvent or be the subject of an order for relief, or (F) file a voluntary petition in bankruptcy or insolvency, or a petition or an answer seeking reorganization or an arrangement with creditors or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law or corporate action shall be taken for the purpose of effecting any of the foregoing; or

(iv)  

there shall be filed against Maker an involuntary petition seeking its reorganization or the appointment of a receiver, trustee, custodian or liquidator of Maker or a substantial part of its assets, or an involuntary petition under any bankruptcy, reorganization or insolvency law of any jurisdiction, whether now or hereafter in effect and such involuntary petition shall not have been dismissed within 60 days of the filing thereof.

Upon the occurrence of an Event of Default, at the option of Holder, 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, Holder may exercise any and all rights and remedies it may have under this Note, the Pledge Agreement, applicable law an in equity.

8.

Waivers .  The Maker hereby waives presentment for payment, protest and demand, and notice of protest, demand and/or dishonor and nonpayment of this Note, notice of any Event of Default, and all other notices or demands otherwise required by law that the Maker may lawfully waive.  The Maker expressly agrees that this Note, or any payment hereunder, may be extended from time to time, without in any way affecting the liability of the Maker.  No unilateral consent or waiver by the Holder with respect to any action or failure to act which, without consent, would constitute a breach of any provision of this note shall be valid and binding unless in writing and signed by the Holder.

9.

Governing Law .  The rights and obligations of the Maker and all provisions hereof shall be governed by and construed in accordance with the laws of the State of Utah.

10.

Consent to Jurisdiction .  The Maker and the Holder hereby submit to the jurisdiction of any federal court or Utah State Court sitting in Salt Lake County, Utah for the purpose of any suit, action or other proceeding arising out of the Maker’s obligations under or with respect to this Note, and

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expressly waives any and all objections it may have as to venue in any of such courts.  Any action on this Note shall be required to be brought in the jurisdiction of any federal court or Utah State Court sitting in Salt Lake County, Utah. The Maker agrees to accept and acknowledge service of any and all process that may be served in any suit, action or proceeding.  The Maker agrees that any service of process mailed by registered or certified mail, return receipt requested to the Maker at the address set forth above shall be deemed in every respect effective service of process upon such party in any such suit, action or proceeding.

11.

Savings Clause .  All agreements between Maker and the Holder are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of maturity of the indebtedness evidenced hereby or otherwise, shall the amount paid or agreed to be paid to the Holder for the use, forbearance or detention of the indebtedness evidenced hereby exceed the maximum permissible under applicable law.  As used herein, the term “applicable law” shall mean the law in effect as of the date hereof, provided, however, that in the event there is a change in the law which results in a higher permissible rate of interest, then this note shall be governed by such new law as of its effective date.  In this regard, it is expressly agreed that it is the intent of Maker and the Holder in the execution, delivery and acceptance of this Note to contract in strict compliance with the laws of Luxembourg.  If, from any circumstance whatsoever, fulfillment of any provision hereof at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law, then the obligation to be fulfilled shall automatically be reduced to the limit of such validity, and if from any circumstances any lender should ever receive as interest an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal balance evidenced hereby and not to the payment of interest.  This provision shall control every other provision of all agreements between Maker and the Holder.

12.

Attorneys’ Fees ;  Collection Costs .  If this Note shall not be paid when due and shall be placed by the Holder hereof in the hands of any attorney for collection, through legal proceedings or otherwise, the Maker will pay upon demand to the Holder reasonable attorneys’ fees of such holder together with reasonable costs and expenses of collection of such Holder.

13.

Assignment.  The Maker may assign its obligations under this Note only with the prior written consent of the Holder. Except as otherwise provided herein, the Holder may assign its interests in this Note only with the prior written consent of the Maker.  

14.

Section Headings .  Any section headings in this Note are included herein for convenience of reference only and shall not constitute a part of this note for any other purpose.

15.  

Amendment.  This Note shall amend and replace the Original Note in its entirety.

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IN WITNESS WHEREOF, the Maker, duly authorized, has caused this Note to be executed as of the day and year first above written.

ANEW LIFE, INC.

By: /s/Randall F. Pearson

Name: Randall F. Pearson

Title:  President

Duly Authorized, Acknowledged and Consented to by:

DEL MAR FINANCIAL S.à R.L

By: /s/ Paul Jacobson

Name: Paul Jacobson

Title: Manager

ASSIGNMENT AGREEMENT

This Assignment Agreement (this “ Agreement ”) is made effective as of November 5, 2013 (the “ Effective Date ”), by and between SUNDANCE STRATEGIES, INC. a Nevada corporation   (the “ Assignor) and DEL MAR FINANCIAL S.à R.L., a société à responsabilité limitée formed under the laws of the Grand-Duchy of Luxembourg, having its registered office at 1, allée Scheffer, L-2520 Luxembourg  (the “ Assignee ”).  Assignor and Assignee are sometimes referred to herein collectively as the “ Parties ” and each individually as a “ Party”.

Section 1.

Introductory .  The Assignor desires and agrees to transfer to Assignee that certain Amended and Restated Secured Promissory Note dated November 5, 2013, in principal amount of U.S.$2,999,000.00 (the “ Note ”) attached hereto as Exhibit A-1 and any related rights or benefits of the Note as embodied in that certain Pledge Agreement and NIBs Transfer Agreement referenced therein (both herein referred to as the “ Related Agreements ”) and attached hereto as Exhibit A-2 and Exhibit A-3 , respectively, and any amendments made thereto. Capitalized terms used in this Agreement but not otherwise defined shall have the meanings set forth in the Note, the Related Agreements, and any amendments made thereto.

Section 2.

Purchase and Sale of Note .

(a)

On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions set forth herein, the Assignor hereby conveys, transfers, assigns and delivers to the Assignee, and the Assignee hereby acquires from the Assignor, all of the Assignor’s right, title and interest in and to the Note as embodied in the Related Agreements, in exchange for the amendments made to the Note and described therein as of the Effective Date.

(b)

The Assignor hereby covenants and agrees that the Assignor will, at the reasonable request of Assignee, execute and deliver, and will cause any of the Assignor’s employees to execute and deliver, such further instruments of sale, transfer, conveyance, and assignment and take such other action as may reasonably be required to more effectively sell, transfer, convey, assign, and deliver to and vest in the Assignee, its successors and assigns all of the Assignor’s right, title and interest to and possession of the Note as embodied in the Related Agreements and any amendments made thereto.

Section 3.

Representations and Warranties of the Assignor . The Assignor represents and warrants to the Assignee that:

(a)

The Assignor is a corporation duly formed, validly existing and in good standing under the laws of the State of Nevada, with power and authority (corporate and other) to own its properties and conduct its business; and the Assignor is duly qualified to do business in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, and in which the failure to be so qualified is reasonably likely to have a Material Adverse Effect (as defined below) in relation to the Assignor.  As used herein, “ Material Adverse Effect ” shall mean, with respect to any Person, a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of such Person.

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(b)

This Agreement has been duly authorized by the Assignor and constitutes a valid and legally binding agreement of the Assignor, enforceable against the Assignor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(c)

Assuming (i) that the Assignee’s representations and warranties contained in Section 4 are true and (ii) compliance by the Assignee with the covenants set forth therein, no consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement and in connection with the sale of the Note by the Assignor, other than as have been made or obtained on or prior to the date hereof (or, if not required to be made or obtained on or prior to the date hereof, that will be made or obtained when required).

(d)

The execution, delivery and performance of this Agreement, the sale of the Note as contemplated by this Agreement and compliance with the terms and provisions hereof by the Assignor will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Assignor or any of its properties, (ii) any agreement or instrument to which the Assignor is a party or by which the Assignor is bound or to which any of the properties of Assignor is subject, or (iii) the organizational documents of the Assignor and the Assignor has full power and authority to authorize, sell the Note as contemplated by this Agreement.

(e)

The Assignor has good and marketable title to the Note free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by it, except liens, encumbrances and defects of which the Assignee has direct knowledge, including those that may result from the Related Agreements which are specifically waived by Assignee and PCH Financial S.a.r.l.  There is no action, suit or proceeding before or by any governmental authority having jurisdiction over the Assignor or its properties, now pending, or to its knowledge, threatened, against or affecting it: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of the transaction contemplated by this Agreement, or (iii) seeking any determination or ruling that might materially and adversely affect the performance of its obligations under, or the validity or enforceability of, this Agreement or otherwise adversely affect its ability to consummate the transaction contemplated hereby.

Section 4.

Representations of the Assignee .  The Assignee represents and warrants to the Assignor that:

(a)

The Assignee is a société à responsabilité limitée duly formed, validly existing and in good standing under the laws of the Grand-Duchy of Luxembourg, with power and authority (corporate and other) to own its properties and conduct its business; and the Assignor is duly qualified to do business as a foreign entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, and in which the failure to be so qualified is reasonably likely to have a Material Adverse Effect (as defined below) in relation to the Assignee.  

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(b)

This Agreement has been duly authorized by the Assignee and constitutes a valid and legally binding agreement of the Assignee, enforceable against the Assignee in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(c)

Assuming (i) that the Assignor’s representations and warranties contained in Section 3 are true and (ii) compliance by the Assignor with the covenants set forth therein, no consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement, other than as have been made or obtained on or prior to the date hereof (or, if not required to be made or obtained on or prior to the date hereof, that will be made or obtained when required).

(d)

The execution, delivery and performance of this Agreement, the purchase of the Note as contemplated by this Agreement and compliance with the terms and provisions hereof by the Assignee will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Assignee or any of its properties, (ii) any agreement or instrument to which the Assignee is a party or by which the Assignee is bound or to which any of the properties of Assignee is subject, or (iii) the organizational documents of the Assignee and the Assignee has full power and authority to authorize, purchase the Note as contemplated by this Agreement.

(e)

There is no action, suit or proceeding before or by any governmental authority having jurisdiction over the Assignee or its properties, now pending, or to its knowledge, threatened, against or affecting it: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of the transaction contemplated by this Agreement, or (iii) seeking any determination or ruling that might materially and adversely affect the performance of its obligations under, or the validity or enforceability of, this Agreement or otherwise adversely affect its ability to consummate the transaction contemplated hereby.

(f)

To the best of the Assignee’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 Assignee.

(g)

The Assignee does not meet or threaten to meet the criteria for the opening of any proceedings referred to under the above paragraph.

Section 5.

Other Agreements.  Except as specifically provided herein or in the Note, this Agreement shall not affect any rights or obligations of the Parties under the NIBs Transfer Agreement or any agreement other than the Note and the Pledge Agreement.

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Section 6.

Severability .  In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 7.

Notices .  All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when mailed by certified mail, postage prepaid, with proper address as indicated below (including electronic transmissions capable of producing a written record, or by e-mail accompanied by a delivery request).  The Assignor and the Assignee may, by written notice given by each to the other, designate any other address or addresses to which notices, certificates or other communications to them shall be sent when required as contemplated by this Agreement.  Until otherwise provided by the respective Parties, all notices, certificates and communications to each of them shall be addressed as set forth on the signature pages to this Agreement.

Section 8.

Successors .  This Agreement will inure to the benefit of and be binding upon the Parties their respective successors, and no other Person will have any right or obligation hereunder.

Section 9.

Governing Law .  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF UTAH, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 10.

Submission to Jurisdiction .  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY ONLY BE BROUGHT IN THE COURTS OF THE STATE OF UTAH OR OF THE UNITED STATES SITTING IN SALT LAKE COUNTY, UTAH, 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 UTAH LAW.

Section 11.

Waiver of Trial by Jury .  THE PARTIES HERETO EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.  THE PARTIES HERETO EACH AGREE THAT ANY SUCH CLAIM OR

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CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

Section 12.

Counterparts .  This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 13.

Default.

In any action brought to enforce the terms and provisions of this Agreement, the non-defaulting party shall be entitled to recover reasonable attorney’s fees and court costs.

<signature page to follow>

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IN WITNESS WHEREOF the Parties, duly authorized, have entered into this Agreement as of the Effective Date.

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EXHIBIT A-1

NOTE

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EXHIBIT A-2

PLEDGE AGREEMENT

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EXHIBIT A-3

NIBs TRANSFER AGREEMENT

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AMENDED AND RESTATED ASSIGNMENT AGREEMENT

This Amended and Restated Assignment Agreement (this “ Agreement ”) is made effective as of November 5, 2013 (the “ Effective Date ”), by and between DEL MAR FINANCIAL S.à R.L., a société à responsabilité limitée formed under the laws of the Grand-Duchy of Luxembourg, having its registered office at 1, allée Scheffer, L-2520 Luxembourg (the “ Assignor ”) and HYPERION FUNDS II PLC, an umbrella investment company with segregated liability between its sub-funds incorporated with variable capital in Ireland on June 22, 2011, with registration number 500309 and acting for and on behalf and for the account of Hyperion Life Fund II-A (the “ Assignee ”).  Assignor and Assignee are sometimes referred to herein collectively as the “ Parties ” and each individually as a “ Party”.

Section 1.

Introductory .  The Assignor desires and agrees to sell to Assignee that certain Amended and Restated Secured Promissory Note dated November 5, 2013, in principal amount of U.S.$2,999,000.00 (the “ Note ”) attached hereto as Exhibit A-1 and any related rights or benefits of the Note as embodied in that certain Pledge Agreement and NIBs Transfer Agreement referenced therein (both herein referred to as the “ Related Agreements ”) and attached hereto as Exhibit A-2 and Exhibit A-3 , respectively, and any amendments made thereto. Capitalized terms used in this Agreement but not otherwise defined shall have the meanings set forth in the Note, the Related Agreements, and any amendments made thereto.  The Assignor initially entered into that certain Assignment Agreement with Assignee effective as of August 29, 2013 (the “ Prior Assignment ”) transferring a prior version of the Note and Related Agreements to Assignor.  There has been some dispute related to the execution and acquisition of such prior version of the Note and Related Agreements from the prior owner, which disputes have been resolved and have resulted in the execution of the Note and Related Agreements as of November 5, 2013, as described herein, which shall replace in all respects the prior versions of the Note and Related Agreement attached to the Prior Assignment.

Section 2.

Purchase and Sale of Note .

(a)

On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions set forth herein, the Assignor hereby sells, conveys, transfers, assigns and delivers to the Assignee, and the Assignee hereby purchases from the Assignor, all of the Assignor’s right, title and interest in and to the Note, as embodied in the Related Agreements, for a purchase price of US$1,000,000.00 (the “ Purchase Price ”), which the Parties acknowledge was paid in full on September 6, 2013 in connection with the Prior Assignment.

(b)

The Assignor hereby covenants and agrees that the Assignor will, at the reasonable request of Assignee, execute and deliver, and will cause any of the Assignor’s employees to execute and deliver, such further instruments of sale, transfer, conveyance, and assignment and take such other action as may reasonably be required to more effectively sell, transfer, convey, assign, and deliver to and vest in the Assignee, its successors and assigns all of the Assignor’s right, title and interest to and possession of the Note, as embodied in the Related Agreements, and any amendments made thereto.

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Section 3.

Assignor’s Buyback Option .

(a)

The Assignor (including any of its assignees, transferees, and successors) shall have an irrevocable, exclusive option (the “ Buyback Option ”), which the Assignor may exercise for a period of twelve months from the date of this Agreement, to buy back the Note at a price equal to the Purchase Price plus an additional 2.0% for each month (whole or partial) that has elapsed from the date of this Agreement to the date that the Buyback Option is exercised (the “ Buyback Price ”). Notwithstanding the foregoing, the Buyback Price shall in no circumstances be less than an amount equal to US$1,120,000.00 (the “ Minimum Buyback Price ”).

(b)

The Assignor may exercise the Buyback Option by giving written notice to the Assignee and by sending payment by wire transfer to Assignee in an amount equal to the Buyback Price (or the Minimum Buyback Price if the Buyback Option is exercised within the first six months).  The Buyback Option must be exercised on the entire Note.  No partial buy backs shall be allowed.  Upon delivery of such notice and payment of the Buyback Price (or the Minimum Buyback Price if the Buyback Option is exercised within the first six months), the Assignor shall become the legal and beneficial owner of the Note being repurchased and all rights and interests contained in the Note, the Related Agreements, and any amendments made thereto.

(c)

The Buyback Option as provided for in this Agreement shall be freely transferable by the Assignor without prior approval by the Assignee, and the Assignee hereby acknowledges that all rights, interests, and benefits of the Buyback Option shall inure to the benefit of any transferee to whom the Assignor chooses to transfer the Buyback Option.

Section 4.

Representations and Warranties of the Assignor . The Assignor represents and warrants to the Assignee that:

(a)

The Assignor is a société à responsabilité limitée duly formed, validly existing and in good standing under the laws of the Grand-Duchy of Luxembourg, with power and authority (corporate and other) to own its properties and conduct its business; and the Assignor is duly qualified to do business as a foreign entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, and in which the failure to be so qualified is reasonably likely to have a Material Adverse Effect (as defined below) in relation to the Assignor.  As used herein, “ Material Adverse Effect ” shall mean, with respect to any Person, a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of such Person.

(b)

This Agreement has been duly authorized by the Assignor and constitutes a valid and legally binding agreement of the Assignor, enforceable against the Assignor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(c)

Assuming (i) that the Assignee’s representations and warranties contained in Section 5 are true and (ii) compliance by the Assignee with the covenants set forth therein, no

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consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement and in connection with the sale of the Note by the Assignor, other than as have been made or obtained on or prior to the date hereof (or, if not required to be made or obtained on or prior to the date hereof, that will be made or obtained when required).

(d)

The execution, delivery and performance of this Agreement, the sale of the Note as contemplated by this Agreement and compliance with the terms and provisions hereof by the Assignor will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Assignor or any of its properties, (ii) any agreement or instrument to which the Assignor is a party or by which the Assignor is bound or to which any of the properties of Assignor is subject, or (iii) the organizational documents of the Assignor and the Assignor has full power and authority to authorize, sell the Note as contemplated by this Agreement.

(e)

The Assignor has good and marketable title to the Note free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by it, except liens, encumbrances and defects of which the Assignee has direct knowledge, including those that may result from the Related Agreements which are specifically waived by Assignee and PCH Financial S.a.r.l.

(f)

There is no action, suit or proceeding before or by any governmental authority having jurisdiction over the Assignor or its properties, now pending, or to its knowledge, threatened, against or affecting it: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of the transaction contemplated by this Agreement, or (iii) seeking any determination or ruling that might materially and adversely affect the performance of its obligations under, or the validity or enforceability of, this Agreement or otherwise adversely affect its ability to consummate the transaction contemplated hereby.

(g)

To the best of the Assignee’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 Assignee.

(h)

The Assignee does not meet or threaten to meet the criteria for the opening of any proceedings referred to under the above paragraph.

Section 5.

Representations of the Assignee .  The Assignee represents and warrants to the Assignor that:

(a)

The Assignee is an umbrella investment company with segregated liability between its sub-funds incorporated with variable capital in Ireland duly formed, validly existing and in good standing under the laws of Ireland, with power and authority (corporate and other) to own its properties and conduct its business; and the Assignee is duly qualified to do business as a

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foreign entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, and in which the failure to be so qualified is reasonably likely to have a Material Adverse Effect  in relation to the Assignee.

(b)

This Agreement has been duly authorized by the Assignee and constitutes a valid and legally binding agreement of the Assignee, enforceable against the Assignee in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(c)

Assuming (i) that the Assignor’s representations and warranties contained in Section 4 are true and (ii) compliance by the Assignor with the covenants set forth therein, no consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement, other than as have been made or obtained on or prior to the date hereof (or, if not required to be made or obtained on or prior to the date hereof, that will be made or obtained when required).

(d)

The execution, delivery and performance of this Agreement, the purchase of the Note as contemplated by this Agreement and compliance with the terms and provisions hereof by the Assignee will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Assignee or any of its properties, (ii) any agreement or instrument to which the Assignee is a party or by which the Assignee is bound or to which any of the properties of Assignee is subject, or (iii) the organizational documents of the Assignee and the Assignee has full power and authority to authorize, purchase the Note as contemplated by this Agreement.

(e)

There is no action, suit or proceeding before or by any governmental authority having jurisdiction over the Assignee or its properties, now pending, or to its knowledge, threatened, against or affecting it: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of the transaction contemplated by this Agreement, or (iii) seeking any determination or ruling that might materially and adversely affect the performance of its obligations under, or the validity or enforceability of, this Agreement or otherwise adversely affect its ability to consummate the transaction contemplated hereby.

Section 6.

Other Agreements . Except as specifically provided herein or in the Note, this Agreement shall not affect any rights or obligations of the Parties under the NIBs Transfer Agreement or any agreement other than the Note and the Pledge Agreement.

Section 7.

Severability .  In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 8.

Notices .  All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when mailed by certified mail, postage prepaid, with proper address as indicated below (including electronic transmissions capable of producing a written record, or by e-mail accompanied by a delivery request).  The Assignor and the

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Assignee may, by written notice given by each to the other, designate any other address or addresses to which notices, certificates or other communications to them shall be sent when required as contemplated by this Agreement.  Until otherwise provided by the respective Parties, all notices, certificates and communications to each of them shall be addressed as set forth on the signature pages to this Agreement.

Section 9.

Successors .  This Agreement will inure to the benefit of and be binding upon the Parties their respective successors, and no other Person will have any right or obligation hereunder.

Section 10.

Governing Law .  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 11.

Submission to Jurisdiction .  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.

Section 12.

Waiver of Trial by Jury .  THE PARTIES HERETO EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.  THE PARTIES HERETO EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

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Section 13.

Counterparts .  This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 14.

Default.

In any action brought to enforce the terms and provisions of this Agreement, the non-defaulting party shall be entitled to recover reasonable attorney’s fees and court costs.

<signature page to follow>

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IN WITNESS WHEREOF the Parties, duly authorized, have entered into this Agreement as of the Effective Date.

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EXHIBIT A-1

NOTE

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EXHIBIT A-2

PLEDGE AGREEMENT

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EXHIBIT A-3

NIBs TRANSFER AGREEMENT

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ASSIGNMENT OF BUYBACK RIGHTS

This Assignment of Buyback Rights (this “ Agreement ”) is made effective as of November 5, 2013 (the “ Effective Date ”), by and between DEL MAR FINANCIAL S.à R.L., a société à responsabilité limitée formed under the laws of the Grand-Duchy of Luxembourg, having its registered office at 1, allée Scheffer, L-2520 Luxembourg (the “ Assignor) and SUNDANCE STRATEGIES, INC. a Nevada corporation   (the “ Assignee ”).  Assignor and Assignee are sometimes referred to herein collectively as the “ Parties ” and each individually as a “ Party”.

Section 1.

Introductory .  

(a)

The Assignor and Assignee entered into that certain Asset Transfer Agreement dated June 5, 2013 (the “ ATA ”) under which Assignor is obligated to sell to Assignee $400,000,000 of Qualifed NIBs (as defined in the ATA).

(b)

The Assignor transferred that certain Amended and Restated Secured Promissory Note attached hereto as Exhibit A-1 (the “ Note ”) to HYPERION FUNDS II PLC, subject to certain buyback rights described in Section 3 of that certain Amended and Restated Assignment Agreement dated November 5, 2013 attached hereto as Exhibit A-2 and any amendments made thereto (the “ Assignment Agreement ”).  

(c)

The Assignor desires and agrees to transfer to Assignee those certain buyback rights described in Section 3 of the Assignment Agreement in accordance with this Agreement until such time as Assignee has acquired $400,000,000 of Qualified NIBs in accordance with the ATA. Capitalized terms used in this Agreement but not otherwise defined shall have the meanings set forth in the Note.

Section 2.

Transfer of Rights .

(a)

On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions set forth herein, the Assignor hereby conveys, transfers, assigns and delivers to the Assignee, and the Assignee hereby acquires from the Assignor, all of the Assignor’s buyback option rights described in Section 3 of the Assignment Agreement until such time as Assignee has acquired $400,000,000 of Qualifed NIBs from Assignor, as described in the ATA.  Upon acceptance by Assignee of such Qualifed NIBs, the buyback rights described in Section 3 of the Assignment Agreement shall revert back to Assignor and Assignee shall have no further rights in connection with the Assignment Agreement; provided, however, that in the event that Assignee has not acquired and accepted $400,000,000 in Qualified NIBs under the ATA by December 31, 2013, neither this Assignment Agreement nor any rights assigned by Assignor hereunder to Assignee shall revert back to the Assignor, and such buy-back rights shall be the sole and separate property of the Assignee; and provided further, however, if Assignee accepts NIBs as “Qualified NIBs” that do not meet the precise definition of “Qualified NIBs” in the ATA, such NIBs shall be excluded from all calculations in determining whether Assignee has received $400,000,000 of Qualifed NIBs for all purposes of this Assignment Agreement.

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(b)

The Assignor hereby covenants and agrees that the Assignor will, at the reasonable request of Assignee, execute and deliver, and will cause any of the Assignor’s employees to execute and deliver, such further instruments of sale, transfer, conveyance, and assignment and take such other action as may reasonably be required to more effectively sell, transfer, convey, assign, and deliver to and vest in the Assignee, its successors and assigns all rights associated with the buyback option under the Assignment Agreement.

Section 3.

Representations and Warranties of the Assignor . The Assignor represents and warrants to the Assignee that:

(a)

The Assignor is a société à responsabilité limitée duly formed, validly existing and in good standing under the laws of the Grand-Duchy of Luxembourg, with power and authority (corporate and other) to own its properties and conduct its business; and the Assignor is duly qualified to do business as a foreign entity in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, and in which the failure to be so qualified is reasonably likely to have a Material Adverse Effect (as defined below) in relation to the Assignee. As used herein, “ Material Adverse Effect ” shall mean, with respect to any Person, a material adverse effect on the condition (financial or otherwise), business, properties or results of operations of such Person.

(b)

This Agreement has been duly authorized by the Assignor and constitutes a valid and legally binding agreement of the Assignor, enforceable against the Assignor in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(c)

Assuming (i) that the Assignee’s representations and warranties contained in Section 4 are true and (ii) compliance by the Assignee with the covenants set forth therein, no consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement and in connection with the sale of the Note by the Assignor, other than as have been made or obtained on or prior to the date hereof (or, if not required to be made or obtained on or prior to the date hereof, that will be made or obtained when required).

(d)

The execution, delivery and performance of this Agreement, the sale of the Note as contemplated by this Agreement and compliance with the terms and provisions hereof by the Assignor will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Assignor or any of its properties, (ii) any agreement or instrument to which the Assignor is a party or by which the Assignor is bound or to which any of the properties of Assignor is subject, or (iii) the organizational documents of the Assignor and the Assignor has full power and authority to authorize, sell the Note as contemplated by this Agreement.

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(e)

The Assignor has good and marketable title to the Note free from liens, encumbrances and defects that would materially affect the value thereof or materially interfere with the use made or to be made thereof by it.

(f)

There is no action, suit or proceeding before or by any governmental authority having jurisdiction over the Assignor or its properties, now pending, or to its knowledge, threatened, against or affecting it: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of the transaction contemplated by this Agreement, or (iii) seeking any determination or ruling that might materially and adversely affect the performance of its obligations under, or the validity or enforceability of, this Agreement or otherwise adversely affect its ability to consummate the transaction contemplated hereby.

(g)

To the best of the Assignor’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 Assignor.

(h)

The Assignor does not meet or threaten to meet the criteria for the opening of any proceedings referred to under the above paragraph.

Section 4.

Representations of the Assignee .  The Assignee represents and warrants to the Assignor that:

(a)

The Assignee is a corporation duly formed, validly existing and in good standing under the laws of the State of Nevada, with power and authority (corporate and other) to own its properties and conduct its business; and the Assignee is duly qualified to do business in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, and in which the failure to be so qualified is reasonably likely to have a Material Adverse Effect in relation to the Assignee.    

(b)

This Agreement has been duly authorized by the Assignee and constitutes a valid and legally binding agreement of the Assignee, enforceable against the Assignee in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(c)

Assuming (i) that the Assignor’s representations and warranties contained in Section 3 are true and (ii) compliance by the Assignor with the covenants set forth therein, no consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required for the consummation of the transactions contemplated by this Agreement, other than as have been made or obtained on or prior to the date hereof (or, if not required to be made or obtained on or prior to the date hereof, that will be made or obtained when required).

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(d)

The execution, delivery and performance of this Agreement, the purchase of the Note as contemplated by this Agreement and compliance with the terms and provisions hereof by the Assignee will not result in a breach or violation of any of the terms and provisions of, or constitute a default under, (i) any statute, any rule, regulation or order of any governmental agency or body or any court, domestic or foreign, having jurisdiction over the Assignee or any of its properties, (ii) any agreement or instrument to which the Assignee is a party or by which the Assignee is bound or to which any of the properties of Assignee is subject, or (iii) the organizational documents of the Assignee and the Assignee has full power and authority to authorize, purchase the Note as contemplated by this Agreement.

(e)

There is no action, suit or proceeding before or by any governmental authority having jurisdiction over the Assignee or its properties, now pending, or to its knowledge, threatened, against or affecting it: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of the transaction contemplated by this Agreement, or (iii) seeking any determination or ruling that might materially and adversely affect the performance of its obligations under, or the validity or enforceability of, this Agreement or otherwise adversely affect its ability to consummate the transaction contemplated hereby.

Section 5.

Severability .  In case any provision in this Agreement shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 6.

Notices .  All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when mailed by certified mail, postage prepaid, with proper address as indicated below (including electronic transmissions capable of producing a written record, or by e-mail accompanied by a delivery request).  The Assignor and the Assignee may, by written notice given by each to the other, designate any other address or addresses to which notices, certificates or other communications to them shall be sent when required as contemplated by this Agreement.  Until otherwise provided by the respective Parties, all notices, certificates and communications to each of them shall be addressed as set forth on the signature pages to this Agreement.

Section 7.

Successors .  This Agreement will inure to the benefit of and be binding upon the Parties their respective successors, and no other Person will have any right or obligation hereunder.

Section 8.

Governing Law .  THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF UTAH, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 9.

Submission to Jurisdiction .  ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF UTAH OR OF THE UNITED STATES SITTING IN SALT LAKE COUNTY, UTAH, ONLY, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS

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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 UTAH LAW.

Section 10.

Waiver of Trial by Jury .  THE PARTIES HERETO EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE.  THE PARTIES HERETO EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

Section 11.

Counterparts .  This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 12.

Default.

In any action brought to enforce the terms and provisions of this Agreement, the non-defaulting party shall be entitled to recover reasonable attorney’s fees and court costs.

<signature page to follow>

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IN WITNESS WHEREOF the Parties, duly authorized, have entered into this Agreement as of the Effective Date.

Duly Authorized, Acknowledged and Consented to by:

HYPERION FUNDS II PLC
By:	/s/
Name:
Its:
Address for Notice: 70 Sir John Rogerson’s Quay Dublin 2 Ireland

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EXHIBIT A-1

NOTE

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EXHIBIT A-2

ASSIGNMENT AGREEMENT

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