March 2, 2015

HFII Assets Solutions, LLC

as Seller and

Sundance  Strategies, Inc. as Buyer

Asset Purchase Agreement

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THIS ASSET PURCHASE AGREEMENT (the "Agreement") is made effective as of the 2nd day of March, 2015 (the "Effective Date"):

BETWEEN

HFII  Assets  Solutions,  LLC,   a  Delaware  limited  liability  company,  having  its registered office at 1209 Orange Street, Wilmington, DE 19801 (the "Seller'');

and

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 "Buyer'');

each a "Party" and together the "Parties" to  this Agreement.

WHEREAS

(A)

The Seller holds an aggregate  of 10,821,174 participating  debt certificates with a nominal  value  of  one  US  dollar  (US  $1.00}  issued  by  the  companies  listed on Exhibit A (the "Existing PDCs"), representing a total issue of Existing PDCs having an aggregate par value of US $10,821,174.00 as set forth in Exhibit A; and

(B)

Seller holds that certain Promissory Note issued by Buyer in connection  with that certain NIB Transfer  Agreement dated March 11, 2013 (the "Sundance Note"), a copy of which is attached as Exhibit B ; and

(C)

The Existing PDCs represent the net insurance benefits ("NIBs") from a portfolio of life settlement policies as set forth in Exhibit C; and

(D)

Buyer  and  Seller  entered  into  a  binding  letter  of  intent  on  December  5, 2014, whereby the Buyer agreed to buy, and the Seller agreed to sell, the Existing PDCs and Sundance Note subject to certain contingencies (the "LOI"), a copy of which is attached as Exhibit D ; and

(E)

Buyer and Seller have agreed to waive any outstanding  contingencies  in the LOI and hereby complete the transfer of the Existing PDCs and Sundance Note to Buyer according to the terms and provisions set forth below.

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.

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1.2

Clause headings are for ease of reference only.

1.3

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.

Transfers

The Seller agrees to sell and transfer to the Buyer, which the Buyer accepts, the Existing PDCs and the Sundance Note for the Consideration, defined below.

3.

Consideration & Payment

The total consideration for the transfer of the Existing PDCs and the Sundance Note shall be One Million,  One Hundred  Thirty  Thousand  (1,130,000)  shares  of newly issued common  shares of Buyer (the "Consideration") (the "Sundance Shares"). The Consideration is subject to the following rights and conditions:

3.1

Lock Up I Leak Out.   Except as permitted  in connection  with Seller's  Put Option (defined below), or with the written consent of Buyer, Seller shall be prohibited from selling, hypothecating or otherwise dividing or assigning the Sundance Shares for a period of 12 months  from the date of issuance  and such restrictions shall be set forth on the stock certificates evidencing the Sundance Shares.

3.2

Put Option.  Seller shall have the option to sell and, if Seller elects to exercise such option, Buyer shall be obligated to purchase, up to an aggregate of 187,500 of the Sundance Shares from Seller at a price of $8.00 per share ($1,500,000) (the "Put Option") in accordance with the following:

a)

Exercise Dates:

i.

Seller  can  elect  to  exercise  its  Put  Option  to  sell  up  to  93,750 of  the Sundance Shares back to Purchaser on March 2, 2015, for an aggregate exercise price of $750,000 (the "First Exercise Date").

ii.

Seller  can  elect  to  exercise  its  Put  Option  to  sell  up  to  93,750 of  the Sundance   Shares   back  to   Purchaser  on  October  31, 2015,  for  an aggregate exercise price of $750,000 (the "Second Exercise Date").

b)

Expiration  of  Put  Option.    Each  of  the  Put  Options  shall  expire  on  their respective exercise dates if not exercised.

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c)

Exercise Notice.   Seller may make its election to exercise the Put Option by providing written notice to Buyer on the applicable exercise date and returning the related Sundance Shares, endorsed to Buyer.

d)

Payment of Option Price.    Buyer shall pay the exercise price within two (2) days of its receipt of Seller's exercise notice and its receipt of the related Sundance Shares.

e)

Clawback  of Existing PDCs.      If Buyer fails to pay the exercise price within two (2) days of its receipt of an exercise notice and its receipt of the related Sundance Shares, plus any cure period, then Seller shall have the right to demand the return of its assets (the "Ciawback Rights"), as follows:

i.

If Buyer fails to pay the exercise price related to the First Exercise Date and the Buyer and Seller fail to extend the payment date, this Agreement shall be terminated and Buyer shall return all of Seller's assets and Seller shall repay the Consideration and any other costs and expenses paid by Buyer in connection with Seller's assets.   In the case of termination, Seller shall offset amounts owed by Buyer under   the   Sundance   Note   by  the Consideration   and  any  other  costs  and  expenses   paid  by Buyer in connection with Seller's assets, which shall be agreed upon by Buyer and Seller in one or more separate writings.

ii.

If Buyer fails to pay the exercise price related to the Second Exercise Date and the Buyer and Seller fail to extend the payment date, this Agreement shall be terminated and Buyer shall return all of Seller's assets and Seller shall repay the Consideration (including any proceeds from the exercise by Seller of its Put Option) and any other costs and expenses paid by Buyer in connection  with Seller's assets.    In the case  of termination,  Seller shall offset amounts owed by Buyer under the Sundance Note by any proceeds from the exercise by Seller of its Put Option and by the Consideration and any other costs and expenses  paid by Buyer in connection  with Seller's assets, which shall be agreed upon by Buyer and Seller in one or more separate writings.

f)

Cure Period.  In the event Buyer fails to timely pay the exercise price to Seller in connection with a properly exercised  Put Option due to a lack of adequate liquidity,  as determined  in the  Buyer's  sole  discretion,  Buyer shall have  (i) twenty-nine (29) calendar days from the receipt of an exercise notice related to the First Exercise Date and (ii) forty-five (45) calendar days from the receipt of an exercise notice related to the

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Second Exercise Date, to pay the related exercise price prior to Seller exercising any Clawback Rights.

4.

Transfers

4.1

Use of Proceeds of Transferred  Assets.   Pending the expiration of the Put Option and any Clawback Rights, Buyer shall own and control the Existing PDCs and Sundance  Note.    Buyer  hereby  agrees  to  maintain  the  Existing  PDCs  in  good standing (including the payment of all costs and expenses related to the assets underlying the Existing PDCs) and to hold such Existing PDCs, free from any encumbrances,  until the expiration of such Put Option and Clawback Rights.

5.

Initial Closing Conditions

5.1

NIB Registration.  The Seller and Buyer shall take such steps necessary to register the  Buyer  as  holder  of  the  Existing  PDCs  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.

5.2

Sundance Note Transfer.  The Seller shall deliver to the Buyer, the Sundance Note, duly endorsed over to Buyer and listed on a Bill of Sale in the form attached hereto in Exhibit E.

6.

Representations and Warranties

6.1

The Seller, and any of its affiliates or subsidiaries having any interest in the assets being  transferred  hereunder,  represents  and  warrants  to  the  Buyer  as  of  the Effective Date as follows:

(a)

The Seller is a validly organized  and existing limited liability company  under the  laws  of  the  State  of  Delaware,  and  it  has  the  corporate  power  and authority to enter into this Agreement and to perform its 

 obligations hereunder;

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(b)

The execution and the performance of this Agreement by the Seller have been duly   authorized   by   its  managers   and/or   any   and   all other necessary management  body(ies)  of the Seller and no further corporate action on the part  of  the  Seller  is  necessary   to  authorize  this Agreement  and/or  its performance;

(c)

This Agreement has been duly executed by the Seller, and this Agreement constitutes the valid and binding agreement of the Seller, enforceable against it in accordance with the terms hereof;

(d)

Each issuer of the Existing PDCs (each a "Company"), set forth on Exhibit A, is  a private  limited  liability  company   (societe  a responsabilite  limitee) duly incorporated and validly existing under the laws of Luxembourg;

(e)

To the best of the Seller's knowledge,  the "centre of main interests" (as that term is used in the Council Regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings, the "Insolvency Regulation") of each Company is in Luxembourg, and each Company has no "establishment" (as that term is used in the Insolvency Regulation) outside Luxembourg;

(f)

In respect of this Agreement and the transactions contemplated by, referred to in or provided for by this Agreement, (i) it entered into this Agreement in good faith and for the purpose of carrying out its business, (ii) it entered into this Agreement on arms' length commercial term, and (iii) it entered into this Agreement without any intention to defraud or deprive of any legal benefit any other parties (such as third parties and in particular creditors) or to circumvent any applicable mandatory laws or regulations of any jurisdiction;

(g)

To the best of the Seller's knowledge, no action, petition, resolution or similar order for bankruptcy (faillite), voluntary or judicial winding-up (liquidation volontaire ou judiciaire), controlled management (gestion contralee), suspension  of  payment   (sursis  de  paiement), voluntary  arrangement  with creditors   (concordat  preventif de faillite) or similar proceedings  affecting the rights of creditors generally has been taken, lodged, passed or presented with regard to the Company and the Seller;

(h)

The Seller and each Company do not meet or threatens to meet the criteria for the opening of any proceedings referred to under the above paragraph;

(i)

The Seller is the sole beneficial  and legal owner  of the Existing PDCs and Sundance Note;

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(J)

As of the Effective Date, the Existing PDCs are validly issued and fully paid up and represent in aggregate one hundred percent (100%) of the Existing PDCs issued by the Companies; and the Seller is not aware of any document related to the Existing PDCs that would preclude the Seller from consummating the transactions contemplated hereunder;

(k)

As of the Effective Date, the Seller shall own the Existing PDCs and Sundance Note free and clear of any lien, security interest, claim, option, pledge, charge, assignment, transfer and other encumbrances of any kind;

(I)

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

(m)

This Agreement  does not violate any contractual  or other obligation binding upon it and each Company.

(n)

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.

(o)

The Seller: (i) has had access  to all reports and registration  statements and other information filed by the Buyer with the United States Securities and Exchange Commission (the "SEC") at www.sec.gov; is an "accredited investor" or "sophisticated investor" as those terms are defined in SEC general rules and regulations, and specifically in SEC Rules 501 and 506, each of its principals is also an "accredited investor" or "sophisticated investor"; is fully capable of evaluating the risks and merits of an investment in the Sundance Shares; understands that the Sundance Shares are "restricted securities" as defined in SEC Rule 144; and has had the opportunity, through its principals and legal counsel,  to  ask  questions  of and  receive  answers  from  the  directors  and executive officers of Buyer, to the Seller's satisfaction.

6.2

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

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(a)

The  Buyer  is  a  corporation  duly  organized,  validly  existing  and  in good standing under the laws of its state of incorporation, and it has the corporate power and authority to enter into this Agreement and to perform its obligations hereunder;

(b)

The execution and the performance of this Agreement by the Buyer have been duly authorized by its managers and/or any and all other necessary management  body(ies) of the Buyer and no further corporate action on the part of the Buyer is necessary to authorize this Agreement and/or its performance;

(c)

This Agreement has been duly executed by the Buyer and this Agreement constitutes the valid and binding agreement of the Buyer, enforceable against it in accordance with the terms hereof;

(d)

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 controlee), suspension of payment (sursis de paiement), voluntary arrangement with creditors (concordat preventif 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.

7.

Costs

Except as otherwise provided herein, 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.

8.

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.

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9.

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.

10.

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.

11.

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;  and  it supersedes the LOI.

12.

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.

13.

Severability

The unenforceability or nullity of any provision of this agreement shall not affect the validity or enforceability of any other provisions hereof.

14.

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  UTAH.    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 FOR THE CENTRAL DISTRICT OF 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

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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.   ALL PARTIES HEREUNDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY  WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN  RESPECT  OF  ANY LITIGATION  BASED  HEREON,  OR  ARISING  OUT  OF, UNDER, OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS  (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE PARTIES IN CONNECTION HEREWITH OR THEREWITH. ALL PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE RECEIVED FULL AND SIGNIFICANT  CONSIDERATION  FOR THIS PROVISION AND THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR ALL PARTIES TO ENTER INTO THIS AGREEMENT.

Notwithstanding  anything contained  herein  to the contrary, it is the Parties' intent that this Agreement and the Promissory Note shall be governed by, and construed in accordance with, the laws of the State of Utah, but the Pledge Agreement shall be governed by, and construed in accordance with, the laws of Luxembourg.

15.

Headings

The headings  herein  are for purposes  of reference  only and  shall not  otherwise affect the meaning or interpretation of any provision hereof.

16.

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.

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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

HFII Assets Solutions, LLC

By:  Mark Niu

Title: President of Hyperion Capital, LLC

as Manager of HFII Assets Solutions, LLC

THE BUYER

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Exhibit B

Sundance Note

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Exhibit D

Letter of Intent

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Exhibit E

Bill of Sale

Bill of Sale - Sundance Note

BILL OF SALE AND ASSIGNMENT

BILL OF SALE AND ASSIGNMENT, dated as of this  

day of March, 2015 (this "Bill of Sale"), from HFII Asset Solutions, LLC (the "Seller"), to Sundance Strategies, Inc. (the "Buyer");

WITNESSETH:

WHEREAS, the undersigned entered into an Asset Purchase Agreement (the "Agreement"), dated as of March 2, 2015.  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  Buyer  the  Sundance  Note (the   "Transferred Property").

NOW, THEREFORE, in consideration of the payment by the Buyer to the Seller of the Consideration, 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 Transferred Property.

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.

HFII Assets Solutions

By: Title:

March 31, 2015

HFII Assets Solutions, LLC

as Seller and

Sundance Strategies,Inc.

as Buyer

Amendment No.1 to

Asset Purchase Agreement

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THIS AMENDMENT NO.1 TO ASSET PURCHASE AGREEMENT (the "Amendment") is made effective as of the 31st day of March, 2015 (the "Effective Date") amending that certain Asset Purchase Agreement (the "Agreement") dated the 26th day of February, 2015 between HFII Assets Solutions, LLC.(the "Seller") and Sundance Strategies,Inc., (the "Buyer"). All capitalized terms not defined herein shall have the meaning given to such terms in the "Agreement".

WHEREAS

(A)

Under the Agreement, the Seller sold the Existing PDCs and the Sundance Note to

Buyer.

(B)

Under the Agreement, the Seller was granted a Put Option which was exercised by

Seller on February 26, 2015.

(C)

Under the Put Option, Buyer was obligated to purchase up to 93,750 of the Sundance

Shares for a aggregate exercise price of $750,000 on March 31, 2015.

(D)         Certain of the companies that issued the Existing PDCs are in the process of changing management from the current managers (the "Current Managers") and Buyers are assisting in negotiations to remove such managers.

(E)

Sellers have agreed to amend the Agreement to provide for the payment of $375,000 of the exercise price on April 1, 2015 and the remaining $375,000 of the exercise price on the earlier of (i) three (3) calendar days after the execution of a term sheet providing for the removal of the Current Managers of the Existing PDCs or (ii) April 30, 2015.

THE PARTIES HEREBY AGREE AS FOLLOWS:

1.  Amendment.

1.1   Amendment  of Section 3.2(f). Section 3.2(f) of the Agreement, titled Cure Period, is hereby amended in its entirety to read as follows:

"f)  Cure Period.  In the event Buyer fails to timely pay the exercise price to Seller in connection with a properly exercised Put Option due to a lack of adequate liquidity, as determined in the Buyer's sole discretion, Buyer shall have the following Cure Periods:

(i)

With respect  to the First Exercise Date, prior to Seller exercising any Clawback Rights, (a) Buyer shall have thirty (30} calendar days from the receipt of an exercise notice to pay one-half of the exercise price in the amount  of $375,000 and (b) Buyer shall pay the balance of the exercise price in the amount of $375,000 on the earlier of (A) three (3) calendar days after the execution of a term sheet providing for the removal of the Current Managers of the Existing PDCs or (B) sixty (60) calendar days from the receipt of such exercise notice.

(ii)

With respect to the Second Exercise Date, prior to Seller exercising any Clawback  Rights, Buyer shall have forty-five (45) calendar days from the receipt of an exercise notice related to the Second Exercise Date, to pay the related exercise price."

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1.2   No other Amendment. In all other respects. the Agreement is hereby ratified and confinned.

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Counterparts.

This Amendment 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.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in counterparts as of the date first above written.

THE SELLER

HFII Assets Solutions

         /s/ Mark Niu

By: Mark Niu

Title: Manager

THE BUYER

Sundance Strategies,Inc.

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DEBENTURE AGREEMENT

THIS DEBENTURE AGREEMENT (this “Agreement”) is made and entered into this 2nd day of June, 2015, by and among Sundance Strategies, Inc, a Nevada corporation (hereinafter referred to as the “Company”) and Satco International, Limited, an individual residing in Hong Kong, (hereinafter referred to as the “Lender”), on the following:

Premises

A.

Lender has engaged in preliminary discussions with the Company regarding providing interim financing to the Company through a debenture due in one year.

B.

The Company is interested in borrowing money from Lender on a short term, one year, period.

C.

The Company and Lender want to set forth their understanding as to the terms and conditions of the loan by Lender to the Company.

Agreement

BASED, upon the foregoing premises, which are incorporated herein by this reference, and for and in consideration of the mutual promises and covenants hereinafter set forth, and other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, it is agreed as follows:

ARTICLE I

LOAN

1.01

Loan .   Lender agrees to loan the Company and the Company agrees to borrow from Lender Seven Hundred Thousand dollars ($700,000.00) pursuant to the terms and conditions of the Debenture, attached hereto as exhibit “A” (the “Debenture”).  Lender shall loan the Company Seven Hundred thousand dollars ($700,000.00), all under the terms and conditions of this Agreement and the Debenture.  The term of the debenture shall be for a period of one year.

ARTICLE II

REPRESENTATIONS, COVENANTS, AND WARRANTIES

OF THE COMPANY

As an inducement to, and to obtain the reliance of Lender in connection with the Debenture, the Company represents and warrants as follows:

2.01

Private Offering .    The Debenture has not been and will not be registered with the Securities and Exchange Commission (the “Commission”).  The Debenture shall be entered into in reliance on exemptions from the registration requirements of Section 5 of the United States Securities Act of 1933, as amended, and as such, will be deemed “restricted securities” limiting the Debenture’s ability to be transferred.

2.02

Approval of Agreement .   The Company has full corporate power, authority, and legal right and has taken, or will take, all action required by law, its articles of incorporation, bylaws, and otherwise to

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execute and deliver this Agreement and to consummate the transactions herein contemplated including entering into the Debenture.  The board of directors of the Company has authorized and approved the execution, delivery, and performance of this Agreement and the transactions contemplated hereby including entering into the Debenture.

2.03

Legal Right .  The performance of this Agreement and the consummation of the transactions herein contemplated will not result in a material breach or violation of any of the terms and provisions of, or constitute a default under, any statute (except federal and state securities laws, compliance with which is elsewhere provided for in particular detail), indenture, mortgage or other agreement or instrument to which the Company is a party or by which it is bound by any order, rule or regulation directed to the Company or its affiliates by any court or governmental agency or body having jurisdiction over them; and no other consent, approval, authorization or action is required for the consummation of the transactions herein contemplated other than such as have been obtained.

2.04

Validly Executed .   The Debenture will be duly authorized, validly and legally entered into and be a binding obligation on the part of the Company.

2.05

Organization .    The Company has been duly organized and is now a validly existing corporation under the laws of the state of Nevada lawfully qualified to conduct the business for which it was organized and which it proposes to conduct.  

ARTICLE III

REPRESENTATIONS, COVENANTS, AND WARRANTIES

OF THE LENDER

As an inducement to, and to obtain the reliance of the Company in connection with entering into the Debenture, Lender represents and warrants as follows:

3.01

Representations .   Lender is not relying on any representation or warranty of the Company, whatsoever, except those representations and warranties contained in this Agreement.

3.02

Standing and Authority of Lender .   Lender has all requisite power and authority to execute and deliver this Agreement, to perform Lender’s obligations hereunder and to consummate the transactions contemplated hereby.

3.03

Execution and Delivery; No Conflict .

(a)

This Agreement has been duly executed and delivered by the Lender and constitute the valid and binding obligation of Lender, enforceable against Lender in accordance with the terms herein, except as the same may be limited by:  (i) bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights; (ii) equitable principles; and (iii) public policies with respect to the enforcement of indemnification agreements.

(b)

The execution, delivery and performance of this Agreement by Lender and the consummation of the transactions contemplated hereby:  (i) have been duly and validly authorized by all necessary action on the part of Lender; and (ii) are not prohibited by, do not violate any provision of, and will not result in the breach of or accelerate or permit the acceleration of, the performance required by the terms of any applicable law, rule regulation, judgment, decree, order,

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or other requirement of the United States or any state of the United States, or any court, authority, department, commission, board, bureau, agency, or instrumentality of either thereof in a manner which would have a material adverse effect on the Lender, or any material contract, indenture, agreement or commitment, to which the Lender is a party or bound.

3.04

Consents and Approvals .   The execution, delivery, and performance by Lender of this Agreement and the consummation by Lender of the transactions contemplated hereby do not require the Lender to obtain any consent, approval or action of, or give any notice to, any corporation, person, firm, or judicial authority except:  (i) such as have been duly obtained or made, as the case may be, and are in full force and effect on the date hereof; and (ii) those which the failure to obtain would have no material adverse effect on the transactions contemplated hereby.

3.05

Securities Representations .   Lender understands and agrees that the consummation of this Agreement including entering into the Debenture as contemplated hereby, constitutes the offer and sale of securities under the Securities Act.  Lender agrees that such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, among other items, on the circumstances under which such securities are acquired.  In order to provide documentation for reliance upon exemptions from the registration and prospectus delivery requirements for such transactions Lender will sign appropriate representations and warranties related to its suitability to invest in the Company, including an investment letter and suitability questionnaire which are contained in the “suitability letter” attached hereto as appendix “A.”  Lender understands that the Debenture and any shares of the Company received on conversion of the Debenture have not been registered under the Securities Act and must be held indefinitely without any transfer, sale, or other disposition unless such Debenture or shares are subsequently registered under the Securities Act or registration is not required under the Securities Act in reliance on an available exemption.  The Debenture and any shares on conversion of the Debenture to be received by the Lender under the terms of this Agreement will be acquired for the Lender’s own account, for investment, and not with the present intention of resale or distribution of all or any part of the securities.  Lender agrees that he will refrain from transferring or otherwise disposing of the Debenture, or any interest therein, in such manner as to violate the Securities Act or any applicable state securities law regulating the disposition thereof.  Lender is an “accredited investor” within the meaning of Regulation D promulgated under the Securities Act and has adequate means for providing for his current needs and possible personal contingencies and has no need now and anticipates no need in the foreseeable future to sell the Debenture or shares received on conversion of the Debenture or have the Debenture repaid prior to its maturity date.  Lender understands that Debenture is being entered into in reliance on specific exemptions from the registration requirements of Federal and state securities laws and that the Company is relying upon the truth and accuracy of Lender’s representations, warranties, agreements, and understandings set forth herein to determine Lender’s suitability to loan the Company the funds and accept the Debenture.

3.06

Disclosure Information .  Lender believes he has received all the information Lender considers necessary or appropriate for deciding whether or not to lend the Company money.  Lender further represents that he has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the loan.  The foregoing, however, does not limit or modify the representations and warranties of the Company in Article 2 of this Agreement or the right of Lender to rely thereon.  Lender is aware, through its due diligence review of the Company that the conversion price set forth in the Debenture for the shares of the Company’s common stock bear no relationship to assets, book value or other established criteria of determining value. Lender will further inform the Company of any discrepancies, error or disagreement between any representation, warranty, covenant or schedule of the Company or Lender based on Lender’s review of the due diligence information and discussions with the

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Company or its management or has otherwise come to Lender’s attention and will provide such notice to the Company as soon as practicable after such discovery.

3.07

Investment Experience .  Lender is an investor in securities of companies in the development stage and acknowledges that he is able to fend for himself, can bare the economic risk of his investment and has such knowledge and experience in financial or business matters that he is capable of evaluating the merits and risks of loaning the Company money.

3.08

Acknowledgment .  Lender acknowledges that the Company has lost money, may not have the funds to pay the lender back the money loaned at the end of the Debenture period if the Company’s operations do not improve, that the Company’s operations are subject to the risks inherent in the establishment of new businesses, and that there can be no assurance that the Company will ever achieve profitability or that, if achieved, such profitability could be sustained.  Lender further acknowledges that a loan to the Company involves substantial risk and the potential loss of the funds being loaned. Additionally, Lender understands the Company will need to raise additional capital to pay off the Debenture when it matures.  Furthermore, any shares received on conversion of the Debenture will be restricted, may not be able to be resold and a trading market for such shares may not develop. Lender further acknowledges that and investment in the Debenture and the shares of common stock receivable on conversion of the Debenture involve substantial risk.

3.08

Knowledge of Company .  Lender is aware, through his own extensive due diligence of all material information respecting the past, present and proposed business operations of the Company, including, but not limited to, its technology, its management, its financial position, or otherwise including analyzing the Company’s filings with the Securities and Exchange Commission which include the Company’s annual and quarterly reports of Form 10-K and 10-Q and current reports on Form 8-K, and specifically reviewed the "risk factors" set forth in such reports including, but not limited to Part I, Item 1A.  Risk Factors (pages 22 through 36), of the 10-K Annual Report for the fiscal year ended March 31, 2014, and filed with the Securities and Exchange Commission on July 16, 2014, and as amended on July 21, 2014, and Lender also; understands that there is no “established trading market” for the Company’s Debentures or common stock receivable on conversion of the Debentures, that the Company is uncertain, at this time, whether there’re will be any future “established trading market” for the Company’s common stock.  Lender has conducted his own investigation of the risks and merits of an loan or investment in the Company, and to the extent desired, including, but not limited to a review of the Company’s books and records, financial statements and Lender has had the opportunity to discuss these documents with the directors and executive officers of the Company; to ask questions of these directors and executive officers; and that to the extent requested, all such questions have been answered to his satisfaction. Lender is familiar with and understands the business and financial condition, operations and prospects of the Company and is sufficiently informed and sophisticated enough to make a decision regarding the transactions contemplated by this Agreement.

3.09

Patriot Act .

(a)  Lender is not in violation of any legal requirements relating to terrorism or money laundering (“ Anti-Terrorism Laws ”), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the “ Executive Order ”), and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56 (the “ Patriot Act ”).

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(b)  Lender, nor, to Lender’s Knowledge, any affiliate, stockholder or broker or other agent of Lender acting or benefiting in any capacity in connection with this Agreement is any of the following:

(i)

a person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(ii)

a person owned or controlled by, or acting for or on behalf of, any person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order;

(iii)

a person with which any party is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law;

(iv)

a person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order; or

(v)

a person that is named as a “specially designated national and blocked person” on the most current list published by OFAC at its official website or any replacement website or other replacement official publication of such list.

(c)

Lender, nor, to Lender’s Knowledge, any affiliate or stockholders or broker or other agent of Lender acting in any capacity in connection with this Agreement (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any person described in Section 3.09(b), (ii) deals in, or otherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order, or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.

ARTICLE IV

SPECIAL COVENANTS

4.01

Use of Funds .  All funds received will be used for general business purposes.

4.02

Access to Books and Records .  Until the closing date, the Company will afford to Lender and its authorized representatives full access to the properties, books, and records of the Company in order that Lender may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the Company and will furnish the Lender with such additional financial and other information as to the business and properties of the Company as Lender shall from time to time reasonably request.

4.03

Private Offering .  The Company and Lender agree and understand that the consummation of this Agreement including the loan by Lender and execution of the Debenture as contemplated hereby, may constitutes the offer and sale of securities under the Securities Act and applicable state statutes.  The Company and Lender agree such transactions shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, among other items, on the circumstances under which such securities are acquired.

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(a)

In order to provide documentation for reliance upon exemptions from the registration and prospectus delivery requirements for such transactions, the signing of this Agreement and the delivery of appropriate separate representations, including the “suitability letter” attached hereto as appendix “A” shall constitute the parties acceptance of, and concurrence in, the following representations and warranties:

(i)

Lender acknowledges that neither the SEC nor the securities commission of any state or other federal agency has made any determination as to the merits of the loan or Debenture, and that this transaction involves certain risks, including the possible loss of all funds loaned.

(ii)

Lender has received and read the Agreement and understand the risks related to the consummation of the transactions herein contemplated.

(iii)

Lender has such knowledge and experience in business and financial matters that he is capable of evaluating each business.

(iv)

Lender has been provided with copies of all materials and information requested by Lender or their representatives, including any information requested to verify any information furnished (to the extent such information is available or can be obtained without unreasonable effort or expense), and the parties have been provided the opportunity for direct communication regarding the transactions contemplated hereby.

(v)

All information which Lender has provided to the Company or their representatives concerning his suitability and intent to loan the Company funds is complete, accurate, and correct.

(vi)

Lender has not offered or sold any securities of the Company or interest in this Agreement and has no present intention of dividing the Debenture to be received or the rights under this Agreement with others or of reselling or otherwise disposing of any portion of such Debenture or rights, either currently or after the passage of a fixed or determinable period of time or on the occurrence or nonoccurrence of any predetermined event or circumstance.

(vii)

Lender understand that the Debenture has not been registered, but is being acquired by reason of a specific exemption under the Securities Act as well as under certain state statutes for transactions not involving any public offering and that any disposition of the subject Debenture may, under certain circumstances, be inconsistent with this exemption and may make Lender an “underwriter,” within the meaning of the Securities Act.  It is understood that the definition of “underwriter” focuses upon the concept of “distribution” and that any subsequent disposition of the subject Debenture can only be effected in transactions which are not considered distributions.  Generally, the term "distribution" is considered synonymous with “public offering” or any other offer or sale involving general solicitation or general advertising.  Under present law, in determining whether a distribution occurs when securities are sold into the public market, under certain circumstances one must consider the availability of public information regarding the issuer, a holding period for the securities sufficient to assure that the persons desiring to sell the securities without registration first bear the economic risk of their investment, and a

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limitation on the number of securities which the stockholder is permitted to sell and on the manner of sale, thereby reducing the potential impact of the sale on the trading markets. These criteria are set forth specifically in rule 144 promulgated under the Securities Act.

(b)

In connection with the transaction contemplated by this Agreement, the Company and Lender shall each file, with the assistance of the other and their respective legal counsel, such notices, applications, reports, or other instruments as may be deemed by them to be necessary or appropriate in an effort to document reliance on such exemptions, and the appropriate regulatory authority in the states where Lender reside unless an exemption requiring no filing is available in such jurisdictions, all to the extent and in the manner as may be deemed by such parties to be appropriate.

(c)

In order to more fully document reliance on the exemptions as provided herein, the Company and Lender shall execute and deliver to the other, at or prior to the closing, such further letters of representation, acknowledgment, suitability, or the like as the Company or Lender and its counsel may reasonably request in connection with reliance on exemptions from registration under such securities laws including but not limited to an investment letter.

(d)

The Company and Lender acknowledge that the basis for relying on exemptions from registration or qualifications are factual, depending on the conduct of the various parties, and that no legal opinion or other assurance will be required or given to the effect that the transactions contemplated hereby are in fact exempt from registration or qualification.

ARTICLE V

MISCELLANEOUS

5.01

Attorney's Fees .  In the event that any party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the breaching party or parties shall reimburse the nonbreaching party or parties for all costs, including reasonable attorneys' fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

5.02

Entire Agreement .  This Agreement represents the entire agreement between the parties relating to the subject matter hereof.  All previous agreements between the parties, whether written or oral, have been merged into this Agreement.  This Agreement alone fully and completely expresses the agreement of the parties relating to the subject matter hereof.  There are no other courses of dealing, understandings, agreements, representations, or warranties, written or oral, except as set forth herein.

5.03

Survival; Termination .  The representations, warranties, and covenants of the respective parties shall survive the closing and the consummation of the transactions herein contemplated for a period of six months from the closing, unless otherwise provided herein.

5.04

Counterparts .  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.

5.05

Amendment or Waiver .  Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and such remedies may be enforced concurrently, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.  

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At any time prior to the closing, this Agreement may be amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance thereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended.

5.06

Binding Effect .  This Agreement shall inure to the benefit of and be binding upon the Company and Lender and their successors.  Nothing expressed in this Agreement is intended to give any person other than the persons mentioned in the preceding sentence any legal or equitable right, remedy or claim under this Agreement.

5.07

Severability .  Every provision of this Agreement is intended to be severable.  If any term or provision hereof is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder hereof.

5.08

Captions .  The captions or headings in this Agreement are inserted for convenience and identification only and are not intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any provisions hereof.

5.09

Applicable Law .  The Company and Lender hereby agree that this Agreement shall be governed by and construed and enforced under and in accordance with the laws of the State of Utah, where the Company’s corporate office reside. without reference to conflict of laws and all subject matter and in persona jurisdiction shall be the state courts of Utah and as such the Company and Lender irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of Utah and of the United States of America located in Utah for any actions, suits or proceedings arising out of or relating to this Agreement and the Company and Lender agree not to commence any action, suite or proceedings relating thereto except in such courts.

IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first above written.

THE COMPANY:

THE LENDER:

Sundance Strategies, Inc.

Satco International, Limited

a Nevada corporation

By: /s/ Randall Pearson___________

/s/Stephen H. Smoot __________

     A Duly Authorized Officer

Stephen H. Smoot, Attorney-in-Fact

     It's President

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Appendix A

SUITABILITY LETTER

TO:

__________________

I make the following representations with the intent that they may be relied on by __________________ (the "Company").  

1.

I have had the opportunity to ask questions of, and receive answers and information, from the officers of the Company and I deemed such information sufficient to make an investment decision on the Company.

2.

I have such knowledge and experience in business and financial matters that I am capable of evaluating the Company, its business activities, and the risks and merits of this prospective investment, and I am not utilizing a purchaser representative (as defined in regulation D) in connection with the evaluation of such risks and merits, except the following:   

3.

I shall provide a separate written statement from each purchaser representative on the Purchaser Representative Acknowledgment form available from the Company in which is disclosed (i) the relationship of the purchaser representative with the Company, if any, which has existed at any time during the previous two years, and compensation received or to be received as a result of such relationship, and (ii) the education, experience, and knowledge in financial and business matters which enables the purchaser representative to evaluate the relative merits and risks of an investment in the Company.  

4.

The undersigned and the purchaser representatives listed above together have such knowledge and experience in financial and business matters that they are capable of evaluating the Company and the proposed activities thereof and the merits and risks of this prospective investment.  

5.

I have adequate means of providing for my current needs and possible personal contingencies and have no need in the foreseeable future for liquidity of an investment in the Company.  

6.

Instructions:  Complete either (a) or (b) below, as applicable:

(a)       FOR ACCREDITED INVESTORS .  I confirm that I am an "accredited investor" as defined under rule 501 of regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), as checked below:  

(i)

Any bank as defined in section 3(a)(2) of the Securities Act or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Securities Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any small business investment company licensed by the U. S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions,

D-1

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 or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

o

Yes

o

No

(ii)

Any private business development company as defined in section 302(a)(22) of the Investment Advisers Act of 1940;

o

Yes

o

No

(iii)

Any organization described in section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

o

Yes

o

No

(iv)

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

o

Yes

o

No

(v)

Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his or her purchase exceeds $1,000,000, excluding the value of the primary residence of such person;

o

Yes

o

No

For purposes of category (v), the term "net worth" means the excess of total assets over total liabilities.  

(vi)

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

o

Yes

o

No

In determining income, the undersigned should add to his or her adjusted gross income any amounts attributable to tax exempt income received, losses claimed as a limited partner in any limited partnership, deductions claimed for depletion, contributions to an IRA or Keogh retirement plan, alimony payments, and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income.

(vii)

Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in section 230.506(b)(2)(ii); and

o

Yes

o

No

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(viii)

Any entity in which all of the equity owners are accredited investors.  

o

Yes

o

No

(b)

FOR NONACCREDITED INVESTORS .  I am not an accredited investor.

The following information is being provided here in lieu of furnishing a personal financial statement.

(i)

My net worth excluding principal residence, furnishings, and automobiles is at least _____ times the total investment I intend to make in the Company;

(ii)

My annual disposable income, after excluding all of my personal and family living expenses and other cash requirements for current obligations, is such that the loss of my entire investment in the Company would not materially alter my standard of living;

o

Yes

o

No

(iii)

Considering the foregoing and all other relevant factors in my financial and personal circumstances, I am able to bear the economic risk of an investment in the Company.

o

Yes

o   No

7.

I have previously been advised that I would have an opportunity to review all the pertinent facts concerning the Company, and to obtain any additional information which I might request, to the extent possible or obtainable, without unreasonable effort and expense, in order to verify the accuracy of the information provided me.  

8.

I have personally communicated or been offered the opportunity to communicate with executive officers of the Company to discuss the business and financial affairs of the Company, its products and activities, and its plans for the future.  I acknowledge that if I would like to further avail myself of the opportunity to ask additional questions of the Company, the Company will make arrangements for such an opportunity on request.  

9.

I have been advised that no accountant or attorney engaged by the Company is acting as my representative, accountant, or attorney.  

D-3

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10.

I will hold title to my interest as follows:  

o

Community Property

o

Separate Property

o

Joint Tenants, with Right of

o

Tenants in Common

Survivorship

o

Other (Single Person, Trust, Etc., Please

                                                                               Indicate.)

11.

I am a bona fide citizen of Japan and maintain my full time domicile in Japan.  The address below is my true and correct principal residence.  

DATED this 4 ^th day of September, 2013.  

Name (Please Print)

Name of Joint Subscriber, If Any

Signature

Signature

Street Address

Street Address

City, State, and Zip Code

City, State, and Zip Code

D-4

Exhibit A

Debenture

Date:   June 2, 2015

    Amount: $700,000,000 (U.S.)

___________________________

CONVERTIBLE DEBENTURE

BEARING INTEREST AT 8% PER ANNUM

______________________________________________________________________________

THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES.  THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OR OTHER COMPLIANCE UNDER THE SECURITIES ACT OR THE LAWS OF THE APPLICABLE STATE OR A "NO-ACTION" OR INTERPRETIVE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER AND ITS COUNSEL TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH STATE STATUTES.

______________________________________________________________________________

Sundance Strategies, Inc., a corporation duly organized and existing under the laws of the State of Nevada (hereinafter referred to as the "Company"), for value received, hereby promises to pay to Satco International, Limited , the registered holder hereof, the principal sum of Seven Hundred Thousand, United States Dollars (U.S. $700,000.00) one (1) year from date, upon presentation and surrender of this Debenture (the "Debenture") at the offices of the Company, in such lawful money of the United States of America as at the time of payment shall be legal tender for the payment of public and private debt, until the principal hereof is paid or made available for payment as herein provided.

This Debenture is subject to the following further terms and material provisions:

1.

Series .

This Debenture is one of a duly authorized series of Debentures of the Company totaling two million dollars ($2,000,000) (the “Debentures”).

2.

Term and Interest .  The date of maturity of the Debenture shall be one (1) year from the date of issuance, subject to prepayment as set forth in paragraph 3 hereof.  The Debenture shall bear simple interest at the rate of eight percent (8%) per annum.  The principal on the Debenture is payable on the maturity date, subject to prepayment as set forth in paragraph 3 hereof, and will be paid at the office of the Company, maintained for such purposes, to the registered holder of the Debenture on the books and records of the Company.  Accrued interest on the Debenture will be payable annually, on the anniversary date of the Debenture, and will be paid at the office of the Company, maintained for such purposes, to the registered holder of the Debenture on the books and records of the Company.

3.

Prepayment .  Subject to the provisions of Section 7 hereof and the right of the Holder to convert this Debenture prior to payment, this Debenture is subject to prepayment, in

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whole or in part, at the election of the Company at any time, upon not less than 10 days’ notice. Prepayment shall be effected by paying the amount equal to the outstanding principal amount of the Debenture and accrued interest at the date of prepayment.  On the date fixed for prepayment by the Company, the amount of principal shall be paid in cash or certified funds.  Any Debenture which is prepaid only in part shall be presented for notation thereon by the Company of such partial prepayment.  If less than all the Debenture principal amount and interest is to be prepaid, notice of the proposed prepayment shall be sent to the registered holder of the Debenture and such prepayment shall be made.

4.

Satisfaction and Discharge of Debenture .  This Debenture shall cease to be of further effect (except as to any surviving rights of transfer, or exchange of Debentures herein expressly provided for) when:

(a)

The Company has paid or caused to be paid all sums payable hereunder by the Company, including all principal and interest amounts under the Debenture or the conversion of the Debenture as provided herein; and

(b)

All the conditions precedent herein provided for relating to the satisfaction and discharge of this Debenture have been met.

5.

Events of Default .  "Events of Default," when used herein, whatever the reason for such event of default and whether it shall be voluntary or involuntary or be effected by operation of law pursuant to any judgment, decree, or order of any court or any order, rule, or regulation of any administrative or government body or be caused by the provisions of any paragraph herein means any one of the following events:

(a)

Default in the payment of the principal of the Debenture, when due, whether at maturity, or otherwise; or

(b)

Default in the performance or breach of any covenant or warranty of the Company in this Debenture (other than a covenant or warranty, the breach or default in performance of which is elsewhere in this section specifically dealt with), and continuation of such default or breach for a period of 30 days after there has been given to the Company by registered or certified mail, by the holders of a majority in principal amount of the outstanding Debenture, a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a notice of default hereunder; or

(c)

The entry of a decree or order by a court having jurisdiction in the premises adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment, or composition of or in respect of the Company under the Federal Bankruptcy Act or any other applicable federal or state law, or appointing a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuation of any such decree or order unstayed and in effect for a period of 30 consecutive days; or

(d)

The institution by the Company of proceedings to be adjudicated a bankrupt or insolvent, or the consent by it to the institution of bankruptcy or insolvency proceedings against it, or a filing by it of a petition or answer or consent seeking

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reorganization or relief under the Federal Bankruptcy Act or any other applicable federal or state law; or

(e)

The consent by the Company to the filing of any such petition or the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or of any substantial part of its property), or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action.

6.

Acceleration of Maturity .  If an event of default occurs and is continuing then, in every such case, the holder of a majority in principal amount of the outstanding Debentures, may declare the principal of the Debentures to be due and payable immediately, by a notice in writing to the Company of such default, and upon any such declaration, such principal shall become immediately due and payable.  At any time after such declaration of acceleration has been made, and before a judgment or decree for payment of money due has been obtained by the holders, the holders of a majority of the principal of the outstanding Debentures, by written notice to the Company, may rescind and annul such declaration and its consequences, if all events of default, other than the nonpayment of the principal of the Debentures which has become due solely by such acceleration, has been cured or waived.  No such recession shall affect any subsequent default or impair any right contingent thereon.

7.

Conversion .  Subject to, and in compliance with, the provisions contained herein, the Holder of this Debenture is entitled, at its or his option, one year from the date of issuance, or in case this Debenture or some portion hereof shall have been called for prepayment or considered in default under paragraph 5 hereof, then, in respect of this Debenture or such portion hereof, to convert this Debenture (or any portion of the principal amount hereof), into validly issued, fully paid and nonassessable restricted shares (calculated as to each conversion to the nearest share) of common stock, $0.001 per share of the Company, (the “Common Stock” or “Shares”) where the conversion price shall be equal to ninety percent (90%) of the CAP of the Company’s common stock (“Conversion Price”), as defined herein, subject to such adjustment in such Conversion Price, if any, as may be required by the provisions of this Debenture, by surrender of this Debenture, duly endorsed (if so required by the Company) or assigned to the Company or in blank, to the Company at its offices, accompanied by written notice to the Company, that the Holder hereof elects to convert this Debenture or, if less than the entire principal amount hereof is to be converted, the portion hereof to be converted.  The number of Shares issuable upon a conversion hereunder shall be determined by the quotient obtained by dividing (x) the outstanding principal amount, including any accrued but unpaid dividends, of this Debenture to be converted by (y) the Conversion Price. On conversion, no adjustment for interest is to be made, but if any Holder surrenders this Debenture for conversion between the record date for the payment of any installment of interest and the next interest payment date, the holder of such Debenture when surrendered for conversion shall be entitled to payment of the interest thereon from the last preceding record date for interest through the date of conversion which the registered holder is entitled to receive on such conversion date.  No fraction of Shares will be issued on conversion, but instead of any fractional interest, the Company will pay cash adjustments as provided herein. Following receipt of the written notice of intention to convert the Debenture, the Company shall take such steps as it deems appropriate to permit conversion of the Debenture as specified herein without registration or qualification under applicable federal and state securities laws.  “ CAP ” means, for any date, the ninety (90) day average closing price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on a Trading Market, the average closing price of the Common Stock for the prior ninety (90) days from the date the notice of conversion was received (or the nearest

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date) on the Trading Market on which the Common Stock is then listed or quoted for trading as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time)); (b) if the Common Stock is not then quoted for trading on the OTCQB or other Trading Market and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices or as reported on other electronic quotation system), the ninety (90) day average closing price or if no closing price the bid price per share of the Common Stock so reported; or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by the Holder and reasonably acceptable to the Company.  “Trading Market” means the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the American Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange or the OTCQB.  If no closing price is listed, the bid price shall be used as the closing price.

8.

Suits for Enforcement .  If an event of default occurs and is continuing, the holder of a majority in principal amount of the outstanding Debenture may, in their discretion, proceed to protect and enforce their rights by such appropriate judicial proceedings as the holders shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement under this Debenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

9.

Limitation on Suits .  No holder of any Debenture shall have any right to institute any proceedings, judicial or otherwise, with respect to this Debenture, or for the appointment of a receiver or trustee, or for any remedy hereunder, unless such holder has previously given written notice to the Company of a continuing event of default as provided above; it being understood and intended that no one or more holders of this Debenture shall have any right in any manner whatever by virtue of, or by availing of, any provisions of this Debenture to effect, disturb or prejudice the right of any other holders of Debentures, or to obtain or to seek to obtain priority or preference over any other holders or to enforce any right under this Debenture, except in the manner herein provided and for the equal and ratable benefit of all the holders of the Debenture.

10.

Acts of Holders .  Any request, demand, authorization, direction, notice, consent, waiver, or other action provided by this Debenture to be given or taken by the holder hereof or by the holders of the Debentures may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such holders in person or by their agent or attorney-in-fact, duly appointed in writing; and, except as otherwise expressly provided herein, such action shall become effective when such instrument or instruments are delivered to the Company in the manner provided for giving notices herein.  Such instrument or instruments, and the action embodied therein or evidenced thereby, are herein sometimes referred to as the “act” of the holders signing such instrument or instruments.  Proof of execution of any such instrument or of writing appointing any such agent shall be sufficient for any purpose of this Debenture if the fact and date of execution by any person of any purpose of the Debenture if the fact and date of execution by any person of any such instrument or writing is verified by the affidavit of a witness of such execution or by the request, demand, authorization, direction, notice, consent, waiver, or other action by the holder of this Debenture shall bind every Debenture holder of the same Debenture and the holder of every Debenture issued upon the transfer thereof or in exchange therefor or in lieu thereof in respect of anything done or suffered to be done by any person in reliance thereon, whether or not notation of such action is made upon such Debenture.

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11.

Notices to Holders; Waiver .  Where this Debenture provides for notice to holders of any event, such notice shall be sufficiently given if in writing and sent by courier providing for delivery within 72 hours or mailed, registered, postage prepaid, to each holder affected by such event, at his address as it appears in the Debenture register maintained by the Company, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. Where the Debenture provides for notice to the Company, such notice shall be sufficiently given if in writing and mailed, registered, postage prepaid, to the Company at its address set forth above (or at such other address as shall be provided to the holder of this Debenture in the manner for giving notices set forth herein), not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.  Where this Debenture provides for notice in any manner, such notice may be waived in writing by the person entitled to receive such notice, whether before or after the event, any such waiver shall be equivalent of such notice.

12.

Restrictions .  The holder of this Debenture, by acceptance hereof, represents and warrants as follows:

(a)

The Debenture is being acquired for the holder's own account to be held for investment purposes only and not with a view to, or for, resale in connection with any distribution of such Debenture or any interest therein without registration or other compliance under the Securities Act and applicable state securities laws, and the holder hereof has no direct or indirect participation in any such undertaking or in underwriting such an undertaking.

(b)

The holder hereof has been advised and understands that the Debenture and any Shares received through the conversion of this Debenture, have not been registered under the Securities Act and the Debenture and any Shares received upon conversion must be held and may not be sold, transferred, or otherwise disposed of for value unless it is subsequently registered under the Securities Act or an exemption from such registration is available; except as set forth herein, the Company is under no obligation to register the Debenture or the Shares of Common Stock received upon conversion under the Securities Act; in the absence of such registration, sale of the Debenture or the Shares may be impracticable; the Company will maintain stop-transfer orders against registration of transfer of the Debenture and the Shares.  The Company may refuse to transfer the Debenture or the Shares unless the holder thereof provides an opinion of legal counsel reasonably satisfactory to the Company or a "no-action" or interpretive response from the Securities and Exchange Commission to the effect that the transfer is proper; further, unless such letter or opinion states that the Debenture or the Shares are free from any restrictions under the Securities Act, the Company may refuse to transfer the Debenture or the Shares to any transferee who does not furnish in writing to the Company the same representations and agree to the same conditions with respect to such Debenture or the Shares if any set forth herein.  The Company may also refuse to transfer the Debenture or the Shares if any circumstance is present reasonably indicating that the transferee's representations are not accurate.

13.

Severability .  In case any provision in this Debenture 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.

14.

Governing Law .  This Debenture shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada and without reference to conflict of laws and all subject matter and in persona jurisdiction shall be the state courts of Utah where the Company has its headquarters, and as such Holder and the Company irrevocably and

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unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of Utah and of the United States of America located in Utah for any actions, suits or proceedings arising out of or relating to this Debenture and Holder and the Company agree not to commence any action, suite or proceedings relating thereto except in such courts.

15.

Legal Holidays .  In any case where any date provided herein shall not be a business day, then (notwithstanding any other provision of this Debenture) the event required or permitted on such date shall be required or permitted, as the case may be, on the next succeeding business day with the same force and effect as if made on the date upon which such event was required or permitted pursuant hereto.

16.

Delay or Omission; No Waiver .  No delay or omission of any holder of the Debenture to exercise any right or remedy accruing upon any event of default shall impair any such right or remedy or constitute a waiver of any such event or default or any acquiescence therein.  Every right or remedy given hereby or by law may be from time to time, and as often as may be deemed expedient.

17.

Miscellaneous .  This Debenture is subject to the following additional terms and conditions:

(a)

If this Debenture is placed with any attorney for collection, or if suit be instituted for collection, or if any other remedy provided by law is pursued by the registered holder hereof, because of any default in the terms and conditions herein, then in either event, the undersigned agrees to pay reasonable attorneys' fees, costs, and other expenses incurred by the registered holder here of in so doing.

(b)

None of the rights and remedies of the registered holder hereof shall be waived or affected by failure or delay to exercise them.  All remedies conferred on the registered holder of this Debenture shall be cumulated and none is exclusive.  Such remedies may be exercised concurrently or consecutively at the registered holder's option.

(c)

This Debenture is negotiable and transferable, subject to compliance with the provisions of paragraph 12 hereof.

(d)

The makers, guarantors, and endorsers hereof severally waive presentment for payment, protest, and notice of protest, and of nonpayment of this Debenture.

(e)

This Debenture may not be sold to any US Person and is to be sold only to persons not domiciled in or located within the United States.

DATED effective as of the 2nd day of June, 2015.

SUNDANCE STRATEGIES, INC

By: /s/ Randall Pearson______

     A Duly Authorized Officer

     It's President

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