Del Mar Financial S.à r.l. as Seller and Sundance Strategies, INC. as Buyer

5 June 2013

Del Mar Financial S.à ▇.▇.

as Seller

and

Sundance Strategies, INC.

as Buyer

Asset Transfer Agreement

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THIS ASSET TRANSFER AGREEMENT (the “Agreement”) is made on the 5^th day of June, 2013 (the “Effective Date”):

BETWEEN

Del Mar Financial S.à.▇.▇., 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 ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the “Seller”);

and

Sundance Strategies, Inc., a corporation incorporated under the laws of the State of Utah, USA, having its registered office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ (the “Buyer”);

IN THE PRESENCE OF

PCH FINANCIAL S.à.▇.▇., 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 ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (“PCH”)

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

WHEREAS

(A)

The Seller holds an aggregate of  participating debt certificates with a nominal value of one US dollar (US $1.00) issued by the companies listed on Exhibit A-1 (the “Existing PDCs”), representing a total issue of Existing PDCs having an aggregate par value of US $ as set forth in Exhibit A-1; and

(B)

The Seller holds Class A Notes and Class B Notes issued by Hyperion Life Assets Limited as set forth in Exhibit A-2 (the “Salt Creek Bonds”); and

(C)

The Existing PDCs represent the net insurance benefits from a portfolio of life settlement policies as set forth in Exhibit B; and

(D)

The Seller has pledged the Existing PDCs, the Salt Creek Bonds and other assets to PCH Financial, S.a.r.l. (“PCH”); and

(E)

The Seller is concurrently herewith entering into a Loan Repayment & Asset Transfer Agreement with PCH (the “PCH Agreement”) whereby Seller will pay off its indebtedness to PCH, obtain a release of all PCH’s liens and acquire certain assets from PCH including certain of the assets listed on Exhibit A-1; and

(F)

As part of the PCH Agreement, Seller will acquire from PCH that certain Promissory Note issued by Company to Seller in connection with that certain NIB Transfer Agreement dated March 11, 2013 (the “Sundance Note”); and

(G)

In accordance with the terms hereof, the Buyer is willing to buy, and the Seller is willing to sell, the Existing PDCs; provided that they are converted into Qualified NIBs (defined below) on an exclusive basis; and

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(H)

In accordance with the terms hereof, the Buyer is willing to buy, and the Seller is willing to sell, the Salt Creek Bonds and the Sundance Note; and

(I)

In accordance with the terms hereof, the Buyer is willing to buy, and the Seller is willing to sell, additional Qualified NIBs related to life insurance policies with a minimum face amount of $400,000,000.00, on an exclusive basis; and

(J)

Buyer is willing to make certain payments hereunder directly to PCH in exchange for releases of PCH’s liens against the assets of Seller.

(K)

The Buyer shall be advancing more than a pro rata portion of the Cash Payment (defined below), and the Seller and the Buyer agree that it is not possible to value the potential damages that the Buyer may suffer as a result of the Seller’s inability to satisfy its obligations to the Buyer hereunder, and specifically, those in Section 6 hereof, among others, and accordingly, the Seller and the Buyer agree that for all purposes hereof, the Buyer shall be damaged in an amount equal to 100% of any cash advances made under this Agreement, as liquidated damages (the “Liquidated Damages Settlement”).

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

“NIBs” are the net insurance benefits paid in connection with the Existing PDCs or other PDCs created by the Seller after the date hereof.

1.4

“Qualified NIBs” are NIBs that generally meet the following list of criteria:

a)

The internal rate of return for the NIBs is approximately 23%, as reasonably calculated by the Buyer.

b)

The average age of the Insureds underlying the NIBs is approximately 81.

c)

The life settlement policies underlying the NIBs (the “Policies”) shall have Buyer acceptable financing to cover at least five years of premium payments by an institution approved by the Buyer, such approval not to be unreasonably withheld.

d)

The NIBs are covered by mortality protection insurance coverage issued by a carrier approved by the Buyer, such approval not to be unreasonably withheld.

1.5

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.

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2.

Transfers

The Seller agrees to sell and transfer to the Buyer, who accepts, the Existing PDCs, the Salt Creek Bonds, the Sundance Note and additional Qualified NIBs related to Policies with a total face amount equal to at least $400,000,000.00 created from newly acquired NIBs for the Consideration, defined below (the “NIB Transfer”).

3.

Consideration & Payment

The total consideration for the transfer of the Existing PDCs, the Salt Creek Bonds, the Sundance Note and Qualified NIBs in connection with the NIB Transfer (the “Consideration”) shall be US $20,000,000.00, payable US $8,000,000 in cash (the “Cash Payment”) and with a promissory note in the amount of US $12,000,000 (the “Note Payment”) from Buyer as follows:

3.1

Up Front Payment.  The Buyer shall pay US $5,000,000.00 in cash, by wire transfer to PCH pursuant to the wire instructions set forth in Exhibit C-1 upon the satisfaction of the Initial Closing Conditions (defined below) and in accordance with the PCH Agreement; and

3.2

Expense Payment.  The Buyer shall send an amount equal to the expenses set forth on Exhibit D, as amended from time to time (the “Expenses”), by wire transfer to PCH pursuant to the wire instructions set forth in Exhibit C-1, upon the earlier of:

a)

the receipt by Buyer of any reimbursement received in connection with Expenses, up to the amount of any such reimbursement,

b)

the receipt of any proceeds related to the Existing PDCs, Salt Creek Bonds or Sundance Note (including death benefits, loan proceeds or sale proceeds), up to the amount of any outstanding Expenses,

c)

the receipt by the Buyer of confirmation that at least two of the Existing PDCs owned by Seller have been converted into Qualified NIBs by satisfaction of the Qualified NIBs Closing Conditions (defined below), up to the amount of any outstanding Expenses, or

d)

120 days following the Effective Date, up to the amount of any outstanding Expenses.

In the event that PCH pays any additional expenses after the Effective Date, so long as such additional expenses have been approved by Buyer, such amounts shall be included in the Expenses being paid in Section 3.1.  Email approval shall be sufficient for this purpose.

3.3

Final PCH Payment.  The Buyer shall pay US $1,000,000.00 in cash, by wire transfer to PCH pursuant to the wire instructions set forth in Exhibit C-1, upon the earlier of (i) 120 days following the Effective Date and (ii) the receipt by the Buyer of confirmation that at least two of the Existing PDCs owned by Seller have been converted into Qualified NIBs by satisfaction of the Qualified NIBs Closing Conditions (defined below).

3.4

Seller Payment.  After all payments have been made according to Section 3.1 through 3.3, upon the receipt by the Buyer of (i) confirmation that Existing PDCs owned by Seller have been converted into Qualified NIBs by satisfaction of the

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Qualified NIBs Closing Conditions (defined below) and (ii) additional Qualified NIBs have satisfied the Qualified NIBs Closing Conditions (defined below):

a)

Buyer shall send the balance of the Cash Payment, pro rata based on the Qualified NIBs being delivered until Qualified NIBs associated with Policies of at least $400,000,000 of face have been delivered, in cash by wire transfer for the benefit of Seller’s account pursuant to the wire instructions set forth in Exhibit C-2; and

b)

Buyer shall execute and deliver to Seller (A) a secured promissory note in the amount of 3% of the face amount of the Policies underlying the Qualified NIBs owned by Buyer in the form of Exhibit E (the “Promissory Note”) and (B) a pledge agreement in the form of Exhibit F (the “Pledge Agreement”), in which the Buyer pledges to the Seller the Qualified NIBs as collateral (the “Collateral”) to secure the Buyer’s obligations under the Promissory Note.  The Buyer shall increase the outstanding principal amount of the Promissory Note by an amount equal to 3% of the face amount of the Policies underlying the Qualified NIBs as they are delivered such that the total principal amount of the Promissory Note upon completion of the Transfers shall be $12,000,000.00.

3.5

After the full amount of the Consideration has been paid, Buyer shall deliver to Seller, any remaining assets received from Seller in excess of the Qualified NIB.

4.

Transfers and Pledge of DMF Assets

4.1

Use of Proceeds of Transferred Assets.  Pending completion of the Transfer, Buyer shall own and control the Existing PDCs, Salt Creek Bonds and Sundance Note, subject to any ongoing lien against such assets by PCH in the PCH  Agreement, and any proceeds payable related to such assets shall be owned by the Buyer.  Buyer hereby agrees to use all such proceeds as is necessary for (i) the payments to PCH described in Section 3.1 above, and (ii) the conversion of the Existing PDCs or other assets into Qualified NIBs.  Any excess amounts related to the Existing PDCs, after the completion of the Transfer, will be the property of the Buyer.  Any other excess amounts related to assets purchased by Buyer hereunder, shall be returned to Seller.

4.2

Pledge Agreement.  Pending completion of the Transfer, Buyer shall be advancing more than a pro rata portion of the Cash Payment.  To secure its payment, Buyer shall have a lien on all of the assets of Seller, in the amount of the Liquidated Damages Settlement, including those assets listed on Exhibit G (the “Seller Pledged Assets”), pursuant to a pledge agreement in the form of Exhibit H (the “Seller Pledge Agreement”); provided that the Seller Pledge Agreement shall be subordinate to the prior lien on such assets held by PCH Financial, S.a.r.l. (“PCH”), pending repayment of amounts due PCH thereunder as outlined in the PCH Agreement.  In the event Seller does not complete the Transfer by December 31, 2013, subject to any rights of PCH, Buyer shall be entitled to foreclose such assets of Seller in accordance with the Seller Pledge Agreement, to recover the Liquidated Damages Settlement, together with reasonable attorney’s fees and costs of court.

4.3

PCH Pledge Agreement.  Pending payment of amounts due to PCH under Sections 3.1 through 3.3, above, Buyer shall pledge the Existing PDCs and Salt Creek Bonds to PCH, pursuant to a pledge agreement in the form of Exhibit I (the “PCH Pledge Agreement”).

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4.4

Use of Proceeds of Pledged Assets.  Pending completion of the Transfer, all proceeds generated by the Seller Pledged Assets, shall be allocated (a) first, to repay any amounts due to PCH, (b) second, to create Qualified NIBs, and (c) third, to Seller.

5.

Initial Closing Conditions

5.1

Seller Pledge Agreement.  The Seller shall deliver to Buyer the Seller Pledge Agreement.

5.2

PCH Pledge Agreement.  The Buyer shall deliver to PCH the PCH Pledge Agreement.

5.3

NIB Registration.  The Seller and Buyer shall execute and deliver a NIBs Transfer Agreement in the form set forth in Exhibit L.The NIB issuer identified on Exhibit A-1 shall register the Buyer as holder of the Existing PDCs 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.

5.4

Bond Transfers.  Buyer and Seller shall enter into an Assignment Agreement in the form attached hereto as Exhibit J, whereby Seller shall transfer the Salt Creek Bonds to Buyer.

5.5

Sundance Note Transfer.  The Seller shall deliver to the Buyer, the Sundance 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 ▇▇▇▇ of Sale in the form attached hereto in Exhibit K.

6.

Qualified NIBs Closing Conditions.  Prior to the payment of any consideration for any NIBs (other than as specifically set forth above related to the Transfer), they must meet the closing conditions set forth below (the “Qualified NIBs Closing Conditions”).

6.1

The NIBs must generally meet the definition of Qualified NIBs set forth in Section 1.4 above.

6.2

A proposal for the conversion or creation of the Qualifed NIBs must be submitted to Buyer prior to Buyer having any liability related to the purchase of such Qualified NIBs.  The proposal shall include a detailed description of the Qualified NIBs, expenses related to the conversion or creation of such Qualified NIBs, ongoing expense projections, MPIC offers, financing terms, and other relevant information reasonably requested by Buyer.  In the event the proposal is approved by Buyer, assuming the Seller is able to convert or create the Qualified NIBs in accordance

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with such plan, Buyer shall be obligated to purchase such Qualified NIBs on the terms set forth herein.  

6.3

The Seller and Buyer shall execute and deliver a NIBs Transfer Agreement in the form set forth in Exhibit L.

6.4

The Qualified NIBs shall be registered to Buyer as set forth in the NIBs Transfer Agreement.

7.

Representations and Warranties

7.1

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 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;

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 Promissory Note (“Set-Off”).  Such election to set-off costs associated with curing Seller’s Violation shall not be construed as a waiver of any other rights Seller may have with respect to Seller’s Violation, including but not limited to a claim for damages.  Notwithstanding this paragraph, Seller hereby reserves the right to exercise all available remedies with respect to Seller’s Violation.

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 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.

19.

Headings

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

20.

Counterparts

This Agreement may be executed by the parties in separate counterparts, each of which when so executed shall be deemed to be an original and both of which when taken together shall constitute one and the same agreement.

(Signature Page follows)

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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

Del Mar Financial S.à ▇.▇.

/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇

By: ▇▇▇▇ ▇▇▇▇▇▇▇▇

Title: Manager

THE BUYER

Sundance Strategies, Inc.

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Title: President

Acknowledged by:

PCH Financial S.à ▇.▇.

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇

By: ▇▇▇▇▇▇ ▇▇▇▇▇▇

Title: Manager

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: Manager

Pursuant to that certain Asset Transfer Agreement of the same date herewith (the “Transfer Agreement”), which definitions, terms and conditions contained therein are hereby incorporated by reference, the undersigned, SUNDANCE STRATEGIES, INC., a corporation incorporated under the laws of the State of Utah, USA, having its registered office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ (“Debtor”), hereby promises to pay to the order of DEL MAR FINANCIAL S.à ▇. ▇., 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 ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (“Creditor”), the initial principal sum of ___________________ and no/100 Dollars ($______________), together with additional principal amounts and interest thereon as hereinafter provided (the “Debt Obligation”).

1.

RATES OF INTEREST

The principal balance of the Debt Obligation will bear interest, compounded annually at the rate of 4.0% per annum.

2.

INCREASES TO PRINCIPAL AMOUNT

The principal amount of this Note may be increased from time to time as provided in the Transfer Agreement; provided that the principal amount of this Note shall not in any event exceed _________________.  The effective date of this Note for purposes of calculating the Maturity Date of this Note shall be the date of the last increase to the principal amount (the “Effective Date”).

3.

MATURITY DATE

Notwithstanding anything set forth above, all sums due under this Note, both principal and interest, if not sooner paid, shall be due and payable no later than 6am Luxembourg time on the date that is two (2) years following the Effective Date hereof (the “Maturity Date”).

4.

APPLICATION OF PAYMENTS

Payments received by Creditor pursuant to the terms hereof shall be applied first to accrued interest and then to principal; provided that during any Event of Default (as defined in Section 7 below), Creditor may apply any payments received to the obligations owing to Creditor in such order and manner as Creditor in its sole discretion shall determine.

5.

PREPAYMENT

Except as provided herein, the principal amount of the Debt Obligation may be prepaid in whole or in part at any time without premium or penalty.

6.

SECURITY

This Note is secured by a Pledge Agreement of even date herewith (the “Pledge Agreement”), made by Debtor for the benefit of Creditor on 50% of certain assets acquired by Debtor pursuant to the NIBs Transfer Agreement. The terms of the Pledge Agreement are incorporated herein and made a part hereof by reference as if fully set forth herein.

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Page

7.

DEFAULT

The occurrence of any one or more of the following events shall constitute an “Event of Default” as such term is used herein:

a.

A default in the payment of any amount due under this Note on the due date therefor;

b.

Failure of Debtor to comply with or to perform when due any other term, obligation, covenant or condition contained in this Note or in any of the other agreements, instruments and documents entered into in connection with the Debt Obligation (together with this Note, as the same may from time to time hereafter be amended or supplemented, the “Debt Obligation Documents”);

c.

Any representation, warranty or statement made by Debtor or any other obligor, guarantor, surety or third-party pledgor with respect to the Debt Obligation (each, an “Other Obligor”) in the Debt Obligation Documents or any other instrument now or hereafter evidencing, securing or in any manner relating to the Debt Obligation proves untrue in any material respect;

d.

A default by any Other Obligor under any of the Debt Obligation Documents;

e.

Debtor shall become insolvent or shall generally not pay its debts as they mature or shall apply for, shall consent to, or shall acquiesce in the appointment of a custodian, trustee or receiver of Debtor, or for a substantial part of the property thereof or, in the absence of such application, consent or acquiescence, a custodian, trustee or receiver shall be appointed for Debtor or for a substantial part of the property thereof and shall not be discharged within 60 days; or Debtor makes an assignment for the benefit of creditors;

f.

Any bankruptcy, reorganization, debt arrangement or other proceedings under any bankruptcy or insolvency law shall be instituted by or against Debtor, and, if instituted against Debtor, shall have been consented to or acquiesced in by Debtor, or shall remain undismissed for 60 days, or an order for relief shall have been entered against Debtor, or Debtor shall take any action to approve institution of, or acquiescence in, such a proceeding;

g.

Any of the events set forth in the foregoing subsections e. or f. shall occur with respect to any Other Obligor.

Upon the occurrence of an Event of Default, at the option of Creditor, the entire balance of principal together with all accrued interest thereon shall, without demand or notice, immediately become due and payable and so long as such Event of Default continues, the entire balance of principal together with all accrued interest shall bear interest at a Default Rate of 10% per annum. Upon the occurrence of an Event of Default, Creditor may exercise any and all rights and remedies it may have under the Debt Obligation Documents, and under applicable law and in equity.

8.

WAIVERS

Except as herein provided, Debtor and all others who may become liable for all or part of the principal balance hereof or for any obligations of Debtor to Creditor or the holder hereof (a) jointly and severally, forever waive presentment, protest and demand, notice of protest, demand and dishonor and non-payment of this Note, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note, (b) agree that the time of payment of the debt or any part thereof may be extended from time to time without modifying or releasing the lien of Security Agreement or any other Debt

19

Page

Obligation Document or the liability of Debtor or any other such parties, the right of recourse against Debtor and such parties being hereby reserved by Creditor; and (c) agree that time is of the essence. Debtor agrees to pay all costs of collection when incurred, whether suit be brought or not, including reasonable attorneys’ fees and costs of suit and preparation therefor, and to perform and comply with each of the covenants, conditions, provisions and agreements of the Debtor contained in this Note and the other Debt Obligation Documents and Security Agreements. It is expressly agreed by Debtor that no extensions of time for the payment of this Note, nor the failure on the part of Creditor to exercise any of its rights hereunder, shall operate to release, discharge, modify, change or affect the original liability under this Note or any of the other Debt Obligation Documents, either in whole or in part.

9.

COMPLIANCE

If any provision of this Note shall be illegal or unenforceable, such provision shall be deemed canceled to the same extent as though it never had appeared therein, but the remaining provisions shall not be affected thereby.

10.

NOTICES

Whenever Creditor or Debtor desires to give any notice to the other, it shall be sufficient for all purposes if such notice is personally delivered or sent by registered or certified mail, postage prepaid, addressed to the intended recipient at the address listed at the beginning of this Note for the Debtor, or such other address as hereafter specified in writing, and for the Creditor at the address listed at the beginning of this Note, or such other address as hereafter specified in writing.

11.

INTEREST NOT TO EXCEED MAXIMUM ALLOWED BY LAW

It is the intent of Debtor and Creditor in the execution of this Note and all other instruments securing this Note that the debt obligation evidenced hereby be exempt from the restrictions of the usury laws of the State of Utah and all other applicable law. In the event that, for any reason, it should be determined that the Utah (or any other state’s) usury law is applicable to the Debt Obligation, Creditor and Debtor stipulate and agree that none of the terms and provisions contained herein or in any of the other Debt Obligation Documents shall ever be construed to create a contract for the use, forbearance or detention of money requiring payment of interest at a rate in excess of the maximum interest rate permitted to be charged by applicable law. If from any circumstances whatsoever, by reason of acceleration or otherwise, the fulfillment of any provision of this Note or the other Debt Obligation Documents involves transcending the limit of validity prescribed by any applicable usury statute or any other applicable law, with regard to obligations of like character and amount, then the obligations to be fulfilled will be reduced to the limit of such validity as provided in such statute or law, so that in no event shall any exaction be possible under this Note in excess of the limit of such validity.

12.

CONSENT OF JURISDICTION

At the option of the Creditor, this Agreement may be enforced in any federal court or Utah State Court sitting in Salt Lake County, Utah; and the Debtor consents to the jurisdiction and venue of any such court and waives any argument that venue in such forums is not convenient. In the event the Debtor commences any action in another jurisdiction or venue arising directly or indirectly from the relationship created by this Note, the Creditor at its option shall be entitled to have the case transferred to one of the jurisdictions and venues above-described, or if such transfer cannot be accomplished under applicable law, to have such case dismissed without prejudice.

13.

APPLICABLE LAW AND WAIVER OF JURY TRIAL

THIS NOTE AND THE OTHER DEBT OBLIGATION DOCUMENTS (EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN ANY SUCH OTHER DEBT OBLIGATION

20

Page

DOCUMENTS) SHALL BE CONSTRUED AND ENFORCEABLE IN ACCORDANCE WITH, AND BE GOVERNED BY, THE LAWS OF THE STATE OF UTAH. WHENEVER POSSIBLE, EACH PROVISION OF THIS NOTE AND ANY OTHER STATEMENT, INSTRUMENT OR TRANSACTION CONTEMPLATED HEREBY OR RELATING HERETO, SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER SUCH APPLICABLE LAW, BUT, IF ANY PROVISION OF THIS NOTE OR ANY OTHER STATEMENT, INSTRUMENT OR TRANSACTION CONTEMPLATED HEREBY OR RELATING HERETO SHALL BE HELD TO BE PROHIBITED OR INVALID UNDER SUCH APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE ONLY TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS OF THIS AGREEMENT OR ANY OTHER STATEMENT, INSTRUMENT OR TRANSACTION CONTEMPLATED HEREBY OR RELATING HERETO. DEBTOR HEREBY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING TO THIS INSTRUMENT AND TO ANY OF THE DEBT OBLIGATION DOCUMENTS, THE OBLIGATIONS HEREUNDER OR THEREUNDER, ANY COLLATERAL SECURING THE OBLIGATIONS, OR ANY TRANSACTION ARISING THEREFROM OR CONNECTED THERETO. DEBTOR REPRESENTS TO CREDITOR THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.

14.

ATTORNEYS’ FEES

If this Note is not paid when due or if any Event of Default occurs, Debtor promises to pay all costs of enforcement and collection, including, without limitation, reasonable attorneys’ fees, whether or not any action or proceeding is brought to enforce the provisions hereof.

Signed effective as of the day and year first above written.

“Debtor”

SUNDANCE STRATEGIES, INC.

Signature:________________

Name:  ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Title:   President

21

Page

Exhibit F

SUNDANCE STRATEGIES, INC.

as Pledgor

and

DEL MAR Financial S.à ▇.▇.

as Pledgee

NIBs PLEDGE AGREEMENT

22

Page

BETWEEN

SUNDANCE STRATEGIES, INC., a corporation incorporated under the laws of the State of Utah, USA, having its registered office at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ (the “Pledgor”);

(2)

DEL MAR Financial S.à ▇.▇., 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 ▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the “Pledgee”); and

WHEREAS

A.

Pursuant to the Asset Transfer Agreement of even date herewith between the Parties (the “Transfer Agreement”), the Pledgee acting as creditor has agreed to provide the Pledgor acting as debtor a loan on the terms and subject to the conditions set forth in the secured promissory note (the “Promissory Note”) of the same date herewith.

B.

The Pledgor owns one hundred percent (100%) of the NIBs (as defined below) issued by each of the Companies.

C.

The Pledgor has agreed to pledge the Pledged Assets (as defined below) in accordance with the terms of this Agreement to secure its payment obligations under the Promissory Note.

“Pursuant to a pledge agreement (“Pledge Agreement”) dated [date], SUNDANCE STRATEGIES, INC. has pledged, all its rights, titles, interests and benefits, present and future, in, to and under fifty percent (50%) of its NIBs (as defined in the Pledge Agreement) in the company to the Pledgee (as defined in the Pledge Agreement), and all its rights, titles, interests and benefits, present and future, in and to all rights, moneys, powers and property whatsoever which may from time to time and at any time be distributed or derived from, or accrue on or arise in respect of or relate to said NIBs to the Pledgee.

[date]

[name & signature]”

24

it shall not accept any issue of new NIBs of any of the Companies unless previously accepted in writing by the Pledgee or, in case of creation of new NIBs, if the subscriber of the new NIBs, prior to the creation and subscription of such new NIBs, accepts to and actually pledges such new NIBs in favor of the Pledgee; and

This Agreement has been entered into on the day and year first before written.

THE PLEDGOR:  SUNDANCE STRATEGIES, INC.

______________________________

By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Title: President

THE PLEDGEE:  DEL MAR Financial S.à ▇.▇.

______________________________

By: ▇▇▇▇ ▇▇▇▇▇▇▇▇

Title: Manager

THIS COLLATERAL PLEDGE AGREEMENT (this “Agreement”) is made effective as of June 5, 2013, by DEL MAR FINANCIAL S.À ▇.▇., a société à responsabilité limitée, incorporated under the laws of Luxembourg (“Pledgor”), in favor of SUNDANCE STRATEGIES, INC. (the “Secured Party”).

RECITALS:

1.

Pledgor and Secured Party have entered into that certain Asset Transfer Agreement effective as of June 5, 2013 (the “ATA”).

2.

The ATA requires that Pledgor execute this Agreement as a condition of the ATA.

NOW, THEREFORE, in consideration of the premises, of the benefits which will inure to Pledgor, and of Ten Dollars and other good and valuable consideration, the receipt and sufficiency of all of which are hereby acknowledged, Pledgor hereby agrees with Secured Party as follows:

AGREEMENTS

 — Definitions and References

General Definitions.  As used herein, the terms “Agreement”, “Pledgor”, “Secured Party”, and “ATA” shall have the meanings indicated above, and the following terms shall have the following meanings:

“Collateral” means all property, of whatever type, which is described in Section 2.1 as being at any time subject to a security interest granted hereunder to Secured Party.

 “Event of Default” means the material failure or breach of any representation, warranty, covenant or event under the ATA.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

 “Regulatory Event” means (a) any investigation made by any governmental authority or agency for violation or breach of law by Pledgor that the Secured Party, in its sole discretion, determines is reasonably likely to result in a material adverse effect on (i) the validity or enforceability of the ATA, (ii) the rights and remedies of the Secured Party under this Agreement or the ATA, (iii) the timely payment of Pledgor's obligations hereunder or (iv) the value of the Collateral; or (b) a change in law or regulation in any applicable jurisdiction (including without limitation any change in the official interpretation or administration of any such law or regulation) as a result of which the continued performance by the Secured Party under the Obligation Documents is likely, in the Secured Party’s reasonable judgment, to become materially more burdensome to the Secured Party.

“Secured Obligations” shall have the meaning given to it in Section 2.2.

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Collateral Pledge Agreement  (1.20.12)

“UCC” means the Uniform Commercial Code in effect in the State of South Dakota on the date hereof.

Incorporation of Other Definitions.  All terms used in this Agreement which are defined in the UCC and not otherwise defined herein shall have the same meanings herein as set forth therein, except where the context otherwise requires.

Attachments.  All exhibits or schedules which may be attached to this Agreement are a part hereof for all purposes.

Amendment of Defined Instruments.  Unless the context otherwise requires or unless otherwise provided herein, references in this Agreement to a particular agreement, instrument or document (including, but not limited to, references in Section 2.1) also refer to and include all renewals, extensions, amendments, modifications, supplements or restatements of any such agreement, instrument or document, provided that nothing contained in this Section shall be construed to authorize any Person to execute or enter into any such renewal, extension, amendment, modification, supplement or restatement.

References and Titles.  All references in this Agreement to Exhibits, Articles, Sections, subsections, and other subdivisions refer to the Exhibits, Articles, Sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise.  Titles appearing at the beginning of any subdivision are for convenience only and do not constitute any part of any such subdivision and shall be disregarded in construing the language contained in this Agreement.  The words “this Agreement”, “herein”, “hereof”, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.  The phrases “this Section” and “this subsection” and similar phrases refer only to the Sections or subsections hereof in which the phrase occurs.  The word “or” is not exclusive, and the word “including” (in all of its forms) means “including without limitation”.  Pronouns in masculine, feminine and neuter gender shall be construed to include any other gender, and words in the singular form shall be construed to include the plural and vice versa unless the context otherwise requires.

 — Security Interest

Grant of Security Interest.  As collateral security for all of the Secured Obligations, Pledgor hereby pledges and assigns to Secured Party and grants to Secured Party a continuing security interest in and lien on, all personal property of Pledgor, tangible and intangible, whether now or hereafter existing, including without limitation all right, title and interest of the Pledgor in and to (a) all general intangibles; (b) any life insurance policy, related documents and security and the death benefit payable thereunder; (c) all deposit accounts; (d) all investment property; (e) all accounts, chattel paper (whether tangible or electronic), documents of title, equipment, goods and instruments; and (f) all proceeds and products of any and all of the foregoing, in each case whether Pledgor’s ownership or other rights therein are presently held or hereafter acquired and however Pledgor's interests therein may arise or appear (whether by ownership, security interest, claim or otherwise).

Obligations Secured.  The security interest created hereby in the Collateral constitutes continuing collateral security for all of the following obligations, indebtedness and liabilities, whether now existing or hereafter incurred or arising:

a)

ATA Obligation.  The due performance by Pledgor, as and when due, of all obligations under the ATA from time to time owing by Pledgor.

b)

Renewals.  All renewals, extensions, amendments, modifications, supplements, or restatements of or substitutions for the foregoing.

c)

Maximum Liability.  The maximum liability of Pledgor under this Agreement shall be all amounts actually paid by Secured Party under the ATA, including expenses

34

Collateral Pledge Agreement  (1.20.12)

reasonably related to Secured Party’s execution of the ATA, less the liquidation value of the assets received by Secured Party in connection with the ATA.

As used herein, the term “Secured Obligations” refers to all present and future indebtedness, obligations and liabilities of whatever type which are described above in this section, including any interest which accrues after the commencement of any case, proceeding, or other action relating to the bankruptcy, insolvency, or reorganization of Pledgor.

 — Representations, Warranties and Covenants

Representations and Warranties.  Pledgor hereby represents and warrants to Secured Party as follows as of the date hereof and as of each date on which any part of the Secured Obligations remains outstanding:

d)

Existence, Authorization, Execution, and Enforceability.

(i)

Pledgor has been duly formed and is validly existing under Luxembourg law and a true, correct, and complete copy of the instrument creating Pledgor, together with a true, correct, and complete copy of any amendments thereto has been delivered to the Secured Party.

(ii)

The Pledgor has full power, authority and legal right to assign, transfer and set over to Secured Party, and grant to Secured Party a security interest in the Collateral, free and clear of any lien, adverse claim, or encumbrance and to execute, deliver and perform its obligations under this Agreement and the ATA.

(iv)

The Pledgor has duly taken all action necessary (A) to authorize the execution and delivery by the Pledgor of this Agreement and the ATA, each of which constitutes the legal, valid and binding obligation of Pledgor, and (B) to authorize the consummation of the transactions contemplated thereby and the performance of Pledgor’s obligations thereunder.

e)

No Conflicts or Consents.  Neither the ownership or the intended use of the Collateral by Pledgor, nor the grant of the security interest by Pledgor to the Secured Party herein, nor the exercise by a Secured Party of its rights or remedies hereunder, will (i) conflict with any provision of (a) any domestic or foreign law, statute, rule or regulation, (b) the governing documents of Pledgor, or (c) any agreement, judgment, license, order or permit applicable to or binding upon Pledgor, or (ii) result in or require the creation of any lien, charge or encumbrance upon any assets or properties of Pledgor (other than the security interest granted to the Secured Party hereby).  Except as expressly contemplated in this Agreement or the ATA, no consent, approval, authorization or order of, and no notice to or filing with any court, governmental authority or third party is required in connection with the grant by Pledgor of the security interest herein, or the exercise by the Secured Party of their rights and remedies hereunder.

f)

Security Interest.  Pledgor has and will have at all times full right, power and authority to grant a security interest in the Collateral to the Secured Party as provided herein, free and clear of any lien, adverse claim, security interest, option, right of first refusal, encumbrance or other right.  This Agreement creates a valid and binding security interest in favor of Secured

35

Collateral Pledge Agreement  (1.20.12)

Party in the Collateral, which security interest secures all of the Secured Obligations and which is prior to any other security interest.

g)

Perfection. The taking possession by Secured Party of all certificates, instruments and cash constituting Collateral from time to time and the filing of financing statements or collateral assignments with the issuers of any life insurance policies will perfect, and establish the priority of, Secured Party's security interest hereunder in the Collateral securing the Secured Obligations.  No further or subsequent filing, recording, registration, other public notice or other action is necessary or desirable to perfect or otherwise continue, preserve or protect such security interest except (i) for continuation statements described in the UCC, (ii) for filings required to be filed in the event of a change in the name or identity of Pledgor, or (iii) in the event any financing statement filed by Secured Party relating hereto otherwise becomes inaccurate or incomplete.

h)

Collateral.  Pledgor has taken or concurrently herewith is taking all actions necessary to perfect Secured Party’ security interest in the Collateral.  Pledgor is the sole legal and beneficial owner of all Collateral.  Neither the making of this Agreement nor the exercise of any rights or remedies of a Secured Party hereunder will cause a default under any Pledgor agreement or otherwise adversely affect or diminish any of the Collateral.

(f)

Regulatory Events.  No Regulatory Event has occurred and is continuing.

Covenants.  Unless Secured Party shall otherwise consent in writing, Pledgor will at all times comply with the covenants contained in this Section 3.2 so long as any part of the Secured Obligations is outstanding.

i)

Collateral.  Pledgor will promptly inform Secured Party of the occurrence of any default on the part of the Pledgor under the ATA and/or the occurrence of any adverse effect or diminution with respect to the Collateral.

j)

Proceeds.  If Pledgor shall receive any distributions payable in cash (except distributions permitted to be retained by Pledgor pursuant to Section 4.7 hereof) or in securities or other property, Pledgor shall receive the same in trust for the benefit of the Secured Party, shall segregate it from Pledgor's other property, and shall promptly deliver it to Secured Party in the exact form received, with any necessary endorsement or instruments of transfer duly executed in blank, to be held by Secured Party as Collateral.

k)

Diminution of Collateral.  Pledgor will not adjust, settle, compromise, amend or modify the Collateral.  Pledgor will not enter into any agreement (other than the ATA and this Agreement) creating, or otherwise permit to exist, any restriction or condition upon the transfer or use of the Collateral.

(e)

Indebtedness.  Pledgor shall not incur any indebtedness for borrowed money or any obligation evidenced by a note, loan agreement or similar instrument, without the prior written consent of the Secured Party.

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Collateral Pledge Agreement  (1.20.12)

 — Remedies, Powers and Authorizations

Provisions Concerning the Collateral.

l)

Additional Filings.  Pledgor hereby authorizes Secured Party to file, without the signature of Pledgor where permitted by law, one or more financing or continuation statements, and amendments thereto, covering or otherwise relating to the Collateral.  Pledgor further agrees that a carbon, photographic or other reproduction of this Agreement or of any financing statement describing any Collateral is sufficient as a financing statement and may be filed in any jurisdiction by Secured Party.

m)

Agents, Powers of Attorney.

Pledgor Power of Attorney.  Pledgor hereby irrevocably appoints Secured Party as Pledgor's attorney-in-fact and proxy, with full authority in the place and stead of Pledgor and in the name of Pledgor or otherwise, from time to time in Secured Party's discretion, to take any action, and to execute or indorse any instrument, certificate or notice, which Secured Party may deem necessary or advisable to accomplish the purposes of this Agreement including any action or instrument:  (i) to ask, demand, collect, ▇▇▇ for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect of any of the Collateral; (ii) to receive, indorse and collect any drafts or other instruments or documents; (iii) to enforce any obligations included among the Collateral; and (iv) to file any claims or take any action or institute any proceedings which Secured Party may deem necessary or desirable for the collection of any of the Collateral or otherwise to enforce, perfect, or establish the priority of the rights of the Secured Party with respect to any of the Collateral.  Pledgor hereby acknowledges that such power of attorney and proxy are coupled with an interest, and are irrevocable.

n)

Performance by Secured Party.  If Pledgor fails to perform any agreement or obligation contained herein, the Secured Party may itself perform, or cause performance of, such agreement or obligation, and the expenses of the Secured Party incurred in connection therewith shall be payable by Pledgor under Section 4.4.

o)

Collection Rights.  Secured Party shall have the right at any time, upon the occurrence and during the continuance of an Event of Default, to notify (or require Pledgor to notify) any or all Persons obligated to make payments which are included among the Collateral (whether accounts, general intangibles, distributions, or otherwise) of the assignment thereof to the Secured Party under this Agreement and to direct such obligors to make payment of all amounts due or to become due to Pledgor thereunder directly to the Secured Party and, upon such notification and at the expense of Pledgor and to the extent permitted by law, to enforce

37

Collateral Pledge Agreement  (1.20.12)

collection thereof and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Pledgor could have done.  After Pledgor receives notice that the Secured Party have given (and after Secured Party has required Pledgor to give) any notice referred to above in this subsection:

all amounts and proceeds (including instruments and writings) received by Pledgor in respect of such distributions, accounts, or general intangibles shall be received in trust for the benefit of the Secured Party hereunder, shall be segregated from other funds of Pledgor and shall be forthwith paid over to the Secured Party in the same form as so received (with any necessary indorsement) to be, at Secured Party's discretion, either (A) held as cash collateral and released to Pledgor upon the remedy of all Events of Default or (B) if any Event of Default shall have occurred and be continuing, applied as specified in Section 4.3, and

Pledgor will not adjust, settle or compromise the amount or payment of any such account or general intangible or release wholly or partly any account debtor or obligor thereof or allow any credit or discount thereon.

Event of Default Remedies.  If an Event of Default shall have occurred and be continuing, the Secured Party may from time to time in their discretion, without limitation and without notice except as expressly provided below:

p)

exercise in respect of the Collateral, in addition to any other rights and remedies provided for herein, under the other Obligation Documents or otherwise available to it, all the rights and remedies of a secured party on default under the UCC (whether or not the UCC applies to the affected Collateral);

q)

require Pledgor to, and Pledgor hereby agrees that it will at its expense and upon request of Secured Party, promptly assemble all books, records and information of Pledgor relating to the Collateral at a place to be designated by the Secured Party which is reasonably convenient to both parties;

r)

reduce its claim to judgment or foreclose or otherwise enforce, in whole or in part, the security interest created hereby by any available judicial procedure;

s)

dispose of, at its office, on the premises of Pledgor or elsewhere, all or any part of the Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Secured Party’ power of sale, but sales may be made from time to time, and at any time, until all of the Collateral has been sold or until the Secured Obligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;

t)

buy the Collateral, or any part thereof, at any public sale;

38

Collateral Pledge Agreement  (1.20.12)

u)

buy the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations;

v)

apply by appropriate judicial proceedings for appointment of a receiver for the Collateral, or any part thereof, and Pledgor hereby consents to any such appointment; and

w)

at its discretion, retain the Collateral in satisfaction of the Secured Obligations whenever the circumstances are such that the Secured Party are entitled to do so under the UCC or otherwise (provided that Secured Party shall in no circumstances be deemed to have retained the Collateral in satisfaction of the Secured Obligations in the absence of an express notice by Secured Party to Pledgor that Secured Party have either done so or intend to do so).

Pledgor agrees that, to the extent notice of sale shall be required by law, at least ten (10) days' notice to Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification.  The Secured Party shall not be obligated to make any sale of Collateral regardless of notice of sale having been given.  The Secured Party may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

Application of Proceeds.  If any Event of Default shall have occurred and be continuing, the Secured Party may in their discretion apply any cash held by Secured Party as Collateral, and any cash proceeds received by Secured Party in respect of any sale of, collection from, or other realization upon all or any part of the Collateral, to any or all of the following in such order as the Secured Party may elect:

x)

To the repayment of all costs and expenses, including reasonable attorneys' fees and legal expenses, incurred by Secured Party in connection with (i) the administration of this Agreement, (ii) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral, (iii) the exercise or enforcement of any of the rights of Secured Party hereunder, or (iv) the failure of Pledgor to perform or observe any of the provisions hereof;

y)

To the payment or other satisfaction of any liens, encumbrances, or adverse claims upon or against any of the Collateral;

z)

To the reimbursement of a Secured Party for the amount of any obligations of Pledgor or any Other Liable Party paid or discharged by such Secured Party pursuant to the provisions of this Agreement or the other Obligation Documents, and of any expenses of  a Secured Party payable by Pledgor hereunder or under the other Obligation Documents;

aa)

To the satisfaction of any other Secured Obligations;

bb)

By holding the same as Collateral;

cc)

To the payment of any other amounts required by applicable law (including any provision of the UCC); and

39

Collateral Pledge Agreement  (1.20.12)

dd)

By delivery to Pledgor or to whomever shall be lawfully entitled to receive the same or as a court of competent jurisdiction shall direct.

Indemnity and Expenses.  In addition to, but not in qualification or limitation of, any similar obligations under other Obligation Documents:

ee)

Pledgor will indemnify the Secured Party from and against any and all claims, losses and liabilities growing out of or resulting from this Agreement (including enforcement of this Agreement), WHETHER OR NOT SUCH CLAIMS, LOSSES AND LIABILITIES ARE IN ANY WAY OR TO ANY EXTENT OWED, IN WHOLE OR IN PART, UNDER ANY CLAIM OR THEORY OF STRICT LIABILITY OR ARE CAUSED BY OR ARISE OUT OF SUCH INDEMNIFIED PARTY'S OWN NEGLIGENCE, except to the extent such claims, losses or liabilities are proximately caused by such indemnified party's individual gross negligence or willful misconduct.

ff)

Pledgor will upon demand pay to the Secured Party the amount of any and all costs and expenses, including the fees and disbursements of the Secured Party’ counsel and of any experts and agents, which a Secured Party may incur in connection with (i) the transactions which give rise to this Agreement, (ii) the preparation of this Agreement and the perfection and preservation of this security interest created under this Agreement, (iii) the administration of this Agreement; (iv) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any Collateral; (v) the exercise or enforcement of any of the rights of any Secured Party hereunder; or (vi) the failure by Pledgor to perform or observe any of the provisions hereof, except expenses resulting from a Secured Party's gross negligence or willful misconduct.

Non-Judicial Remedies.  In granting to a Secured Party the power to enforce its rights hereunder without prior judicial process or judicial hearing, Pledgor expressly waives, renounces and knowingly relinquishes any legal right which might otherwise require a Secured Party to enforce its rights by judicial process.  In so providing for non-judicial remedies, Pledgor recognizes and concedes that such remedies are consistent with the usage of trade, are responsive to commercial necessity, and are the result of a bargain at arm's length.  Nothing herein is intended, however, to prevent a Secured Party from resorting to judicial process at its option.

Other Recourse.  Pledgor waives any right to require the Secured Party to proceed against any other Person, to exhaust any Collateral or other security for the Secured Obligations, or to have any Other Liable Party joined with Pledgor in any suit arising out of the Secured Obligations or this Agreement, or pursue any other remedy in a Secured Party's power.  Pledgor further waives any and all notice of acceptance of this Agreement and of the creation, modification, rearrangement, renewal or extension for any period of any of the Secured Obligations of any Other Liable Party from time to time.  Pledgor further waives any defense arising by reason of any disability or other defense of any Other Liable Party or by reason of the cessation from any cause whatsoever of the liability of any Other Liable Party.  This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased and irrespective of the validity or enforceability of any other Obligation Document to which Pledgor or any Other Liable Party may be a party, and notwithstanding any death, incapacity, reorganization, or bankruptcy of any Other Liable Party or any other event or proceeding affecting any Other Liable Party.  Until all of the Secured Obligations shall have been paid in full, Pledgor shall have no right to subrogation and Pledgor waives the right to enforce any remedy which the Secured Party have or may hereafter have against any Other Liable Party, and waives any benefit of and any right to participate in any other security whatsoever now or hereafter held by the Secured Party.  Pledgor authorizes the Secured Party, without notice or demand, without any reservation of rights against Pledgor, and without in any way affecting Pledgor's liability hereunder or on the Secured Obligations, from time to time to (a) take or hold any other property of any type from any other Person as security for the Secured Obligations, and exchange, enforce, waive

40

Collateral Pledge Agreement  (1.20.12)

and release any or all of such other property, (b) apply the Collateral or such other property and direct the order or manner of sale thereof as Secured Party may in its discretion determine, (c) renew, extend for any period, accelerate, modify, compromise, settle or release any of the obligations of any Other Liable Party in respect to any or all of the Secured Obligations or other security for the Secured Obligations, (d) waive, enforce, modify, amend, restate, or supplement any of the provisions of any Obligation Document with any Person other than Pledgor, and (e) release or substitute any Other Liable Party.

Exercise of Rights Pertaining To Collateral.

gg)

So long as no Event of Default shall have occurred and be continuing:

Pledgor may exercise any and all rights for any purpose not inconsistent with the terms of this Agreement or the ATA; provided, however, that Pledgor will not exercise or refrain from exercising any such right, as the case may be, if a Secured Party gives it notice that, in such Secured Party's judgment, such action would have a material adverse effect on the value of the Collateral or the benefits to a Secured Party of its security interest hereunder; and

Any and all payments in respect of the Collateral shall be, and shall forthwith be delivered to the Secured Party to hold as, Collateral and shall, if received by Pledgor, be received in trust for the benefit of the Secured Party, be segregated from the other property or funds of Pledgor, and be forthwith delivered to the Secured Party in the exact form received with any necessary indorsement or necessary indorsements or instruments of transfer duly executed in blank, to be held by the Secured Party as Collateral.

hh)

Upon the occurrence and during the continuance of an Event of Default:

Pledgor may not, without the express consent of the Secured Party, exercise any rights with respect to the Collateral which it would otherwise be entitled to exercise pursuant to subsection (a)(i) of this section;

all rights of Pledgor to receive and retain any distributions of profits or other payments of any kind which Pledgor would otherwise be authorized to receive and retain pursuant to subsection (a)(ii) of this section shall automatically cease, and all such rights shall thereupon become vested in the Secured Party which shall thereupon have the sole right to receive and hold as Collateral all such distributions and payments;

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Collateral Pledge Agreement  (1.20.12)

all distributions of profits and other payments of any kind which are received by Pledgor contrary to the provisions of subsection (b)(ii) of this section shall be received in trust for the benefit of the Secured Party, shall be segregated from other funds of Pledgor, and shall be forthwith paid over to Secured Party in the exact form received, to be held by the Secured Party as Collateral.

Private Sale of Collateral.  Pledgor recognizes that it may be impracticable to effect a public sale of all or any part of the Collateral and that Secured Party may, therefore, determine to make one or more private sales of the Collateral to a restricted group of purchasers.  Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the seller than the prices and other terms which might have been obtained at a public sale and, notwithstanding the foregoing, agrees that such private sales shall be deemed to have been made in a commercially reasonable manner and that Secured Party shall have no obligation to delay sale of the Collateral for the period of time necessary to permit their registration for public sale under the Securities Act of 1933, as amended (the “Securities Act”), to the extent, if any, that it is applicable thereto.  Pledgor further acknowledges and agrees that any offer to sell the Collateral which has been (a) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of Orange County, California (to the extent that such an offer may be so advertised without prior registration under the Securities Act), or (b) made privately in the manner described above to not fewer than fifteen (15) bona fide offerees shall be deemed to involve a “public sale” for the purposes of Section 409.504(4)(a) of the UCC (or any successor or similar, applicable statutory provision), notwithstanding that such sale may not constitute a “public offering” under the Securities Act, and that Secured Party may, in such event, bid for the purchase of such Collateral.

 — Miscellaneous

Notices.  Any notice or communication required or permitted hereunder shall be given in writing, sent by (a) personal delivery, (b) expedited delivery service with proof of delivery, (c) registered or certified United States mail, postage prepaid, or (d) telegram or facsimile addressed to the appropriate party as follows:

To Pledgor:

Del Mar Financial S.A.R.L.

▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇

Phone: ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇

Facsimile: ▇▇▇▇ ▇▇ ▇▇ ▇▇ ▇▇

To Secured Party:

Sundance Strategies, Inc.

▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇

▇▇▇▇▇ ▇▇▇

▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇

or to such other address or to the attention of such other individual as hereafter shall be designated in writing by the applicable party sent in accordance herewith.  Any such notice or communication shall be deemed to have been given either at the time of personal delivery or, in the case of delivery service or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of telegram, telex or facsimile, upon receipt.

42

Collateral Pledge Agreement  (1.20.12)

Amendments.  No amendment of any provision of this Agreement shall be effective unless it is in writing and signed by Pledgor and Secured Party, and no waiver of any provision of this Agreement, and no consent to any departure by Pledgor therefrom, shall be effective unless it is in writing and signed by Secured Party, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given and to the extent specified in such writing.  

Preservation of Rights.  No failure on the part of the Secured Pariesy to exercise, and no delay in exercising, any right hereunder or under any other Obligation Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.  Neither the execution nor the delivery of this Agreement shall in any manner impair or affect any other security for the Secured Obligations.  The rights and remedies of the Secured Party provided herein and in the ATA are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law.  The rights of the Secured Party are not conditional or contingent on any attempt by the Secured Party to exercise any of its rights under any document against such party or against any other Person.

Unenforceability.  Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or invalidity without invalidating the remaining portions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Survival of Agreements.  All representations and warranties of Pledgor herein, and all covenants and agreements herein shall survive the execution and delivery of this Agreement, the execution and delivery of the ATA.

Other Liable Party.  Neither this Agreement nor the exercise by the Secured Party or the failure of the Secured Party to exercise any right, power or remedy conferred herein or by law shall be construed as relieving any Other Liable Party from liability on the Secured Obligations or any deficiency thereon.  This Agreement shall continue irrespective of the fact that the liability of any Other Liable Party may have ceased or irrespective of the validity or enforceability of any other Obligation Document to which Pledgor or any Other Liable Party may be a party, and notwithstanding the reorganization, death, incapacity or bankruptcy of any Other Liable Party, and notwithstanding the reorganization or bankruptcy or other event or proceeding affecting any Other Liable Party.

Binding Effect and Assignment.  This Agreement creates a continuing security interest in the Collateral and (a) shall be binding on Pledgor and its successors and permitted assigns and (b) shall inure, together with all rights and remedies of the Secured Party hereunder, to the benefit of the Secured Party and its respective successors, transferees and assigns.  Without limiting the generality of the foregoing, the Secured Party may pledge, assign or otherwise transfer any or all of its rights under any or all of the Obligation Documents to any other Person, and such other Person shall thereupon become vested with all of the benefits in respect thereof granted to the Secured Party, herein or otherwise.  None of the rights or duties of Pledgor hereunder may be assigned or otherwise transferred without the prior written consent of the Secured Party.

Termination.  Upon the satisfaction in full of the Secured Obligations, then upon written request for the termination hereof delivered by Pledgor to the Secured Party this Agreement and the security interest created hereby shall terminate and all rights to the Collateral shall revert to Pledgor.  the Secured Party will, upon Pledgor's request and at Pledgor's expense, (a) return to Pledgor such of the Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms hereof; and (b) execute and deliver to Pledgor such documents as Pledgor shall reasonably request to evidence such termination.

Governing Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York except to the extent that the perfection and the effect of perfection or non-perfection of the security interest created hereunder, in respect of any particular Collateral, are governed by the laws of a jurisdiction other than such State.

Final Agreement.  This written Agreement and the other Obligation Documents represent the final agreement between the parties hereto and may not be contradicted by evidence of prior, contemporaneous, or

43

Collateral Pledge Agreement  (1.20.12)

subsequent oral agreements of the parties hereto.  There are no unwritten oral agreements between the parties hereto.

Counterparts.  This Agreement may be separately executed in any number of counterparts, all of which when so executed shall be deemed to constitute one and the same Agreement.

 [Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the undersigned has caused this Agreement to be executed and delivered this Agreement by its officer thereunto duly authorized, as of the date first above written.

DEL MAR FINANCIAL S.À ▇.▇.

By:  /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇

Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇

  Title:  Manager

44

Collateral Pledge Agreement  (1.20.12)

Exhibit I

PCH Pledge Agreement

attached

45

Page

Pursuant to the  Loan Repayment & Asset Transfer Agreement of even date herewith involving the Parties (the “Transfer Agreement”), the Pledgee acting as creditor has agreed to cooperate with the Pledgor acting as debtor on the terms and subject to the conditions set forth in the Loan Repayment & Asset Transfer Agreement of the same date herewith.

B.

The Pledgor owns one hundred percent (100%) of the NIBs (as defined below) issued by each of TW Life I S.à ▇.▇.,TW Life II S.à ▇.▇., TW Life III S.à ▇.▇., and TW Life IV S.à ▇.▇.

▇.

The Pledgor owns the Class A/B Notes (as defined below) issued by Hyperion Life Assets Limited.  

D.

The Pledgor has agreed to pledge the Pledged Assets (as defined below) in accordance with the terms of this Agreement to secure its payment obligations under the Loan Repayment & Asset Transfer Agreement.

NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

1.

DEFINITIONS

1.1

Unless the context otherwise requires or unless otherwise defined in this Agreement, words and expressions defined in the Loan Repayment & Asset Transfer Agreement shall have the same meaning when used in this Agreement. In addition, the following definitions shall apply:

Event of Default means any failure to timely pay the Expenses or Conversion Purchase Price as defined in the Loan Repayment & Asset Transfer Agreement.

Insolvency Regulation means the Council Regulation (EC) N° 1346/2000 of 29 May 2000 on insolvency proceedings (OJEC L 160, 30/06/2000, p. 1 ff.).

NIBs means participating debt certificates issued by the Companies representing the net insurance benefits (the “NIBs”) from a portfolio of life settlement policies indirectly owned by the Companies (the “Portfolio”) as set forth in Schedule A, which currently consists of

47

14,204,500 NIBs having a par value of US $1.00 each, owned by the Pledgor and any other NIBs issued by the Companies which the Pledgor may subscribe to, acquire or be granted at any time in the future.

Class A/B Notes means those scheduled Class A and Class B notes with scheduled maturity date of April 30, 2027 originally issued to Del Mar Financial S.à ▇.▇. by Hyperion Life Assets Limited in the amount of $18,000,000 for the Class A Notes and $954,000 for the Class B Notes more fully described in that certain Assignment Agreement of even date herewith between Del Mar Financial S.a.r.l. and Pledgor.     

Pledge means the pledge (gage) created pursuant to Clause 2.

Pledged Assets means all rights, titles, interests and benefit in, to and under the NIBs which the Pledgor currently holds in the Companies as set forth in Schedule B, any other NIBs in the Companies which the Pledgor may subscribe to, acquire or be granted at any time in the future, and the Class A/B Notes also set forth in Schedule B.

Loan Repayment & Asset Transfer Agreement means the New York law governed agreement dated June 4, 2013 involving the Pledgor and Pledgee pursuant to which, amongst other things the debtor acquired assets currently secured by creditor and for which creditor is owed an additional $1,000,000 plus Expenses as defined therein.

Register means the register of NIBs held by each of the Companies.

Secured Obligations means all present and future obligations and liabilities (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of the Pledgor to the Pledgee under or in connection with the  Loan Repayment & Asset Transfer Agreement and this Agreement together with all costs, charges and expenses incurred by the Pledgor in connection with the protection, preservation or enforcement of its respective rights under the  Loan Repayment & Asset Transfer Agreement or any other document evidencing or securing any such liabilities as well as all costs, expenses, fees (including reasonable lawyers’ fees) and duties relating to the creation, perfection and enforcement of this Agreement and the Pledge.

1.2

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.

1.3

Clause headings are for ease of reference only.

1.4

Words importing the singular shall include the plural and vice versa.

1.5

For purposes of this Agreement and any future communications between the Parties, the term “PDC’s” and “NIBs” shall be considered interchangeable and all Parties hereby acknowledge and agree to their interchangeability.

2.

PLEDGE

2.1

The Pledgor hereby grants a first ranking pledge (gage de premier rang) over the Pledged Assets to the Pledgee, as security for the full and punctual payment, performance and discharge of all the Secured Obligations and hereby in advance grants such right of pledge insofar as the same cannot be fully granted on the date hereof, which pledge is hereby accepted by the Pledgee.

2.2

Each of the Companies hereby acknowledges and accepts the Pledge.

2.3

The Pledgor shall simultaneously herewith (or in the case of any NIBs issued after the date hereof, immediately upon the issuance thereof to the Pledgor) (i) procure the recording in the Register of the Pledge and (ii) present to the Pledgee a written confirmation in the form

48

of a certified copy of the Register from each of TW Life I S.à ▇.▇.,TW Life II S.à ▇.▇., TW Life III S.à ▇.▇., and TW Life IV S.à ▇.▇. that this recording has been duly made.

The Pledgor and the Pledgee hereby instruct and appoint any manager respectively of each of the Companies or any employee of Capita Fiduciary S.A. to register the Pledge in the Register of each Company.

The text to be used for the registration shall be the following:

“Pursuant to a pledge agreement (“Pledge Agreement”) dated [date], SUNDANCE STRATEGIES, INC has pledged, all its rights, titles, interests and benefits, present and future, in, to and under its NIBs (as defined in the Pledge Agreement) in the company to the Pledgee (as defined in the Pledge Agreement), and all its rights, titles, interests and benefits, present and future, in and to all rights, moneys, powers and property whatsoever which may from time to time and at any time be distributed or derived from, or accrue on or arise in respect of or relate to said NIBs to the Pledgee.

[date]

[name & signature]”

2.4

The Pledgor shall simultaneously herewith (i) procure the recording in the Register of the Pledge and (ii) present to the Pledgee a written confirmation in the form of a certified copy of the Register from Hyperion Life Assets Limited that this recording has been duly made.

The Pledgor and the Pledgee hereby instruct and appoint any manager respectively of Hyperion Life Assets Limited to register the Pledge.

2.5

Additional Filings.  Pledgor and the Companies each hereby authorize Pledgee to file, without the signature of Pledgor or the Companies where permitted by law, one or more financing or continuation statements, and amendments thereto, covering or otherwise relating to the Pledged Assets. Pledgor further agrees that a carbon, photographic or other reproduction of this Agreement or of any financing statement describing any of the Pledged Assets is sufficient as a financing statement and may be filed in any jurisdiction by Pledgee.  

3.

REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

3.1

The Pledgor hereby represents, warrants and undertakes to the Pledgee that:

(i)

To the Pledgor’s knowledge, each of TW Life I S.à ▇.▇.,TW Life II S.à ▇.▇., TW Life III S.à ▇.▇., and TW Life IV S.à ▇.▇. are private limited liability companies (société à responsabilité limitée) duly incorporated and validly existing under the laws of Luxembourg;

(ii)

To the Pledgor’s knowledge, Hyperion Life Assets Limited is a private company limited by shares incorporated and validly existing under the laws of Ireland

(iii)

To the Pledgor’s knowledge, the “centre of main interests” (as that term is used in the Insolvency Regulation) of each of TW Life I S.à ▇.▇.,TW Life II S.à ▇.▇., TW Life III S.à ▇.▇., and TW Life IV S.à ▇.▇.▇▇ in Luxembourg, and the companies have no “establishment” (as that term is used in the Insolvency Regulation) outside Luxembourg;

(iv)

To the Pledgor’s knowledge, the Companies have the power, authority and legal right to own and operate its property, to hold and own all of its assets and to conduct the business in which it is currently engaged;

49

(v)

the Pledgor has full capacity, power, legal right and lawful authority to fulfill all its obligations assumed under this Agreement and create a valid and effective first ranking pledge (gage de premier rang) over the Pledged Assets pursuant to this Agreement;

(vi)

All authorizations or actions necessary or advisable in connection with the entering into this Agreement and the granting of the Pledge by the Pledgor have been obtained or taken and have not been withdrawn, revoked or rescinded prior to the date of this Agreement;

(vii)

in respect of this Agreement and the transactions contemplated by, referred to in or provided for by this Agreement, (i) they 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;

(viii)

To the Pledgor’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  (including similar German proceedings) affecting the rights of creditors generally has been taken, lodged, passed or presented with regard to the Companies;

(ix)

To the Pledgor’s knowledge, the Companies do not meet or threaten to meet the criteria for the opening of any proceedings referred to under paragraph (vii) above nor is it subject to such proceedings;

(x)

To the Pledgor’s knowledge, the Pledgor is the sole beneficial and legal owner of the NIBs and the Class A/B Notes;

(xi)

To the Pledgor’s knowledge, the NIBs are validly issued and fully paid up and represent one hundred percent (100 %) of the NIBs issued by the Companies;

(xii)

To the Pledgor’s knowledge, the Pledgor owns the Pledged Assets free and clear of any lien, security interest, claim, option, pledge, charge, assignment, transfer and other encumbrances of any kind other than the Pledge and preferential rights arising by operation of law;

(xiii)

To the Pledgor’s knowledge, there is no floating charge (gage sur fonds de commerce) or similar security in existence on the respective businesses of the Companies nor any mandate with a view to the creation thereof;

(xiv)

the Pledge creates a valid first rank pledge (gage de premier rang) over the Pledged Assets and constitutes legally binding obligations for the Pledgor, enforceable in accordance with its terms, and validly creates the security interest it purports to create; and

(xv)

this Agreement does not violate any contractual or other obligation binding upon the Pledgor or any law to which Pledgor is subject.

3.2

The Pledgor undertakes to the Pledgee that the representations and warranties contained in Clause 3.1 shall at all times remain true and correct until all the Secured Obligations have been fully and irrevocably discharged.

4.

COVENANTS

The Pledgor covenants to the Pledgee that:

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(a)

except in accordance with the provisions of this Agreement, it shall not, without prior written consent of the Pledgee (such consent not to be unreasonably withheld), dispose of or encumber the Pledged Assets in a transaction, including, but not limited to, a sale of the Pledged Assets, financing of the Pledged Assets, or sale of a debt obligation or security collateralized or secured by the Pledged Assets;

(b)

it shall procure that no executory attachment (saisie exécutoire) is made on the Pledged Assets, and that any conservatory attachment (saisie arrêt) thereon is lifted within thirty business days of its first being made;

(c)

it shall not do or cause or permit to be done anything which will, or could be reasonably expected to, materially adversely affect this Agreement or the rights of the Pledgee or which in any way is inconsistent with or materially depreciates, jeopardizes or otherwise prejudices the NIBs or any of the Pledged Assets;

(d)

it shall cooperate with the Pledgee and sign or cause to be signed all such further documents and take all such further action as the Pledgee may from time to time reasonably request to perfect and protect the Pledge and to carry out the provisions and purposes of this Agreement;

(e)

it shall not accept any issue of new NIBs of any of the Companies unless previously accepted in writing by the Pledgee or, in case of creation of new NIBs, if the subscriber of the new NIBs, prior to the creation and subscription of such new NIBs, accepts to and actually pledges such new NIBs in favor of the Pledgee; and

(f)

in case of issuance of new NIBs to the Pledgor, the new NIBs shall be pledged in accordance with this Agreement, and the Pledgor shall forthwith procure the recording in the Register of each Company and present to the Pledgee a written confirmation in the form of a certified copy of the Register from each Company that this recording has been duly made.

5.

SCOPE OF THE PLEDGE

5.1

The Pledge shall be a continuing security interest, shall remain in force until released in accordance with Clause 11, and shall in particular not be discharged by reason of the circumstance that there is temporarily no Secured Obligations currently owing to the Pledgee.

5.2

The Pledge shall not be discharged by the entry of any Secured Obligations into any current account, in which case the Pledge shall secure any provisional or final balance of such current account up to the amount in which such Secured Obligations were entered therein.

5.3

The Pledgee may at any time without discharging or in any way affecting the Pledge (a) grant the Pledgor any time or indulgence, (b) concur in any moratorium of the Secured Obligations, (c) abstain from taking or perfecting any other security interest and discharge any other security interest, (d) abstain from exercising any right or recourse or from proving or claiming any debt and waive any right or recourse, (e) apply any payment received from the Pledgor or for their account towards obligations of the Pledgor other than the Secured Obligations secured hereby, or (f) take any other action with respect to the Secured Obligations.

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6.

RIGHTS ATTACHING TO THE NIBS

6.1

Stamping, regrouping, splitting or renewal

The Pledge shall not in any way be affected by any stamping, regrouping, splitting or renewal of the NIBs or other Pledged Assets, or by any similar operation, and the financial instruments resulting from any such operation shall be part of the NIBs or other Pledged Assets.

6.2

Subscription rights

Unless an Event of Default has occurred or unless agreed otherwise by the Pledgee, the Pledgor shall exercise all subscription rights to which a holder of the NIBs or other Pledged Assets may be entitled. Prior to the exercise of the subscription of rights, the Pledgor shall seek prior written consent of the Pledgee and confirm that the NIBs or other Pledged Assets resulting from the exercise of any such right shall be pledged to the Pledgee as security for the Secured Obligations and shall be part of the Pledged Assets.

7.

POSSIBLE SEIZURE OR ATTACHMENT

In the event of a seizure or attachment by a third party of any of the Pledged Assets, the Pledgor shall, at its own expense, (i) immediately notify the Pledgee and send it or its attorneys a copy of the relevant attachment or seizure documentation (ii) notify the third party or the attorneys acting on behalf of such third party in writing of the Pledgee’s interest in the Pledged Assets, (iii) take such measures to challenge the attachment or seizure and obtain the release of this attachment or seizure within thirty (30) days and (iv) inform regularly the Pledgee of the status of such seizure or attachment.

8.

IMMEDIATE RECOURSE

To the fullest extent allowed by applicable law, the Pledgor waives any right it may have of first requiring the Pledgee to proceed against or claim payment from any person or entity or enforce any guarantees, lien, security interest, claim, option, pledge, charge, assignment, transfer and other encumbrances of any kind granted by any other person or entity before enforcing the Pledge and/or any rights hereunder or pursuant hereto.

9.

ADDITIONAL SECURITY

The Pledge shall be in addition to and shall not in any way be prejudiced by or dependent on any guarantees, lien, security interest, claim, option, pledge, charge, assignment, transfer and other encumbrances of any kind now or hereafter held by the Pledgee as security for the Secured Obligations or any lien to which it may be entitled. The rights of the Pledgee hereunder are in addition to and not exclusive of those provided by law.

10.

ENFORCEMENT OF PLEDGE

Upon the occurrence of an Event of Default, the Pledgee shall be entitled to realize the Pledged Assets in any manner permitted by Luxembourg law and in particular, but without limitation:

(a)

appropriate the then issued NIBs or other Pledged Assets at their fair market value, as determined by an independent auditor (réviseur d’entreprises)

52

designated by the Pledgee in accordance with generally accepted accounting principles in Luxembourg; and/or

(b)

sell the NIBs or other Pledged Assets or have the NIBs or other Pledged Assets sold in a private transaction at arms’ length conditions (conditions commerciales normales) to pay all or any part of the then outstanding Secured Obligations; and/or

(c)

sell the NIBs or other Pledged Assets by public auction to apply the proceeds to pay all or any part of the then outstanding Secured Obligations; and/or

(d)

request the courts that title to the NIBs or other Pledged Assets be assigned and/or transferred to the Pledgee or such other person as the Pledgee may designate for payment of all or any part of the then outstanding Secured Obligations; and/or

(e)

act generally in relation to the NIBs and the other Pledged Assets in such manner as the Pledgee acting reasonably shall determine and as shall be permitted by law.

The determination by the Pledgee that an Event of Default has actually occurred shall be conclusive unless and until the Parties hereto shall have agreed or a court order shall have decided otherwise. The Companies each may conclusively rely on any assertion of the Pledgee that an Event of Default has occurred and shall follow the instructions given to it in such context by the Pledgee without incurring any liability.

Notwithstanding anything contained herein to the contrary, upon the occurrence of an Event of Default, the remedy of the Pledgee hereunder is limited to the Pledgee’s enforcement of the Pledge and subsequent disposition or retention or otherwise of the Pledged Assets, and the Pledgor shall have no further liability to the Pledgee under the  Loan Repayment & Asset Transfer Agreement.

11.

DISCHARGE OF THE PLEDGE

11.1

The Pledgee shall grant an express release of the Pledge, as soon as is reasonably practicable upon demand of the Pledgor, as soon as all Secured Obligations have been unconditionally and irrevocably performed and discharged in full and there is no possibility of any further Secured Obligations coming into existence.

11.2

The Pledgee shall inform the Companies of such a release, and shall provide the Pledgor with a power of attorney in favor of the Pledgee designated by such Pledgor for the purpose of recording the release of the Pledge in the Register.

11.3

Forthwith upon such release being granted, the Pledgee shall return to the Pledgor any Pledged Assets in their possession and such Pledgor shall take delivery thereof.

12.

DUTIES OF THE PLEDGEE

The Pledgee shall not be liable for any acts or omissions, except in case of gross negligence (faute grave) or willful misconduct (faute intentionnelle). The Pledgee shall not be under any obligation to take any steps necessary to preserve any rights in the NIBs and the other Pledged Assets against any other parties but may do so at its option, and all expenses incurred in connection therewith shall be for the account of the Pledgor and shall be part of the Secured Obligations.

13.

COSTS AND EXPENSES

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Each Party shall bear its own costs, fees and expenses incurred in the negotiation, execution and performance of this Agreement and the Pledge and any matter contemplated by them.

14.

EVIDENCE OF SECURED OBLIGATIONS

A certificate issued by the Pledgee as to the amount and the terms and conditions of the Secured Obligations shall be conclusive evidence as against the Pledgor, save to the extent of contrary evidence if any.

15.

NOTICES

Any notice or communication under or in connection with this Agreement shall be made in accordance with  Loan Repayment & Asset Transfer Agreement.

16.

SEVERABILITY

The invalidity, illegality or unenforceability of any provisions hereof shall not affect the validity, legality or enforceability of this Agreement or of any other provision hereof.

17.

WAIVER

17.1

No failure on the part of the Pledgee to exercise, or delay on its part in exercising, any right or remedy shall operate as a waiver, nor shall any single or partial exercise by the Pledgee of any right or remedy prevent any further or other exercise of such right or the exercise by the Pledgee of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

17.2

The Pledgor waives the benefit of articles 1251, 1285, 2021, 2022, 2026, 2029, 2036 and 2037 of the Luxembourg Civil Code, to the extent applicable.

18.

TRANSFERABILITY

18.1

This Agreement shall be binding upon and shall inure to the benefit of the Pledgor and the Pledgee and their respective successors, assigns and transferees, and references in this Agreement to any of them shall be construed accordingly.

18.2

The Pledgor shall not be entitled to assign and transfer any of its rights and obligations under this Agreement without the prior written consent of the Pledgee, such consent not to be unreasonably withheld.

19.

NOVATION

In case of novation of the Secured Obligations, the Pledge is reserved and shall remain in existence to the benefit of any new creditor of the Secured Obligations, as novated.

20.

COUNTERPARTS

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20.1

This Agreement may be executed by the Parties hereto in separate counterparts and any single counterpart or set of counterparts executed and delivered by all the Parties hereto shall constitute one and the same instrument.

20.2

This Agreement may be executed by the exchange of facsimile signatures. The transmission of a facsimile signature or execution page purported to be signed or otherwise executed by a Party shall, unless that Party has expressed in writing to the other Party that such signature or execution is not to be effective, be deemed to be due execution and delivery by that Party of this Agreement.

21.

GOVERNING LAW AND JURISDICTION

21.1

This Agreement shall be governed by, and construed in accordance with, the laws of Luxembourg. For the avoidance of doubt, the Pledgor confirms and expressly agrees that this Agreement is concluded for a purpose which falls within his trade and profession; the Parties acknowledge and agree that this Agreement does not constitute a consumer contract and falls outside the scope of article 6 of the regulation (EC) N° 593/2008 of the European Parliament and of the Council of 17 June 2008 on the law applicable to contractual obligations.

21.2

Any disputes arising out of or in connection with this Agreement shall be subject to the jurisdiction of the courts of Luxembourg, Grand Duchy of Luxembourg, without prejudice to the rights of the Pledgee to take legal action before any other court of competent jurisdiction.

[Signature pages follow]

55

This Agreement has been entered into on the day and year first before written.

THE PLEDGOR:  SUNDANCE STRATEGIES, INC.

/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇

Title: its President

THE PLEDGEE:  PCH Financial S.à ▇.▇.

/s/▇▇▇▇▇▇ ▇▇▇▇▇▇

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

By: ▇▇▇▇▇▇ ▇▇▇▇▇▇

By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: Manager

Title: Manager

THE COMPANIES:

TW Life I S.à ▇.▇.

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: Manager

/s/Philippe Salpetier

By: Philippe Salpetier

Title: Manager

TW Life II S.à ▇.▇.

/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: Manager

/s/ Philippe Salpetier

By: Philippe Salpetier

Title: Manager

TW Life III S.à ▇.▇.

/s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇

By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: Manager

/s/Philippe Salpetier

By: Philippe Salpetier

Title: Manager

TW Life IV S.à ▇.▇.

/s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇

By: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Title: Manager

/s/Philippe Salpetier

By: Philippe Salpetier

Title: Manager

Hyperion Life Assets Limited

/s/

By:

Title:

56

Schedule A

Schedule of NIBs

Schedule of Notes

Schedule B

Pledged Assets

The Pledged Assets shall include the right, title, and interest in all net insurance benefits associated with certain participating debt certificates (“NIBs”) issued by each Company as set forth below:

The Pledged Assets shall include the right, title, and interest in all Class A and B Notes issued by Hyperion Life Assets Limited as set forth below:

For the sake of clarity, the right, title, and interest associated with the Pledged Assetsshall include not only any proceeds derived from the assets themselves (via death benefits or mortality insurance protection claim), but also to any and all net proceeds generated by a sale of the Pledged Assets, financing of the Pledged Assets, or sale of a debt obligation or security collateralized or secured by the Pledged Assets.

Exhibit J

Assignment Agreement – Salt Creek Bonds

attached

ASSIGNMENT AGREEMENT

June __, 2013

Ladies and Gentlemen:

Section 1.

Introductory.  DEL MAR FINANCIAL S.à ▇.▇. (the “Assignor”) will sell to Sundance Strategies, Inc. (the “Assignee”) the note or notes identified on Exhibit A attached hereto (the “Notes”) in the Note Balance set forth in Exhibit A attached hereto, which Notes were initially issued under a pledge agreement, dated as of May 1, 2012 (the “Pledge Agreement”), by and among Hyperion Life Assets Limited (the “Issuer”) and Del Mar Financial S.à ▇.▇. in its capacity as Class A Noteholder and Class B Noteholder.  Capitalized terms used in this Assignment Agreement (this “Agreement”) but not otherwise defined shall have the meanings set forth in the Pledge Agreement.

Section 2.

Purchase, Sale and Delivery of Notes; Assignee Bound by the Pledge Agreement.

(a)

On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions set forth herein, the Assignor agrees to sell to the Assignee, and the Assignee agrees to purchase from the Assignor, the Notes at the respective purchase prices and the Note Balances set forth in Exhibit A attached hereto.

(b)

The Assignor will (i) surrender the Notes for registration of transfer to the Note Registrar pursuant to Section 2.4 of the Pledge Agreement, and (ii) cause the Issuer to execute and deliver the Notes, in the name of the Assignee (or its designee), against payment of the aggregate purchase price for all the Notes, in definitive form without interest coupons (the “Definitive Notes”).  Payment for the Notes shall be made by the Assignee in Federal (same day) funds by wire transfer using the instructions set forth in Exhibit B attached hereto against delivery to the Assignee of the Definitive Notes.

(c)

By its acquisition of the Notes, the Assignee shall be deemed to have agreed to the terms and conditions of the Pledge Agreement as if it were a signatory thereto.

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 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 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 Notes

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 Notes 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 Notes as contemplated by this Agreement.

(e)

The Assignor has good and marketable title to the Notes 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.

Section 4.

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

(a)

The Assignee is a limited liability company  duly formed, validly existing and in good standing under the laws of Delaware, 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 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 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 Notes 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 Notes as contemplated by this Agreement.

(e)

The representations and warranties made by the Assignee pursuant to the Investor Representation Letter are true and correct in all material respects.

(f)

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.

(g)

The Assignee has such knowledge, education and experience as is necessary to allow the Assignee to identify, understand and independently evaluate the investment risks associated with acquiring the Notes.  The Assignee has independently determined whether to purchase the Notes, and has not relied on any information provided by the Assignor in making such determination.  The Assignee understands and is willing and able to bear the risk of acquiring the Notes, which risks include, but are not limited to, those identified in the “Disclosure and Risk Factors” set forth on Exhibit C attached hereto.  The Assignee acknowledges and accepts the economic and tax consequences arising out of the purchase of the Notes.  The Assignee has determined, based on its own independent review and after obtaining such professional advice as it has deemed appropriate under the circumstances, that the acquisition of the Notes: (i) is fully consistent with its financial needs, objectives and condition, (ii) complies and is fully consistent with all policies, guidelines and restrictions applicable to it, (iii) is fit, proper and suitable for it, notwithstanding the substantial risks inherent in investing in or holding the Notes, and (iv) is within its regulatory scope and criteria.

(h)

The Assignee is an Institutional Accredited Investor that is also a Qualified Purchaser purchasing for its own account or for the account of a Qualified Purchaser.

Section 5.

Delivery of Investor Representation Letter.  On or prior to the date hereof, the Assignee shall have delivered a fully executed copy of the Investor Representation Letter to the Issuer pursuant to Section 2.05 of the Pledge Agreement.

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 hereto and 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 NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION

5-1401 OF THE GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 11.

DISCLOSURES AND RISK FACTORS
FOR HYPERION LIFE ASSETS - CLASS A NOTES