Exhibit
10.34


 


First
Amendment to the Note Payable and Line of Credit Agreement with Radiant Life


 


This
First Amendment to the Note Payable and Line of Credit Agreement (“First Amendment”) shall be deemed made, entered
into and effective as of October 1, 2020 by and between Radiant Life and Sundance Strategies, Inc. (“the Company”).
The Company and Radiant Life are collectively referred to as “the Parties”.


 


RECITALS:


 


	 	A.	The
    Parties entered into that certain Note Payable and line of Credit Agreement (“the Agreement”) on or about February
    28, 2015.
	 	B.	The
    Company has, from time-to-time, requested Radiant Life extend the due date of the Agreement and increase the amounts available
    to borrow.
	 	C.	Immediately
    prior to this First Amendment, the Agreement allowed for borrowings of up to $2,130,000, with outstanding principal and interest
    due on August 31, 2021.
	 	D.	Immediately
    prior to this First Amendment, the Company owed $859,508 in principal and approximately $189,022 in accrued interest on the
    Agreement
	 	E.	The
    purpose of this First Amendment is to amend the Agreement to require the Company to issue warrants convertible into the Company’s
    common stock (“Warrants”) to Radiant Life when the Company requests that amounts be drawn on the Agreement or
    the Company requests that the Agreement due date be extended.


 


Now,
therefore, in consideration of the mutual promises, conditions and covenants set forth in the Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree that the foregoing recitals
are true and correct and the Parties agree to amend the Agreement as follows:


 


MODIFICATIONS
TO AGREEMENT


 


When
money is loaned to the Company from Radiant Life under the Agreement or if Radiant Life is requested by the Company and is willing
to extend the due date, the Company agrees to provide Radiant Life Warrants as follows.


 


	 	1.	Monies
    being loaned to the Company.  Beginning the date of this First Amendment (October 1, 2020) the Company agrees
    to issue Radiant Life two (2) Warrants for each incremental $1 that is loaned to the Company with a due date no less than
    twelve months from the lending date.  The Warrants shall have an exercise price of $0.05 per share and expire in
    five years from the date of grant.  The common shares issued in association with the exercise of the Warrants shall
    not have registration rights.  By way of example,  if Radiant Life loans the Company an additional $1,000
    with a due date of not less than twelve months from the lending date then the Company will issue 2,000 Warrants to Radiant
    Life.  


 






    	 	 	 



    	 



    

 


	 	2.	Due
    date extensions.  The Company agrees to issue Radiant Life Warrants in return for any extension of the due date
    of the Agreement.  Warrants will be issued upon Radiant Life granting a due date extension on the entire outstanding
    balance owed based on the following formula: 10,000 Warrants per month extended plus 1 Warrant for every $2 of the principal
    balance outstanding (not including interest) at the time of the extension (rounded to the nearest whole Warrant).   The
    Warrants shall have an exercise price of $0.05 per share and expire five years from the date of grant.  The common
    shares issued in association with the exercise of the Warrants shall not have registration rights.  By way of example,
    if Radiant Life agrees to extend the due date of the Agreement from August 31, 2021 to November 30, 2022 (15 months), and
    the principal balance owed to Radiant Life on the date of the signing of the extension is $600,000, Radiant Life would be
    awarded ((15 x 10,000) + (600,000 x 0.5)) = 450,000 Warrants.
	 	 	 
	 	3.	Executed
    extension. On the date of this Amendment, the due date for the Agreement is extended to the earlier of November 30, 2022
    or at the immediate time when the anticipated additional raise of funds is successful.  According to the formula
    outlined above, the Company awards 579,754 Warrants in conjunction with this extended due date.


 


 


IN
WITNESS WHEREOF, the Parties have executed this First Amendment on the respective date(s) indicated


 


	Sundance Strategies, Inc.	 
	 	 	 
	By:		 
	 	 	 
	Name:	Randall
    F. Pearson	 
	 	 	 
	Title:	President	 
	 	 	 
	Date:	Oct.
    1, 2020	 


 





	Radiant Life	 
	 	 	 
	By:		 
	 	 	 
	Name:	Mitch Burton	 
	 	 	 
	Title:	Manager	 
	 	 	 
	Date:	Oct.
    1, 2020