Exhibit
10.1


 


September
1, 2021


 


Mr.
Brian Conway


President


OZOP
Capital Partners Inc.


7
Katelyn Court


Warwick,
New York 10990


 


Dear
Mr. Conway:


 


RISK
MANAGEMENT ADVISORS, INC. (“RMA”) is pleased to act as an advisor to OZOP Capital Partners Inc., a Delaware corporation
(the “Company”) in connection with the Company’s consideration of participation in a captive insurance company
(“Captive”) owned by the Company. This letter is to confirm the terms and conditions of our engagement (the “Agreement”).


 


FORMATION
OF CAPTIVE SERVICES


 


RMA
will assist the Company in analyzing, structuring, and coordinating the Company’s participation in a Captive. RMA will coordinate
legal, accounting, tax, actuarial and other services necessary to implement the Company’s participation in a Captive, including,
but not limited to, the preparation of an actuarial feasibility study, filing of all required regulatory applications, domicile selection,
structural selection and the coordination of the preparation of legal documentation by retained counsel (the “Services”).
The Company expressly agrees that RMA is not providing legal or tax advice and that the Company has the ability to select legal and tax
advisors of its choosing.


 


FEES
AND EXPENSES RELATING TO FORMATION OF CAPTIVE


 


In
connection with providing the Services set forth above, the Company agrees to pay to RMA a non-refundable fee in the amount of One Hundred
Thousand Dollars and No Cents ($100,000.00) (the “Engagement Fee”). The Engagement Fee shall be paid by the Company
to RMA in two installments. The first installment shall be paid in (a) immediately available funds within three (3) business days of
the date hereof in the amount of Twenty- Five Thousand Dollars and No Cents ($25,000.00), and (b) restricted shares of common stock of
Ozop Energy Solutions Inc., a Nevada corporation and majority shareholder of the Company (“Ozop Energy”) (in book
entry form) with a market value of Twenty-Five Thousand Dollars and No Cents ($25,000.00) as determined by using the closing price of
Ozop Energy’s common stock on the date hereof. The balance of the Engagement Fee, (the remaining Fifty Thousand Dollars and No
Cents ($50,000.00), shall be paid in (a) Twenty- Five Thousand Dollars and No Cents ($25,000.00) and restricted shares of common stock
of Ozop Energy with a market value of Twenty- Five Thousand Dollars and No Cents ($25,000.00) as determined by using the closing price
of Ozop Energy’s common stock on the date of the issuance of the Captive’s certificate of authority from the state of formation
and shall be due within three (3) business days after the date of the issuance of the Captive’s certificate of authority from the
state of formation.


 


RMA
shall use its best efforts to cause the Captive’s certificate of formation to be issued by the jurisdiction of formation no more
than sixty (60) days after the date hereof and shall promptly notify the Company of any delays RMA encounters in doing so.


 





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The
Engagement Fee includes the following costs, fees and other out of pocket costs to initially set-up the Captive:


 


	 	●	Retention
    of actuary to draft and complete actuarial report to include program summary, captive premium, loss pick and payout profile.
	 	●	Retention
    of CPA firm to develop, review and complete five year rolling pro forma projection for the captive. Pro forma will be compliant with
    domicile’s accounting requirements.
	 	●	Incorporation
    in the state of formation, including procurement of resident agent services.
	 	●	Complete
    captive business plan outlining program summary, the need for insurance, key service providers, program objectives, underwriting
    guidelines and operational plan.
	 	●	Completion
    and submission of captive insurance application and related documents in the state of formation.
	 	●	Consulting
    regarding capitalization requirements. Note: the minimum capitalization and surplus requirement in the state of formation is $250,000.00.
	 	●	Retention
    of attorney to draft and finalize all policies to be utilized by the captive.
	 	●	Assist
    captive owners with establishment of captive bank and investment accounts to the extent required by company.
	 	●.	NAIC
    compliant investor policy statement
	 	●	Comprehensive
    review of existing insurance program for inclusion of additional lines in the insurance company.
	 	●	Coordination
of reinsurance or participation in a “risk pool”, if necessary.


 


However, RMA’s Engagement
Fee does not include the following costs, expenses and fees:


 


	 	●	Fees
    incurred by the Captive after it is incorporated, except as expressly included in our Services above.
	 	●	Legal
    fees, except as necessary for formation.


 


The
Company is under no obligation to participate in a Captive should the pre-qualification feasibility study indicate that the Company may
not be eligible for participation in a Captive. RMA’s engagement hereunder may be terminated by the Company or by RMA at any time
upon thirty (30) days written notice to that effect, it being understood that the provisions relating to the payment of fees and expenses
to the extent incurred will survive any such termination.


 


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Please
Note: The fees for formation do not cover, in any part, the management fees for the insurance company, i.e., the fees for services
that will be necessary to maintain and run the insurance company after it is formed. You must contract separately for those services.
This agreement covers only the Formation of the Company.


 


MANAGEMENT
OF CAPTIVE; SERVICES AND FEES


 


Once
the Captive described above has been formed, the Captive will need to engage RMA separately to provide management services on the Captive’s
behalf. The Captive will need to enter into a management agreement similar to the form attached hereto as Exhibit A. RMA shall
provide only those services set forth on Exhibit A, Schedule 1 attached hereto and no other management services shall be provided,
either express or implied. Under no circumstances is RMA giving or shall be deemed to provide legal, tax, accounting or other similar
professional advice to the Captive or the Company.


 


CONFIDENTIALITY


 


The
Company hereby acknowledges and agrees that the pre-qualification feasibility study and any financial models and presentations used by
RMA in performing its Services hereunder have been developed by or on behalf of and are proprietary to RMA and are protected under applicable
law. The Company agrees that it will not use such materials for any purpose other than to evaluate participation in a Captive and will
not reproduce or distribute all or any portion of such materials without the prior written consent of RMA. The Company further agrees
that if it determines not to participate in a Captive, upon the request of RMA, it will promptly return all copies of such materials
to RMA. The Company’s obligations under this paragraph shall survive for a period of two years following termination of this Agreement.


 


RMA
will maintain the confidentiality of all financial and other information regarding the Company provided to RMA (the “Information”)
and, unless and until such information shall have been made publicly available by the Company or by others without breach of a confidentiality
agreement, shall disclose the Information only as authorized by the Company or as required by law or by order of a governmental authority
or court of competent jurisdiction, except that the information may be disclosed to RMA’s officers, employees, representatives,
attorneys and agents who need to know such information for the purpose of assisting RMA in performing the Services of its terms of this
Agreement to the same extent as if they were parties hereto. In the event that RMA is legally required to make disclosure of any of the
Information, RMA will give notice to the Company prior to such disclosure, to the extent that RMA can practically do so. RMA’s
obligations under this paragraph shall survive for a period of two years following termination of this Agreement.


 


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The
foregoing paragraph shall not apply to information that:


 


	 	i.	at
    the time of disclosure by the Company to RMA is, or thereafter becomes, generally available to the public or within the industries
    in which the Company or RMA or its affiliates conduct business, other than as a direct result of a breach by RMA of its obligations
    under this Agreement;
	 	 	 
	 	ii.	prior
    to or at the time of disclosure by the Company to RMA, was already in the possession of, or conceived by, RMA or any of its affiliates,
    or could have been developed by them from information then in their possession, by the application of other information or techniques
    in their possession, generally available to the public, or available to RMA or its affiliates other than from the Company;
	 	 	 
	 	iii.	at
    the time of disclosure by the Company to RMA or thereafter, is obtained by RMA or any of its affiliates from a third party who RMA
    reasonably believes to be in possession of the information not in violation of any contractual, legal or fiduciary obligation to
    the Company with respect to that information; or
	 	 	 
	 	iv.	is
    independently developed by RMA or its affiliates.


 


COMPANY
RESPONSIBILITIES


 


The
advice or recommendations that RMA gives may, in many cases, have legal, regulatory, tax or accounting consequences. RMA does not by
this Agreement make any representation or warranty or otherwise assume any responsibility for the legal, regulatory, tax or accounting
treatment of the advice that it gives or the recommendations that it makes. The Company is advised to and agrees that it will review
with and rely on the opinions of its own legal counsel, tax advisors and accountants as to the legal, regulatory, tax or accounting implications
of the recommendations made by RMA.


 


The
Company agrees that neither RMA nor any of its advisors, directors, officers, employees, attorneys or agents (each a “RMA Party”)
shall be liable for any special, incidental, punitive, indirect and consequential damages of any kind, resulting from any of their performance
or failure to perform pursuant to the terms of this Agreement, including without limitation, any interruption of business, whether resulting
from breach of contract or breach of warranty. In no event shall the aggregate liability of any RMA Party exceed the amounts actually
paid by the Company to RMA hereunder during the six-month period prior to the date of the claim giving rise to such alleged liability.
In no event, regardless of the legal theory advanced, shall any RMA Party be responsible to any person other than for its gross negligence
or willful misfeasance.


 


The
obligations of RMA are solely corporate obligations, and no officer, director, employee, agent, shareholder or controlling person shall
be subjected to any personal liability whatsoever to any person, nor will any such claim be asserted by or on behalf of any other party
to this Agreement or any person relying on the work done subject to this Agreement.


 


The
Company agrees that any and all information and data it supplies to RMA, whether in written or oral form, will be true, complete and
correct in all respects.


 


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The
Company acknowledges and agrees that it is a sophisticated business enterprise and that RMA has been retained pursuant to this Agreement
to act as advisor to the Company solely with respect to the matters set forth herein. In such capacity, RMA shall act as an independent
contractor, and any duties of RMA pursuant to this Agreement shall be contractual in nature and shall be owed solely to the Company.
Each party disclaims any intention to impose any fiduciary duty on the other.


 


INDEMNIFICATION


 


The
Company agrees to hold RMA, and its affiliates and their officers, directors, employees, agents and advisors (each an “Indemnified
Party”) harmless from and indemnify, on an after-tax basis, any Indemnified Party against all liabilities, losses, damages,
judgments, costs and expenses of any kind (including attorneys fees) which may be imposed on, incurred by or asserted against such Indemnified
Party (collectively, “Costs”), relating to or arising out of this Agreement any other document or transaction contemplated
hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement,
any document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than the Indemnified
Party’s gross negligence or willful misconduct. The Company’s indemnification obligations hereunder shall survive the expiration
or termination of this Agreement.


 


TERMINATION


 


The
Company may terminate this Agreement upon thirty (30) days prior written notice to RMA in compliance with the termination provisions
set forth herein. RMA may terminate its Services under the Agreement with sixty (60) days prior written notice for any reason and immediately
in the event that the Company is in breach of its obligations hereunder.





 


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APPLICABLE
LAW; WAIVER OF JURY TRIAL


 


THIS
AGREEMENT AND THE OTHER DOCUMENTS ENTERED INTO IN CONNECTION HEREWITH AND THE OBLIGATIONS ARISING HEREUNDER AND THEREUNDER SHALL BE GOVERNED
BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND PERFORMED IN
SUCH STATE, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.
THE COMPANY AND THE CAPTIVE EACH HEREBY CONSENT AND AGREE THAT THE STATE OR FEDERAL COURTS LOCATED IN THE COUNTY OF ORANGE, STATE OF
CALIFORNIA SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THE COMPANY, THE CAPTIVE AND RMA PERTAINING
TO THIS AGREEMENT OR ANY OTHER DOCUMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT; PROVIDED, THAT COMPANY, THE CAPTIVE
AND RMA ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF ORANGE, STATE
OF CALIFORNIA, AND FURTHER PROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE RMA FROM BRINGING SUIT OR
TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF RMA. THE COMPANY AND CAPTIVE
EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND THE COMPANY AND
CAPTIVE HEREBY WAIVES ANY OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NON CONVENIENS
AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.


 


EACH
OF THE COMPANY AND THE CAPTIVE HEREBY WAIVE PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR
SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO COMPANY
AT THE ADDRESS SET FORTH IN THE ADDRESS LINE TO THIS AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF
THE COMPANY’S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.


 


TO
THE EXTENT PERMITTED BY LAW, IN CONNECTION WITH ANY CLAIM, CAUSE OF ACTION, PROCEEDING OR OTHER DISPUTE CONCERNING THIS AGREEMENT OR
THE TRANSACTIONS CONTEMPALTED HEREBY (EACH A “CLAIM”), THE PARTIES TO THIS AGREEMENT EXPRESSLY, INTENTIONALLY, AND DELIBERATELY
WAIVE ANY RIGHT THAT EACH OF THEM MAY OTHERWISE HAVE TO TRIAL BY JURY.


 


SEVERABILITY


 


In
the event any term, condition or provision of this Agreement is for any reason rendered void, all remaining terms, condition and provisions
shall remain and continue as valid and enforceable obligations of the parties hereto.


 


DISCLAIMER
OF LIABILITY FOR UNDERWRITING LOSSES


 


Insurance
is inherently a risky business. While we may offer general guidance on underwriting certain risks, we are not your underwriters and you
exclusively are responsible for your underwriting activities and any losses caused thereby. We shall not be responsible or liable for
your underwriting losses.


 


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ENTIRE
AGREEMENT


 


This
Agreement contains the entire agreement between the parties with respect to the subject matter hereof, and all prior understandings,
oral or in writing, by the parties hereto with respect to the subject matter hereof are superseded by this Agreement, no limitations,
modifications, supplements, waivers or changes herein or hereof shall be binding on any party hereto unless set forth in a document duly
executed by or on behalf of such party.


 


NO
ILLEGAL PURPOSES, MONEY LAUNDERING OR FRAUDULENT TRANSFER


 


By
your execution and delivery to us of a signed copy of this Agreement, you hereby represent that you have no plan, scheme, or intention
to use the insurance company that we will manage for you for any illegal purposes whatsoever, including not by way of limitation, any
money laundering activity or to conceal any past acts that might be considered evasion of state or federal taxes.


 


COMPLETE
AGREEMENT


 


It
is understood and agreed that this Agreement embodies the complete understanding of the parties and that all oral or written negotiations
or provisions not included in this letter cannot be modified except by the written agreement of both parties. Any document issued by
the Company which does not correspond to the terms of this letter is not accepted by RMA and is null and void. The Company warrants that
the person executing this Agreement on behalf of the Company is empowered to do so.


 




 


Please
note that Risk Management Advisors, Inc. is not a law firm and is not an accounting firm. Risk Management Advisors, Inc. does not provide
any legal, tax, investment or accounting advice whatsoever. We are not your lawyers or accountants. You should not expect that
your communications with Risk Management Advisors, Inc. or its members or employees, will be protected by any attorney-client or accountant-client
privilege. You acknowledge that we have repeatedly encouraged you to consult with your attorneys and accountants prior to entering into
this Agreement, and that you have had ample opportunity to do such.


 


Additionally,
you have been advised by Risk Management Advisors, Inc. that (i) the Internal Revenue Service is currently auditing captive insurance
companies generally, (ii) some captive audits have come from an audit of the company, (iii) some of the audits have been initiated from
client lists procured from captive managers by the Internal Revenue Service and (iv) you should seek independent legal, accounting and
tax advice regarding the suitability of a captive for you based on your business needs as well as the likelihood that you and your captive
may be subject to audit by the Internal Revenue Service.


 





 


SIGNATURES
TO FOLLOW


 





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Please
confirm that the foregoing correctly sets forth our agreement by signing and returning to RMA the duplicate copy of this letter
enclosed herewith.


 


	Very truly yours,	 
	Risk Management Advisors, Inc	 
	 	 	 
	 	 	 
	By:	/s/	 
	 	R.
    Wesley SierkIII	 
	Its:	Managing
    Director	 


 


Accepted
and agreed to as of the date first written above: OZOP Capital Partners Inc.


 


	By:	/s/	 
	 	Brian
    Conway	 
	Its:	President	 





 


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