Policy Purchase Agreement


 


This Policy Purchase Agreement ("Agreement")
is made and entered into as of March 15, 2012 by and between Universal Settlements International Inc., an Ontario corporation
with a place of business at 5500 North Service Road, Suite 703, Burlington, Ontario L7L 6W6 ("USI"), and Crown Alliance
Capital Limited, a Nevada Corporation with a place of business at 3601 Highway 7 East, Suite 203, Markham, Ontario L3R 8X6 ("Purchaser").
(together, the "Parties").


 


RECITALS


 


A. Whereas, USI is in the business of
identifying, purchasing, and/or facilitating the purchase of existing life insurance policies. Said life insurance policies may
be held by USI, or sold and/or otherwise transferred to other entities that may further resell said life insurance policies as
allowed by law, and or benefits thereunder


 


B. Whereas, Purchaser is in the business
of purchasing existing life insurance policies. Said life insurance policies may be held by Purchaser or sold and/or otherwise
transferred to other entities that may further resell said life insurance policies as allowed by law, and or benefits thereunder.


 


C. Whereas, USI
will sell to or facilitate the sale to the purchaser of the following described life insurance policies (collectively, the "Policies"):


 


	POLICY #1	
	Owner:	US Life 1 Trust, Mills, Potoczak & Company
	Policy Number:	UL1200324
	Issuer:	John Hancock
	Death Benefit:	$ 2,000,000.00 USD
	 	
	POLICY #2	
	Owner:	US Life 1 Trust, Mills, Potoczak & Company
	Policy Number:	N1214599
	Issuer:	Lincoln Benefit
	Death Benefit:	$ 500,000.00 USD
	 	
	POLICY #3	
	Owner:	US Life 1 Trust, Mills, Potoczak & Company
	Policy Number:	10-0026659270
	Issuer:	Aviva
	Death Benefit: 	$ 1,000,000.00 USD
	 	
	POLICY #4	
	Owner:	USI
	Policy Number:	Al0123506L
	Issuer:	American General Life
	Death Benefit:	$ 1,000,000.00 USD


 


D. Whereas, USI desires to sell to or
facilitate the sale of the Policies to Purchaser, and Purchaser desires to purchase all rights, title and interest in and to the
Policies in accordance with the terms and conditions of this Agreement.


 





USI's Initials /s/ RK


Purchaser's Initials /s/ LF






     

     

    

 


AGREEMENT


 


NOW THEREFORE, for and in consideration
of the RECITALS, which are incorporated into this Agreement, the mutual promises and covenants set forth herein and for other good
and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties hereto agree as follows:


 


1.


(a) Funding Cost


 


i) Purchaser hereby
agrees to deposit the sum of: USD $570,000.00 (FIVE HUNDRED SEVENTY THOUSAND DOLLARS) ("Funding Cost") for the
purpose of acquiring all rights, title and interest in and to the Policies as documented in Section C above. Said funds shall
be deposited on or before April 23,2012, and shall be held in escrow by Mills, Potoczak and Company (the "Escrow
Agent"). Said funds shall be disbursed immediately to USI upon Escrow Agent's receipt of proper recordings of new
Ownership and Beneficiary of the Policies as follows:


 


	Policy #1	US$ 225 ,000.00
	Policy #2	US$ 100,000.00
	Policy #3	US$ 125 ,000.00
	Policy #4	US$ 120,000.00


 


(b) Premiums


 


The Purchaser shall be responsible
for all Premiums as detailed in the attached Schedule 1 to this Agreement. Until such time as written confirmation is received
from the issuing Insurer of a Policy that the new Ownership and Beneficiary of the Policy has been properly recorded, USI will
pay the related Policy Premiums as outlined in Schedule 1 as they come due, and provide Purchaser with evidence of the actual amount
paid on each policy. Purchaser will reimburse USI the full amount of such premiums paid by USI within 3 (three) business days of
receiving such notice.


 


(c) Early Maturities


 


In the event that an insured's
date of death is before the date of the new ownership and beneficiary changes having been recorded by the Insurer, the Parties
agree that the full maturity proceeds will be shared equally between the Parties.


 


2.UNIVERSAL SETTLEMENTS INTERNATIONAL INC's Duties


 


Universal Settlements International Inc. shall perform
the following duties:


 


a. Obtain
and provide to Purchaser verification of coverage from the issuing insurance companies and illustration desired by Purchaser.


b. Take
all steps necessary to effect a transfer of ownership of the Policies to Purchaser.


c. Tracking of the insured's
status will be performed by Universal Settlements International Inc. and/or Independent Agent/Service, as determined by
Universal Settlements International Inc., until maturity of the policy, and charged to Purchaser in accordance with Attachment
A. Within a reasonable period of time after the Insured's death, Universal Settlements International Inc. shall use its best efforts
to obtain and deliver to Purchaser a copy of the death certificate and claim form necessary to obtain the death benefit by the
Purchaser.


 





USI's Initials /s/ RK


Purchaser's Initials /s/ LF






     

     

    

 

3.Purchaser's Representations and Warranties


a. Purchaser
represents that USI has provided all requested documentation to Purchaser's underwriting satisfaction.


b. Purchaser
represents that it has done its due diligence regarding the Policies and that the policies meet all of Purchaser's criteria for
purchase. Purchaser represents that it has obtained an estimated life expectancy determination on the Insured to its own satisfaction.
Purchaser agrees that USI has made no representations and warranties about the Policies and that Purchaser has not relied on any
statements made by USI and/or its agents to induce Purchaser to purchase the Policies. Purchaser represents and agrees that USI
is not the agent of Purchaser.


c. Purchaser
represents and warrants that if Purchaser directly or indirectly resells the Policies or any interest therein, Purchaser shall
comply with any and all state, federal and/or international laws applicable to such resale. Purchaser represents and warrants that
Purchaser is borrowing, raising, or otherwise obtaining the funds to purchase the Policies in a legal manner consistent with all
state, federal and/or international laws.


 


4.Fees


 


Fees and costs for all services
performed by Universal Settlements International Inc. and/or incurred by Universal Settlements International Inc. in the performance
of its duties hereunder are included in the Funding Cost, except for tracking and death claim costs as outlined in Attachment A.
Purchaser will incur costs beyond the amount tendered as the Funding Cost for the cost of Premiums due following the date of this
Agreement, Purchaser's underwriting, Purchaser's escrow costs, Purchaser's attorney and accountant fees, on-going insurance premium
payments, conversion costs, additional policy loans, outside tracking services, updated medical record costs and/or life expectancy
estimations and any and all other costs related to the Policies after the ownership of the policies have been transferred to Purchaser.
After the transaction contemplated by this agreement is complete, USI shall have no further specific duties to Purchaser and Purchaser
shall have no further specific duties to USI other than those set forth in the following Section headed "Confidentiality and
Non-Solicitation."


 


5. Confidentiality and non-solicitation











a. USI
understands that Purchaser's funding source(s) provide Purchaser with the prospect of additional and repeat business. USI,
its officers, employees, directors, shareholders, affiliates and agents agree not to directly or indirectly use, sell,
distribute or otherwise communicate any information to third parties identifying Purchaser's funding source(s). In addition,
USI, its officers, employees, directors, shareholders, affiliates and agents will not directly or indirectly contact, do
business with, or attempt to sell insurance policies to Purchaser's funding source(s) learned as a result of this
Agreement.


b.
Purchaser agrees that Universal Settlements International Inc. sourcing contacts provide Universal Settlements International
Inc. with the prospect of additional and repeat business. Purchaser, its officers, employees, directors, shareholders,
affiliates and agents agree not to directly or indirectly use, sell, distribute or otherwise communicate any information to
third parties identifying Universal Settlements International Inc.'s sourcing contacts. In addition, Purchaser's officers,
employees, directors, shareholders, affiliates and agents will not directly or indirectly contact, do business with or
attempt to purchase life insurance policies from Universal Settlements International Inc.’s sourcing contacts learned
as a result of this Agreement from the owner of the Policies, or the Insured, without the prior written consent of Universal
Settlements International Inc.


 


6. Indemnification


 


Purchaser shall indemnify
and hold harmless USI against any and all claims, costs, attorneys’ and accountants’ fees related to Purchaser's purchase
of the Policies, including but not limited to, any claim made by Purchaser's funding source(s).


 





USI's Initials /s/ RK


Purchaser's Initials /s/ LF






     

     

    

 


7.Binding Effect


 


This Agreement is irrevocably
binding upon and shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors,
assigns, executors, administrators, and heirs.


 


8.Severability


 


If any provision of this agreement
shall be held invalid in a court of law, the remaining provisions shall be construed as if the invalid provision were not included
in this Agreement.


 


9.Amendments and Final Integration


 


This Agreement may only be
amended or modified through a written, duly executed instrument by the Parties hereto. Any attempted oral amendment or modification
is ineffective and therefore null and void. This Agreement constitutes and contains the complete and final integrated Agreement
between the parties regarding the subject matter herein. All prior negotiations, discussions and representations are merged into
the Agreement. Each Party acknowledges that, except as expressly set forth herein, no representations of any kind or character
have been made to it by any other Party, or by any Parties' agents, representatives or attorneys, to induce the execution of this
Agreement.


 


10.Notices


 


Any and all notices, requests,
consents, notifications, and other communications given to any Party to this Agreement shall be given in writing and will be as
elected by the party giving said notice, hand-delivered by messenger or courier service, telecopied, electronically communicated,
or sent via registered or certified mail, return receipt requested, postage prepaid, to the below address and deemed given when
received by Party being served such notice.


 


	
        To USI:


 

        Universal Settlements International Inc.

        5500 North Service Road, Suite 703

        Burlington

        Ontario L7L 6W6
 		
        To Purchaser:


 

        Crown Alliance Capital Limited

        3601 Highway 7 East, Suite 203

        Markham

        Ontario, L3R 8X6

			
	
        To Escrow Agent:


 

        Mills, Potoczak & Company

        27600 Chagrin Blvd., Suite 200,

        Cleveland

        OH, USA 44122
		





 


 





 11.Waiver


 


Either Party's failure to insist in any one or more
instances upon strict performance by the other Party of any of the terms of this Agreement shall not be construed as a waiver
of any continuing or subsequent failure to perform or delay in performance of any term hereof.


 


12.Assignment


 


Neither Party shall assign any of its rights to
delegate any of its obligations under this Agreement without prior written consent of the other Party.


 





USI's Initials /s/ RK


Purchaser's Initials /s/ LF






     

     

    

13.Choice of law


 


The Parties hereby agree and
confirm that the Law of the Province of Ontario, Canada shall control this Agreement.


 


14.Counterparts and Facsimile


 


This Agreement may be signed
in one or more counterparts, each of which is deemed an original, but all of which together constitute one and the same instrument.
A facsimile copy of this executed Agreement shall be deemed valid as if it were the original.


 


15.Headings


 


The headings and subheadings
contained in this Agreement are for convenience of reference only and are not to be considered part of this Agreement and will
not limit or otherwise affect in any way the meaning or interpretation of this agreement.


 


16.Arbitration and Enforcement
Costs


 


USI and Purchaser agree that
any disputes regarding this Agreement shall be submitted to arbitration in Burlington County, Ontario and shall be resolved and
adjudicated according to the rules of the Canadian Arbitration Association. The decision rendered in said arbitration shall be
binding. The substantially prevailing party shall recover from the substantially non-prevailing Party its reasonable expenses,
costs and reasonable attorney's fees, whether action is brought or not. As used herein, expenses, costs and attorney's fees also
include arbitrator fees, arbitration costs, court costs, attorneys' and accountants fees and any cost associated with an appellate
arbitrator or court. It is requested by the Parties to award actual costs of attorney and accountants fees incurred by the substantially
prevailing party, it being the intention of the Parties that the substantially prevailing party is completely reimbursed for all
such costs and fees.


 


17. Time


 


Time is of the essence in
this Agreement.


 


18. Termination Date


 


If, as per Section 1 (a)
i) above, the Funding Cost is not deposited into escrow by April 23, 2012 ("Termination Date"), then this agreement
will be terminated. Crown Alliance Capital Limited shall be responsible for all premium payments paid on the policies per
Schedule 1  up to the Termination Date, and will forfeit such premiums in the event this Agreement is terminated.


 


19. Representation by Counsel


 


The Parties acknowledge that
they have been or have had the opportunity to have been represented by their own counsel throughout the negotiations and at the
signing of this Agreement and all other documents signed incidental to this Agreement and, therefore, neither Party shall claim
or assert that any provision of this Agreement or any ancillary documents should be constructed against their drafter.


 


(SIGNATURE PAGE TO FOLLOW)


 





USI's Initials /s/ RK


Purchaser's Initials /s/ LF






     

     

    

 


In WITNESS WHEREOF, the Parties hereto
have executed this Agreement as of the day, month and year first above written.


 


	USI:	
        By: /s/ Jeffrey Panos - Riaz Khan,

        Chief Executive Officer

        For Jeffrey Panos, President

        Universal Settlements International Inc

        5500 North Service Road, Suite 703

        Burlington

        Ontario, L7L 6W6
 
		
	Purchaser:	
        By: /s/ Lorraine A. Fusco 

        Lorraine A. Fusco, President

        Crown Alliance Capital Limited

        3601 Highway 7 East, Suite 203

        Markham

        Ontario L3R 8X6

         



 


 





USI's Initials /s/ RK


Purchaser's Initials /s/ LF






     

     

    

Agreement between Universal Settlements International Inc.
and Crown Alliance Capital Limited


 


	Dated March 15, 2012	SCHEDULE 1


 


Summary of expected Premiums required on Policies


 


	Insurance
    Company	Policy
    Number	Premium
    Mode	March
    2012	April
    2012	May
    2012	June
    2012	July
    2012
	John Hancock	UL 1200324	Quarterly		$40,581.75			$40,581.75
	Lincoln Benefit	01N1214599	Monthly	$10,625.52	$2,850.00	$2,850.00	$2,850.00	$2,850.00
	AmerUs
    Life	26659270	Monthly	$14,719.32	$5,500.00	$5,500.00	$5,500.00	$5,500.00
	American General	A10123506L	Monthly	$4,500.00	$4,500.00	$4,500.00	$4,500.00	$4,500.00
	 	 	 	 	 	 	 	 
								
	TOTALS			$29,844.84	$53,431.75	$12,850.00	$12,850.00	$53,431.75


 


USI's Initials /s/ RK


Purchaser's Initials /s/ LF



     

     

    

 


ATTACHMENT A


 


POLICY SERVICE CONTRACT


 


Date: March 15, 2012


 


As of the executed date, Universal Settlements
International Inc. (USI) and Crown Alliance Capital Limited (Client) agree on the conditions set forth in the following contract:


 


1. That USI will diligently and reasonably
attempt to perform the Services, and USI will provide Insured information to Client on a quarterly basis.


 


2. That the Client will provide to USI
the Insured information to reasonably carry out the Tracking Services. This information is to include: (Contact Sheet is included)


 


3. That USI will not, nor is expected
to perform, any investigative Services.


 


4. Should USI find that the performance
of Services for any individual Insured is not possible or unreasonably difficult, USI shall be permitted to terminate services
for any such Insured with no penalty or fee attached, other than the loss of fees for that Insured alone.


 


5. That the term of this contract is
for a renewable one (1) year from the date of execution, but may be cancelled with a 30-day written notice by either party.


 


6. The Service fees are set out in Schedule
A, "Fee Schedule for Services", constituting an inseparable attachment of this contract.


 


7. USI will invoice for its services
on a quarterly basis. The Client shall remit to USI upon receipt of the respective invoice issued by USI.


 


8. That at its sole discretion, USI
might offer further services to the Client on a separate fee basis. These services might include the subcontracting of third party
companies.


 


Indemnification of USI


The Client expressly indemnifies USI
from any and all liability arising directly or indirectly from the aforementioned Services. That any information provided to the
Client by USI is for its internal use only and may not be distributed to any other individuals or companies without the written
permission of USI. Any business or credit decision made by the Client based wholly or in part on information provided by USI is
strictly at its own risk without any recourse against USI. That the above Contract is governed by the laws of the Province of Ontario
and that any disputes will be venued in the Province of Ontario.


 


	By: /s/ Riaz Khan		By: /s/ Lorraine A. Fusco
	Universal Settlements International Inc.		Crown Alliance Capital Limited
			 
	March 15, 2012		March 15, 2012
	Date of Signature		Date of Signature


 



     

     

    

 


CONTACT SHEET


For: Universal Settlements International
Inc.





 


	PERSONAL INFORMATION	 
	 	 
	Name:	 
	DOB:	 	
        SSN 
	
	Address:	 
	City, State, ZIP:	 
	Home Phone:	 
	Email:	 
	
        Preference of Contact:

        (Please Circle One)
	MAIL	PHONE	EMAIL	CONTACT
	Notes:	 
		 
	CONTACTS	 			
		 			
	Name:			Name:	
	Address:			Address:	
	City, State, ZIP:			City, State, ZIP:	
	Home Phone:			Home Phone:	
	Work Phone:			Work Phone:	
	Email:			Email:	
	Relationship:	 		Relationship:	
		 			
	PRIMARY CARE PHYSICIAN(S)/ Specialists
	Name:	 
	Address:	 
	City, State, ZIP:	 
	Phone:			Fax:	
	Email:	 
		 			
	Name:	 
	Address:	 
	City, State, ZIP:	 
	Phone:			Fax:	
	Email:				
		 			
	Signature:			Date:	
		Signed by: ______________			



     

     

    

 SCHEDULE A:


Fee Schedule for Services


 


Policy Management


- Set-up for servicing of Portfolios of policies


- Electronic Storage of Policy Documentation


- Periodic Standardized and/or Customized Portfolio Reporting


 


Premium Management


- Optimize premiums to mitigate against overfunding/underfunding
of premiums


- Notification of premium due at least thirty (30) days prior
to premium due date


- Verify the insurer has received corresponding premium paid
by client


- Review and Analysis of Annual Reports


- Annual Request for Verification


- Requirements;


- Full Name


- Tracking Services


- Date of Birth


- Social Insurance Number of the Insured


- Tax ID Number or EID#


- Copy of Policy


- Annual Statements


- Premium Notices


- Verification of Coverage's


- Illustrations from the last 2 years


 


Tracking Services


- Annual Contact with the Insured or Insured Representative


- Weekly Electronic Demise Verification


- Quarterly Servicing Activity Reports


- USI shall provide a notice to the Client at the death of
each Insured covered by this Contract


- Requirements; (Attached is the 'Insured Contact Sheet')


- Full Name


- Date of Birth


- Social Insurance Number


- Current Address


- Current Phone Numbers


- Email Contact


 


Total: $45.00/per month per Policy


 


 


	Policy Maturity Servicing	$250.00 for all services per policy


- Obtain Death Certificate


-  Coordination of Claim Documentation


-  Submit death claim to the insurer and follow up to
ensure timely payment


 


	Life Expectancy Review	$25.00/per
    hour of work + Expenses


-  Request for executed HIPAA's from Insured


-  Request and receipt of Medical Records once annually


-  Order one or more updated Life Expectancy of the insured


(as client requests)


-  Performance review of policy based on updated Life
Expectancy Information