In exchange for the “waterfall distribution” of the death benefits payable under the policy as set forth below, the Funder will pay the premiums due for the policy until the policy terminates either by maturity (the “Matured Policy”) or another cause, such as an age limit on the insured, but other than lapse.

When the proceeds of a Matured Policy become payable on the insured’s death, the proceeds will be distributed under Option 1 as follows:

first, to the Funder and the Policyowners (ourselves) to reimburse these persons for their reasonable costs incurred in connection with the preparation and review of documentation for this transaction with the Funder (the “Transaction”); the unreimbursed Transaction costs accrued at the time a policy matures will be divided among all of the policies, including the Matured Policy, based on their respective face amounts;

second, to the Funder’s affiliate Lifetrade Management Co., N.V., and any other Administrative Agent(s) approved by the Funder an amount equal to all accrued fees due and owing to such Administrative Agents and to the Funder an amount equal to all such amounts previously paid by the Funder to such Administrative Agents in respect of the Matured Policy at such time;

third, to the Funder and any other indemnified party affiliated with the Funder the amount, if any, of all accrued and unpaid fees, reimbursements and indemnities owing to the Funder and such other indemnified parties under the Transaction Documents, e.g., fees and expenses related to the Matured Policy, and a portion of the indirect overhead expenses related to administration of these proposed agreements; the indirect, unreimbursed costs accrued at the time a policy matures will be divided among all of the then in-force policies, including the Matured Policy, based on their respective face values;

fourth, to the Option 1 investors who (while acting in an Option 2 investor capacity) made subsequent investments in the Matured Policy based on the Option 1 investor’s subsequent investment in the Matured Policy divided by the total subsequent investments in the Matured Policy by all Option 1 investors, but not to exceed such investor’s subsequent investments in that Matured Policy;

fifth, to each investor in the Matured Policy an amount based on the investor’s Original Percentage Interest but not to exceed such investor’s initial principal investment in that Matured Policy; the Original Percentage Interest is equal to the investor’s initial principal investment divided by the total initial principal investment in that Policy, and

sixth, the remainder of the proceeds on such Matured Policy, if any, to the Funder.

Each distribution in the waterfall is made only after giving effect to the distributions under the proceeding paragraphs. This waterfall distribution provides an incentive for the Funder to control its costs by granting Funder a contingent right to receive a residual amount of the death benefit payable under the Policy(ies) in which you have made an investment.

Under the Funder’s agreement, and as set forth in the joinder agreement, you will be required irrevocably to consent to the exclusive jurisdiction of United States of America courts with respect to the transactions described herein.

Under the Funder’s agreement, and as set forth in the joinder agreement, you will be required to consent and agree to all of the terms and conditions of the proposed arrangement offered by the Funder and must agree to indemnify and hold harmless the Funder on terms and conditions described in the attached agreement.

Except as modified by the Funder’s agreement, the trustee and purchase agreements that you signed when you made this investment with VESPERS remain in force, including the provisions providing indemnification protection to the Policyowners. In this regard, please understand that under a separate agreement VESPERS will waive all of its rights under those agreements if 60% of investors approve Option 1. This waiver agreement does not affect VESPERS obligations to investors.

An Administrative Agent, Lifetrade Management Company, N.V., will administer Option 1 and Option 2. Lifetrade Management Company, N.V., is an affiliate of the Funder.