EXHIBIT 99.2 SETTLEMENT AGREEMENT AND LIMITED RELEASE THIS SETTLEMENT AGREEMENT AND LIMITED RELEASE (hereinafter, the "Settlement Agreement"), effective upon execution by all parties hereto, is made and entered into by and between FIRST AMERICAN...Settlement Agreement • August 13th, 2003 • First American Capital Corp /Ks • Life insurance • Kansas
---------------------- ----------------------- ---------------------- ---------------------- LOAN NUMBER LOAN NAME ACCT. NUMBER NOTE DATE INITIALSPromissory Note • March 31st, 2006 • First American Capital Corp /Ks • Life insurance • Kansas
INTEREST: I agree to pay interest on the outstanding principal balances from 03-02-2005 at the rate of 8.000 % per year until 02-15-2015. ---------- ------ ---------- [ ] Variable Rate: This rate may then change as stated below. [ ] Index Rate: The...Loan Agreement • March 31st, 2006 • First American Capital Corp /Ks • Life insurance
This Automatic Reinsurance Agreement (hereinafter referred to as the "Agreement") is made between First Life America Corporation, a Kansas insurance company and Wilton Reassurance Company a Minnesota insurance company Effective January 1, 2005Automatic Reinsurance Agreement • March 31st, 2006 • First American Capital Corp /Ks • Life insurance
Exhibit 7.a STOCK PURCHASE AND SALE AGREEMENT THIS STOCK PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into as of this 6th day of October, 2006, by and between Brooke Corporation, a Kansas corporation ("Buyer"), and First American Capital...Stock Purchase and Sale Agreement • December 19th, 2006 • First American Capital Corp /Ks • Life insurance • Kansas
RECITALSEmployment Agreement • August 19th, 2005 • First American Capital Corp /Ks • Life insurance • Kansas
Shares subject to this Irrevocable Proxy: -------Irrevocable Proxy • December 18th, 2006 • First American Capital Corp /Ks • Life insurance
FIRST AMERICAN CAPITAL CORPORATION WARRANTWarrant Agreement • March 31st, 2005 • First American Capital Corp /Ks • Life insurance • Kansas
BROOKE CAPITAL CORPORATIONRestricted Shares Agreement • March 14th, 2008 • Brooke Capital Corp • Life insurance • Kansas
This Restricted Shares Agreement (“Agreement”) is entered into by and between BROOKE CAPITAL CORPORATION, a Kansas corporation (the “Company”), and the recipient named below (the “Recipient”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 28th, 2008 • Brooke Capital Corp • Life insurance
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is entered into as of July 18, 2008 (the “Effective Date”), by and among First Trinity Financial Corporation, an Oklahoma corporation (“Buyer”), First Life America Corporation, a life insurance company organized under the laws of the State of Kansas (the “Company”) and Brooke Capital Corporation, a Kansas corporation (“Seller”).
ARTICLE I REPURCHASE AND SALE OF BROOKE SHARESStock Repurchase Agreement • March 31st, 2005 • First American Capital Corp /Ks • Life insurance • Kansas
MANAGEMENT AGREEMENT This agreement is entered into this day of , 1998 between First American Capital Corporation, incorporated under the laws of and domiciled in the State of Kansas (hereinafter referred to as "the Company") and First Alliance...Management Agreement • August 13th, 1999 • First American Capital Corp /Ks • Life insurance • Kansas
COMMERCIAL AND INDUSTRIAL LEASE AGREEMENT (For Use by members of the Topeka Board of REALTORS, Inc.) THIS LEASE is made this 11th day of July 1996 between Bowman Properties, Inc., LESSOR and First American Capital Corporation, LESSEE. LESSOR hereby...Commercial Lease Agreement • August 13th, 1999 • First American Capital Corp /Ks • Life insurance
OPERATING AGREEMENT OF FIRST COMPUTER SERVICES, LLC THE INTERESTS IN THIS COMPANY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED...Operating Agreement • November 15th, 2004 • First American Capital Corp /Ks • Life insurance
EMPLOYMENT AGREEMENT This employment agreement is entered into this day of , 1998 between First American Capital Corporation ("FACC"), a Kansas Corporation, and Rickie D. Meyer ("Executive"), Topeka, Kansas. FACC hereby agrees to employ Executive in...Employment Agreement • August 13th, 1999 • First American Capital Corp /Ks • Life insurance • Kansas
ContractWarrant Agreement • March 1st, 2007 • First American Capital Corp /Ks • Life insurance • Kansas
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM. THE WARRANT EVIDENCED HEREBY IS NOT TRANSFERABLE.
EMPLOYMENT AGREEMENT This employment agreement is entered into this day of , 1998 between First American Capital Corporation ("FACC"), a Kansas Corporation, and Chris J. Haas ("Executive"), Lexington, Kentucky. FACC hereby agrees to employ Executive...Employment Agreement • August 13th, 1999 • First American Capital Corp /Ks • Life insurance • Kansas
AMENDED AND RESTATED SERVICING AND TAX ALLOCATION AGREEMENT BETWEEN BROOKE CORPORATION BROOKE FRANCHISE CORPORATION AND BROOKE CAPITAL CORPORATIONServicing and Tax Allocation Agreement • November 19th, 2007 • Brooke Capital Corp • Life insurance • Kansas
This Amended and Restated Servicing and Tax Allocation Agreement was made and entered into originally as of January 1, 2007 (the “Original Agreement”), and is hereby amended and restated in its entirety as of this 15th day of November, 2007 (the “Agreement”), by and between Brooke Franchise Corporation, a Missouri Corporation (the “BFC “), Brooke Corporation, a Kansas corporation (“BC”), and Brooke Capital Corporation, a Kansas corporation formerly known as First American Capital Corporation (“BCC”).
PLEDGE AGREEMENTPledge Agreement • January 4th, 2008 • Brooke Capital Corp • Life insurance • Missouri
This Pledge Agreement (the “Agreement”) is made as of December 31, 2007, between BROOKE CORPORATION, a Kansas corporation (the “Parent”), as pledgor, and CITIZENS BANK AND TRUST COMPANY, a Missouri banking corporation (the “Bank”), as pledgee.
SERVICING AGREEMENT BETWEEN BROOKE CORPORATION AND BROOKE CAPITAL ADVISORS, INC.Servicing Agreement • April 25th, 2007 • First American Capital Corp /Ks • Life insurance • Kansas
This Servicing Agreement (this “Agreement”) is made and entered into as of March 21, 2007, by and between Brooke Capital Advisors, Inc., a Kansas corporation (“BCA”), and Brooke Corporation, a Kansas corporation (“BROOKE”).
EXHIBIT 10.2 TERMINATION AND RELEASE AGREEMENT THIS TERMINATION AND RELEASE AGREEMENT (this "Agreement") is made and entered into this 17th day of September, 2002 by and between First American Capital Corporation, a Kansas corporation ("FACC"), and...Termination and Release Agreement • September 25th, 2002 • First American Capital Corp /Ks • Life insurance • Kansas
ContractWarrant Agreement • March 1st, 2007 • First American Capital Corp /Ks • Life insurance • Kansas
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION THEREFROM. THE WARRANT EVIDENCED HEREBY IS NOT TRANSFERABLE.
Exhibit 10.5 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of February 16, 2004, is made by and between First American Capital Corporation, a Kansas Corporation (the "Company"), and John Van Engelen ("Executive"). RECITALS WHEREAS, the...Employment Agreement • November 15th, 2004 • First American Capital Corp /Ks • Life insurance
Exhibit 10.6 INTERCOMPANY TAX SHARING AGREEMENT This Intercompany Tax Sharing Agreement (this "Agreement") is made entered into by and between First American Capital Corporation ("FACC" and "Parent") and First Life America Corporation ("FLAC" and...Intercompany Tax Sharing Agreement • March 29th, 2004 • First American Capital Corp /Ks • Life insurance
COMMERCIAL LEASE AGREEMENT (Month-to-Month)Commercial Lease Agreement • March 1st, 2007 • First American Capital Corp /Ks • Life insurance
THIS LEASE (“Lease”) is entered into pursuant to the following terms and conditions, inclusive of the basic information and definitions set forth in the Schedule.
ADMINISTRATIVE SERVICES AGREEMENT This Administrative Services Agreement ("Agreement") is made and entered into by and between First American Capital Corporation, a Kansas corporation ("Administrator"), and First Life America Corporation, a Kansas...Administrative Services Agreement • March 31st, 2003 • First American Capital Corp /Ks • Life insurance • Kansas
SERVICING AGREEMENT BETWEEN BROOKE CORPORATION AND FIRST AMERICAN CAPITAL CORPORATIONServicing Agreement • March 1st, 2007 • First American Capital Corp /Ks • Life insurance • Kansas
This Servicing Agreement (this “Agreement”) is made and entered into as of December 8, 2006, by and between First American Capital Corporation, a Kansas corporation (“FACC”), and Brooke Corporation, a Kansas corporation (“BROOKE”).
AGREEMENT THIS AGREEMENT, made and entered into this _____ day of ___________, 19____, by and between First American Capital Corporation, a Kansas corporation, with offices in the city of Topeka, County of Shawnee, and State of Kansas, (Hereinafter...Advisory Board Agreement • March 31st, 1999 • First American Capital Corp /Ks
STOCK PLEDGE AND SECURITY AGREEMENTStock Pledge and Security Agreement • March 14th, 2008 • Brooke Capital Corp • Life insurance • Kansas
This Stock Pledge and Security Agreement (“Pledge Agreement”) is entered into to secure payment of Debtor’s loan (“Loan”) in the amount of TWELVE MILLION THREE HUNDRED EIGHTY-TWO THOUSAND DOLLARS ($12,382,000.00), with interest, as evidenced by a Note of even date herewith and other Loan Documents including, but not limited to, the Commercial Loan Agreement, the Note, this Pledge Agreement, the Guaranty, and any other loan documents to secure performance by Debtor of its obligations under the Note and other loan documents (hereinafter referred to as the “Obligations”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 16th, 2007 • First American Capital Corp /Ks • Life insurance • Kansas
This Stock Purchase Agreement (this “Agreement”) is made and entered into on February 14, 2007, by and among First American Capital Corporation, a Kansas corporation (“Buyer”), and Brooke Brokerage Corporation, a Kansas corporation (“Seller”).
EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT, dated as of November 1, 2000, is made by and between First American Capital Corporation, a Kansas corporation (the "Company"), and Phillip M. Donnelly ("Executive"). RECITALS WHEREAS, the Company desires...Employment Agreement • March 31st, 2003 • First American Capital Corp /Ks • Life insurance
BROOKE CAPITAL CORPORATIONRestricted Shares Agreement • March 14th, 2008 • Brooke Capital Corp • Life insurance
THIS AMENDMENT (the “Amendment”), made this 25th day of February, 2008, is between Brooke Capital Corporation, a Kansas corporation (the “Company”), and William R. Morton, Jr. (the “Recipient”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • November 19th, 2007 • Brooke Capital Corp • Life insurance • Kansas
This TRADEMARK LICENSE AGREEMENT (the “Agreement”) is made this 15th day of November, 2007, by and among BROOKE CORPORATION, a Kansas corporation (“Licensor”), and BROOKE CAPITAL CORPORATION, a Kansas corporation (“Licensee”).
Termination AgreementTermination Agreement • March 14th, 2008 • Brooke Capital Corp • Life insurance
This Termination Agreement is made as of this l2th day of December 2007, and is between Brooke Capital Corporation (formerly named First American Capital Corporation), a Kansas corporation (“Buyer”), and Brooke Brokerage Corporation, a Kansas corporation (“Seller”).
Exhibit E IRREVOCABLE PROXY 1. If Brooke Corporation, a Kansas corporation ("Buyer") breaches its covenant in the first sentence of Section 1.3(c) (a "Breach") of the Stock Purchase and Sale Agreement (the "Purchase Agreement") dated October 6, 2006...Irrevocable Proxy • December 19th, 2006 • First American Capital Corp /Ks • Life insurance
