AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 3rd, 2023 • Vericity, Inc. • Life insurance • Delaware
This AGREEMENT AND PLAN OF MERGER (together with all annexes, schedules and exhibits hereto, this “Agreement”), dated as of October 3, 2023, is by and among iA American Holdings Inc., a Delaware corporation (“Parent”), Long Grove Acquisition Corp., a Delaware corporation and wholly-owned direct subsidiary of Parent (“Merger Sub”), and Vericity, Inc., a Delaware corporation (the “Company”), and, solely for purposes of Section 6.03 and Article IX, iA Financial Corporation, Inc., a Canadian corporation (“Guarantor”).
AMENDED AND RESTATED GUARANTYGuaranty • June 4th, 2019 • Vericity, Inc. • Life insurance • Delaware
This Amended and Restated Guaranty, dated as of March 26, 2019 (this “Guaranty”), is made by J.C. Flowers IV L.P., a Cayman Islands exempted limited partnership (the “Guarantor”) in favor of Members Mutual Holding Company, an Illinois mutual insurance holding company (“Members Mutual”) and Vericity, Inc., a Delaware corporation (“HoldCo”). This Guaranty amends and restates in its entirety that certain guaranty dated as of October 5, 2018 by Guarantor, Members Mutual and Holdco. Reference is hereby made to the Amended and Restated Standby Stock Purchase Agreement, dated as of the date hereof (the “Agreement”), by and among Apex Holdco L.P., a Delaware limited partnership (the “Standby Purchaser”), HoldCo and Members Mutual. Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement, provided, that for purposes of this Guaranty the words “the parties hereto” in the definition of Applicable Law mean the parties to this Guaranty.
APEX HOLDCO L.P.Joinder Agreement • November 14th, 2019 • Vericity, Inc. • Life insurance • Delaware
THIS CLASS B UNIT AWARD AGREEMENT (the “Agreement”) is made as of [●] (the “Grant Date”) by Apex Holdco L.P., a Delaware limited partnership (the “Company”), and [___________________] (the “Participant”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 4th, 2019 • Vericity, Inc. • Life insurance • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of __________, 2018, between Vericity, Inc., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
INDEMNITY REINSURANCE AGREEMENT (TRANSITION BLOCK) by and between COMBINED INSURANCE COMPANY OF AMERICA (“REINSURER”) and FIDELITY LIFE ASSOCIATION (“COMPANY”) Effective as of Coinsurance Effective DateIndemnity Reinsurance Agreement • June 4th, 2019 • Vericity, Inc. • Life insurance • Illinois
THIS INDEMNITY REINSURANCE AGREEMENT (the “Agreement”), effective as of the Coinsurance Effective Date, is made and entered into by and between Fidelity Life Association, an Illinois domiciled life, accident and health insurance company (“Company”) and Combined Insurance Company of America, an Illinois domiciled accident and health insurance company (“Reinsurer”).
EMPLOYMENT AGREEMENTEmployment Agreement • June 4th, 2019 • Vericity, Inc. • Life insurance • Illinois
Vericity Holdings, Inc., a Delaware corporation (the “Company”), and (“Executive”) (collectively, the “Parties”) agree to enter into this EMPLOYMENT AGREEMENT dated as of (“Agreement”) as follows:
Reinsurance Agreement #I486326US-14 This Automatic Self Administered Coinsurance Reinsurance Agreement Effective February 21, 2014 (the “Effective Date”), subject to Exhibit A (hereinafter referred to as the “Agreement”) is made between Fidelity Life...Reinsurance Agreement • June 4th, 2019 • Vericity, Inc. • Life insurance • Illinois
This Agreement is an indemnity reinsurance agreement solely between the Company and the Reinsurer. The acceptance of risks under this Agreement by the Reinsurer will create no right or legal relation between the Reinsurer and the insured, owner, beneficiary, or assignee of any insurance policy of the Company.
LICENSE AGREEMENTLicense Agreement • June 4th, 2019 • Vericity, Inc. • Life insurance • Illinois
This Agreement is made the 1st day of October, 2012, (“Effective Date”) by and between Fidelity Life Association, (hereinafter referred to as (“FLA” or “Licensor”), an Illinois insurance corporation, James Harkensee (hereinafter referred to as “Inventor”), an individual, both having a place of business at 8700 W. Bryn Mawr Avenue, Chicago, Illinois, and Combined Insurance Company of America, a corporation (hereinafter referred to as “Combined” or “Licensee”), having its principal place of business at 1000 N. Milwaukee Avenue, Glenview, Illinois, individually referred to as “Party” and collectively as the “Parties”.
STANDBY STOCK PURCHASE AGREEMENT DATED AS OF OCTOBER 5, 2018 BY AND AMONG APEX HOLDCO L.P., VERICITY, INC., MEMBERS MUTUAL HOLDING COMPANY, AND FIDELITY LIFE ASSOCIATIONStock Purchase Agreement • October 5th, 2018 • Vericity, Inc. • Life insurance • Illinois
This STANDBY STOCK PURCHASE AGREEMENT is dated as of October 5, 2018, by and among APEX HOLDCO L.P., a Delaware limited partnership (the “Standby Purchaser”), VERICITY, INC., a Delaware corporation (“HoldCo”), MEMBERS MUTUAL HOLDING COMPANY, an Illinois mutual insurance holding company (“Members Mutual”), and solely with respect to Section 1.4(e)(iii), Fidelity Life Association, an Illinois legal reserve life insurance company (“Fidelity Life”). Any capitalized term used and not immediately defined is defined in Section 9.12 of this Agreement.
APEX HOLDCO L.P.Joinder Agreement • November 14th, 2019 • Vericity, Inc. • Life insurance • Delaware
THIS CLASS B UNIT AWARD AGREEMENT (the “Agreement”) is made as of [●] (the “Grant Date”) by Apex Holdco L.P., a Delaware limited partnership (the “Company”), and [___________________] (the “Participant”).
Reinsurance Agreement #I478580US-13 This Automatic Self Administered Accidental Death Benefit Rider Policy Coinsurance. Reinsurance Agreement Effective June 1, 2013 (the “Effective Date”) (hereinafter referred to as the “Agreement”) is made between...Reinsurance Agreement • June 4th, 2019 • Vericity, Inc. • Life insurance • Illinois
This Agreement is an indemnity reinsurance agreement solely between the Company and the Reinsurer. The acceptance of risks under this Agreement by the Reinsurer will create no right or legal relation between the Reinsurer and the insured, owner, beneficiary, or assignee of any insurance policy of the Company.
AMENDED AND RESTATED STANDBY STOCK PURCHASE AGREEMENTStandby Stock Purchase Agreement • June 4th, 2019 • Vericity, Inc. • Life insurance • Illinois
This AMENDED AND RESTATED STANDBY STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of March 26, 2019, by and among APEX HOLDCO L.P., a Delaware limited partnership (the “Standby Purchaser”), VERICITY, INC., a Delaware corporation (“HoldCo”), MEMBERS MUTUAL HOLDING COMPANY, an Illinois mutual insurance holding company (“Members Mutual”), and solely with respect to Section 1.4(e)(iii), Fidelity Life Association, an Illinois legal reserve life insurance company (“Fidelity Life”). Any capitalized term used and not immediately defined is defined in Section 9.12 of this Agreement. This Agreement amends and restates that certain Standby Stock Purchase Agreement entered into by the parties hereto as of October 5, 2018 in its entirety.
AUTOMATIC COINSURANCE AGREEMENT (the “Agreement”) Effective: January 1, 2012 between FIDELITY LIFE ASSOCIATION Chicago, ILLINOIS (the “Company”) and HANNOVER LIFE REASSURANCE COMPANY OF AMERICA ORLANDO, FLORIDA (the “Reinsurer”) Treaty No....Illegible Illegible Illegible Illegible Illegible • October 5th, 2018 • Vericity, Inc. • Life insurance • Illinois
Vericity, Inc. Up to 20,125,000 Shares COMMON STOCK ($0.001 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT April [ ], 2019Agency Agreement • June 4th, 2019 • Vericity, Inc. • Life insurance • New York
Vericity, Inc., a Delaware corporation (“Vericity”), Members Mutual Holding Company, an Illinois mutual insurance holding company (in both mutual and converted stock form “Members Mutual”), and Fidelity Life Association, an Illinois legal reserve life insurance company (“Fidelity,” and together with Vericity and Members Mutual, the “Vericity Parties”), hereby confirm, jointly and severally, their agreement (the “Agreement”) with Raymond James & Associates, Inc. (“Raymond James”) and Griffin Financial Group, LLC (“Griffin” and collectively with Raymond James, the “Agents”), as follows:
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • June 4th, 2019 • Vericity, Inc. • Life insurance • New York
THIS AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Agreement”) is made as of this 20 day of April, 2018, by and between HANNOVER LIFE REASSURANCE COMPANY OF AMERICA (BERMUDA) LTD., a Bermuda insurance company (“Purchaser”), FIDELITY LIFE ASSOCIATION, a Legal Reserve Life Insurance Company organized under the laws of the State of Illinois (“Seller”), and EFINANCIAL, LLC, a Washington limited liability company (“Seller’s Designee”).
Amendment No. 1 to Amended and Restated Purchase and Sale AgreementVericity, Inc. • June 4th, 2019 • Life insurance
WHEREAS, HANNOVER LIFE REASSURANCE COMPANY OF AMERICA (BERMUDA) LTD. (“Purchaser”), FIDELITY LIFE ASSOCIATION (“Seller”) and EFINANCIAL, LLC (“Seller’s Designee”) entered into that certain Amended and Restated Purchase and Sale Agreement (the “A&R PSA”) dated as of April 20, 2018;
ESCROW AGREEMENTEscrow Agreement • March 27th, 2019 • Vericity, Inc. • Life insurance • New York
This ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this “Agreement”) is made and entered into as of December , 2018, by and among Raymond James & Associates, Inc., a Florida corporation (the “Placement Agent”), Vericity, Inc., a Delaware corporation (the “Company”, and together with the Placement Agent, sometimes referred to individually as “Party” or collectively as the “Parties”) and Computershare Trust Company, N.A. (the “Escrow Agent”).
AMENDED AND RESTATED REINSURANCE AGREEMENT between Fidelity Life Association, A Legal Reserve Life Insurance Company Chicago, Illinois and Hannover Life Reassurance Company of America Orlando, Florida Effective as of July 1, 2016Reinsurance Agreement • October 5th, 2018 • Vericity, Inc. • Life insurance • Illinois
This Amended and Restated Reinsurance Agreement (this “Agreement”) is made and entered into by and between Fidelity Life Association, A Legal Reserve Life Insurance Company (hereinafter referred to as the “Ceding Company”) and Hannover Life Reassurance Company of America (hereinafter referred to as the “Reinsurer”). This Agreement shall be effective as of July 1, 2016 (the “Amended and Restated Effective Date”).
INDEMNITY REINSURANCE AGREEMENT (COMBINED BLOCK) by and between FIDELITY LIFE ASSOCIATION (“REINSURER”) and COMBINED INSURANCE COMPANY OF AMERICA (“COMPANY”) Effective as of Coinsurance Effective DateIndemnity Reinsurance Agreement • June 4th, 2019 • Vericity, Inc. • Life insurance • Illinois
THIS INDEMNITY REINSURANCE AGREEMENT (the “Agreement”), effective as of the Coinsurance Effective Date, is made and entered into by and between Combined Insurance Company of America, an Illinois domiciled life, accident and health insurance company (“Company”) and Fidelity Life Association, an Illinois domiciled accident and health insurance company (“Reinsurer”).
AGREEMENT AND PLAN OF MERGER by and among IA AMERICAN HOLDINGS INC., Long Grove Acquisition Corp., VERICITY, INC. and IA FINANCIAL CORPORATION, INC. (solely for purposes of Section 6.03 and Article IX) Dated as of October 3, 2023Agreement and Plan of Merger • June 28th, 2024 • Vericity, Inc. • Life insurance • Delaware
This AGREEMENT AND PLAN OF MERGER (together with all annexes, schedules and exhibits hereto, this “Agreement”), dated as of October 3, 2023, is by and among iA American Holdings Inc., a Delaware corporation (“Parent”), Long Grove Acquisition Corp., a Delaware corporation and wholly-owned direct subsidiary of Parent (“Merger Sub”), and Vericity, Inc., a Delaware corporation (the “Company”), and, solely for purposes of Section 6.03 and Article IX, iA Financial Corporation, Inc., a Canadian corporation (“Guarantor”).
