FORM OF INDEMNITY AGREEMENTIndemnification Agreement • November 21st, 2022 • East Resources Acquisition Co • Investment advice • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 16, 2021, by and between East Resources Acquisition Company, a Delaware corporation (the “Company”), and Thomas A. Lopus(“Indemnitee”).
30,000,000 Units East Resources Acquisition Company UNDERWRITING AGREEMENT July 23, 2020Underwriting Agreement • July 27th, 2020 • East Resources Acquisition Co • Blank checks • New York
East Resources Acquisition Company, a corporation organized under the laws of Delaware (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representative (the “Representative”), 30,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,500,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capita
FORM OF WARRANT AGREEMENTWarrant Agreement • July 2nd, 2020 • East Resources Acquisition Co • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2020, is by and between East Resources Acquisition Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
East Resources Acquisition Company 7777 NW Beacon Square Boulevard Boca Raton, FL 33487-1316Securities Subscription Agreement • July 2nd, 2020 • East Resources Acquisition Co • Blank checks • New York
This agreement (the “Agreement”) is entered into on June 1, 2020 by and between East Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and East Resources Acquisition Company, a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares (the “Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • July 27th, 2020 • East Resources Acquisition Co • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 23, 2020, by and between East Resources Acquisition Company, a Delaware corporation (the “Company”), and Adam Gusky (“Indemnitee”).
ABACUS LIFE, INC., ISSUER AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, TRUSTEE SENIOR DEBT SECURITIES INDENTURE Dated as of November 10, 2023Indenture • November 13th, 2023 • Abacus Life, Inc. • Investment advice • New York
INDENTURE, dated as of November 10, 2023, between ABACUS LIFE, INC., a corporation duly incorporated and existing under the laws of the State of Delaware (the “Company”), having its principal office at 2101 Park Center Drive, Suite 170, Orlando, Florida 32835 and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Trustee (the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 27th, 2020 • East Resources Acquisition Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 23, 2020, is made and entered into by and among East Resources Acquisition Company, a Delaware corporation (the “Company”), East Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
East Resources Acquisition Company Boca Raton, Florida 33487 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • July 2nd, 2020 • East Resources Acquisition Co • Blank checks
This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and between East Resources Acquisition Company, a Delaware corporation (the “Company”), and Wells Fargo Securities, LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 30,000,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pu
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • July 13th, 2022 • East Resources Acquisition Co • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 16, 2021, by and between East Resources Acquisition Company, a Delaware corporation (the “Company”), and Thomas A. Lopus(“Indemnitee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • July 2nd, 2020 • East Resources Acquisition Co • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of July 2, 2020, between East Resources Acquisition Company, a Delaware corporation (the “Company”), and East Asset Management, LLC, a Delaware limited liability company (the “Purchaser”).
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • July 2nd, 2020 • East Resources Acquisition Co • Blank checks • Delaware
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of July 2, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between East Resources Acquisition Company, a Delaware corporation (the “Company”), and East Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 25th, 2023 • Abacus Life, Inc. • Investment advice • Delaware
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between ABACUS LIFE, INC., a Delaware corporation (the “Employer”), and [NAME OF EXECUTIVE], an individual (the “Executive”).
10,000,000 Shares ABACUS LIFE, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 24th, 2024 • Abacus Life, Inc. • Investment advice • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 27th, 2020 • East Resources Acquisition Co • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between East Resources Acquisition Company (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $____________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 2nd, 2020 • East Resources Acquisition Co • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between East Resources Acquisition Company (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $____________ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
ContractSubordination Agreement • July 6th, 2023 • Abacus Life, Inc. • Investment advice
THIS INSTRUMENT AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF JULY 5, 2023, BY AND AMONG ABACUS INVESTMENT SPV, LLC (“SUBORDINATED CREDITOR”), OWL ROCK CAPITAL CORPORATION, AS AGENT FOR ALL SENIOR LENDERS PARTY TO THE SENIOR LOAN AGREEMENT (AS SUCH TERMS ARE DEFINED IN THE SUBORDINATION AGREEMENT) (IN SUCH CAPACITY, THE “SENIOR AGENT”), ABACUS LIFE, INC., A DELAWARE CORPORATION (“BORROWER”), AND EACH OTHER LOAN PARTY PARTY THERETO, AND THE OTHER SENIOR DEBT DOCUMENTS (AS DEFINED IN THE SUBORDINATION AGREEMENT) TO THE SENIOR DEBT (AS DEFINED IN THE SUBORDINATION AGREEMENT, AND SUCH INDEBTEDNESS CONSTITUTES “SUBORDINATED DEBT” FOR ALL PURPOSES OF THE SUBORDINATION AGREEMENT). THE SUBORDINATED CREDITOR AND EACH OTHER CREDITOR UNDER THE SUBORDINATED DEBT DOCUMENTS (AS DEFINED IN THE
FIRST SUPPLEMENTAL INDENTURE between ABACUS LIFE, INC. and Dated as of November 10, 2023First Supplemental Indenture • November 13th, 2023 • Abacus Life, Inc. • Investment advice
THIS FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of November 10, 2023, is between Abacus Life, Inc., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Except as otherwise set forth herein, all capitalized terms used herein shall have the meaning set forth in the Base Indenture (as defined below).
ABACUS LIFE, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • November 6th, 2023 • Abacus Life, Inc. • Investment advice • New York
Abacus Life, Inc., a Delaware corporation (the “Company”), confirms its agreements with Piper Sandler & Co. (“Piper Sandler”) and each of the other underwriters named in Exhibit A hereto (each, an “Underwriter,” and collectively, the “Underwriters,” which term shall also include any underwriter substituted as provided in Section 7 hereof), for whom Piper Sandler is acting as the representative (in such capacity, the “Representative”), (i) with respect to the issuance and sale by the Company of $31,000,000 aggregate principal amount (the “Initial Securities”) of the Company’s 9.875% Fixed Rate Senior Notes due 2028 (the “Notes”), and the purchase by the Underwriters, acting severally and not jointly, of the aggregate principal amount of Initial Securities set forth opposite their respective names in Exhibit A hereto, and (ii) with respect to the grant by the Company to the Underwriters of the option described in Section 2(b) hereof to purchase all or any part of $4,650,000 aggregate pri
WARRANT AGREEMENTWarrant Agreement • July 27th, 2020 • East Resources Acquisition Co • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 23, 2020, is by and between East Resources Acquisition Company, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
ASSET PURCHASE AGREEMENT BETWEEN ABACUS INVESTMENT SPV, LLC as Seller AND ABACUS LIFE, INC. as Purchaser Dated as of July 5, 2023Asset Purchase Agreement • July 6th, 2023 • Abacus Life, Inc. • Investment advice • New York
This ASSET PURCHASE AGREEMENT, dated as of July 5, 2023 (the “Agreement”), is between Abacus Investment SPV, LLC, a Delaware limited liability company (“Seller”), and Abacus Life, Inc., a Delaware corporation (formerly, East Resources Acquisition Company) (“Purchaser”). Each of Seller and Purchaser is, individually, a “Party,” and, collectively the “Parties.”
CREDIT AGREEMENT among ABACUS LIFE, INC., as Borrower THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, OWL ROCK CAPITAL CORPORATION, as Administrative Agent and Collateral Agent Dated as of July 5, 2023 OWL ROCK CAPITAL ADVISORS LLC as Lead...Credit Agreement • July 6th, 2023 • Abacus Life, Inc. • Investment advice • New York
CREDIT AGREEMENT, dated as of July 5, 2023, among ABACUS LIFE, INC., a Delaware corporation (as further defined in subsection 1.1, the “Borrower”), the several banks and other Persons from time to time party to this Agreement as lenders (as further defined in subsection 1.1, the “Lenders”), OWL ROCK CAPITAL CORPORATION, as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, and, as further defined in subsection 1.1, the “Administrative Agent” and “Collateral Agent”).
EQUITY REGISTRATION RIGHTS AGREEMENTEquity Registration Rights Agreement • December 2nd, 2024 • Abacus Life, Inc. • Investment advice • New York
THIS EQUITY REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 2, 2024, is made and entered into by and among Abacus Life, Inc., a Delaware corporation (the “Company”) and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
EAST RESOURCES ACQUISITION COMPANYAdministrative Services Agreement • December 1st, 2020 • East Resources Acquisition Co • Blank checks • New York
This letter agreement, by and between East Resources Acquisition Company (the “Company”) and JKLM Energy, LLC (“JKLM”), dated as of the date hereof and effective as of July 24, 2020, will confirm our agreement that, commencing on the date the securities of the Company were first listed (the “Listing Date”) on the NASDAQ Capital Market (“NASDAQ”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”).
From: East Asset Management, LLC, a Delaware limited liability company (“Purchaser”) Re: Termination of Forward Purchase AgreementTermination of Forward Purchase Agreement • December 2nd, 2022 • East Resources Acquisition Co • Investment advice • New York
Reference is made to that certain Forward Purchase Agreement, dated as of July 2, 2020, by and between the Company and Purchaser (the “Forward Purchase Agreement” and, the transactions contemplated therein, the “Transaction”) for the forward purchase of certain equity securities of the Company in connection with the Business Combination. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Forward Purchase Agreement.
ABACUS LIFE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (ABACUS LIFE, INC. AMENDED AND RESTATED 2024 LONG-TERM EQUITY COMPENSATION PLAN )Restricted Stock Unit Award Agreement • December 16th, 2024 • Abacus Life, Inc. • Investment advice • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, (this “Agreement”), dated as of [ ] (the “Date of Grant”), is made by and between Abacus Life, Inc., a Delaware corporation (the “Company”), and [ ] (the “Grantee” or “you” or “your”).
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 20th, 2023 • East Resources Acquisition Co • Investment advice
This Second Amendment (“Second Amendment”) to the Merger Agreement (as defined below) is entered into as of April 20, 2023, by and among East Resources Acquisition Company, a Delaware corporation (“Parent”), LMA Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“LMA Merger Sub”), Abacus Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Abacus Merger Sub”), Longevity Market Assets, LLC, a Florida limited liability company (“LMA”), and Abacus Settlements, LLC, a Florida limited liability company (“Abacus”). Parent, LMA Merger Sub, Abacus Merger Sub, LMA and Abacus are sometimes referred to in this Second Amendment collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Merger Agreement.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 30th, 2022 • East Resources Acquisition Co • Blank checks • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [____], 202[_], is made and entered into by and among Abacus Life, Inc., a Delaware corporation, f/k/a East Resources Acquisition Company (the “Company”), East Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
SECOND SUPPLEMENTAL INDENTURE between ABACUS LIFE, INC. and Dated as of December 2, 2024Second Supplemental Indenture • December 2nd, 2024 • Abacus Life, Inc. • Investment advice
THIS SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of December 2, 2024, is between Abacus Life, Inc., a Delaware corporation (the “Company”), and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). Except as otherwise set forth herein, all capitalized terms used herein shall have the meaning set forth in the Indenture (as defined below).
SHARE PURCHASE AGREEMENT BY AND AMONG ABACUS LIFE, INC., CARLISLE MANAGEMENT COMPANY S.C.A., CARLISLE INVESTMENT GROUP S. À R.L., THE SELLERS PARTY HERETO, JOSE ESTEBAN CASARES GARCIA, (solely with respect to Section 4.8, Section 6.11, Section 6.12,...Share Purchase Agreement • July 18th, 2024 • Abacus Life, Inc. • Investment advice
ABACUS LIFE, INC. STOCK OPTION AWARD AGREEMENT (2023 LONG-TERM EQUITY COMPENSATION INCENTIVE PLAN)Stock Option Award Agreement • July 6th, 2023 • Abacus Life, Inc. • Investment advice • Delaware
THIS STOCK OPTION AWARD AGREEMENT, (this “Agreement”), dated as of [ ] (the “Date of Grant”), is made by and between Abacus Life, Inc., a Delaware corporation (the “Company”), and [ ] (the “Grantee” or “you” or “your”).
company SUPPORT AGREEMENTCompany Support Agreement • August 30th, 2022 • East Resources Acquisition Co • Blank checks • Delaware
This Company Support Agreement (this “Agreement”), dated as of August 30, 2022, is entered into by and among East Resources Acquisition Company, a Delaware corporation (“Parent”), Longevity Market Assets, LLC, a Florida limited liability company (“LMA”), Abacus Settlements, LLC, a Florida limited liability company (“Abacus” and, together with LMA, the “Companies”), each of the members of LMA, whose names appear on the signature pages of this Agreement (each, an “LMA Member” and, collectively, the “LMA Members”), and each of the members of Abacus, whose names appear on the signature pages of this Agreement (each, an “Abacus Member” and, collectively, the “Abacus Members” and, together with the LMA Members, collectively, each a “Member” and, collectively, the “Members”). Parent, LMA, Abacus and the Members are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties.” Capitalized terms used, but not defined, in this Agreement shall have the meani
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERMerger Agreement • October 14th, 2022 • East Resources Acquisition Co • Blank checks
This First Amendment (“First Amendment”) to the Merger Agreement (as defined below) is entered into as of October 14, 2022, by and among East Resources Acquisition Company, a Delaware corporation (“Parent”), LMA Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“LMA Merger Sub”), Abacus Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of Parent (“Abacus Merger Sub”), Longevity Market Assets, LLC, a Florida limited liability company (“LMA”), and Abacus Settlements, LLC, a Florida limited liability company (“Abacus”). Parent, LMA Merger Sub, Abacus Merger Sub, LMA and Abacus are sometimes referred to in this First Amendment collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Merger Agreement.
EAST RESOURCES ACQUISITION COMPANYAdministrative Services Agreement • December 1st, 2020 • East Resources Acquisition Co • Blank checks • New York
This letter agreement, by and between East Resources Acquisition Company (the “Company”) and East Management Services, LP (“EMS”), dated as of the date hereof and effective as of July 24, 2020, will confirm our agreement that, commencing on the date the securities of the Company were first listed (the “Listing Date”) on the NASDAQ Capital Market (“NASDAQ”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”).
SHARE LOCK-UP AND STANDSTILL AGREEMENTShare Lock-Up and Standstill Agreement • December 2nd, 2024 • Abacus Life, Inc. • Investment advice
This Share Lock-Up and Standstill Agreement (as amended, restated, supplemented or otherwise modified in accordance with Section 8.2, this “Agreement”) is made and entered into as of December 2, 2024 by and between Abacus Life, Inc., a Delaware corporation (the “Company”), and the Persons set forth on Schedule I hereto (each a “Stockholder” and, collectively, the “Stockholders”).
ABACUS LIFE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (2023 LONG-TERM EQUITY COMPENSATION INCENTIVE PLAN)Restricted Stock Unit Award Agreement • July 6th, 2023 • Abacus Life, Inc. • Investment advice • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, (this “Agreement”), dated as of [ ] (the “Date of Grant”), is made by and between Abacus Life, Inc., a Delaware corporation (the “Company”), and [ ] (the “Grantee” or “you” or “your”).
