AGREEMENT AND PLAN OF MERGER by and among ARGO GROUP INTERNATIONAL HOLDINGS, LTD. BROOKFIELD REINSURANCE LTD. and BNRE BERMUDA MERGER SUB LTD. Dated as of February 8, 2023Agreement and Plan of Merger • February 9th, 2023 • Brookfield Reinsurance Ltd. • Insurance carriers, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 8, 2023, is by and among Argo Group International Holdings, Ltd., a Bermuda exempted company limited by shares (the “Company”), Brookfield Reinsurance Ltd., a Bermuda exempted company limited by shares (“Parent”), and BNRE Bermuda Merger Sub Ltd., a Bermuda exempted company limited by shares and a wholly owned Subsidiary of Parent (“Merger Sub”). The Company, Parent and Merger Sub are each referred to in this Agreement as a “party” and collectively as the “parties.”
AGREEMENT AND PLAN OF MERGER dated as of August 6, 2021 by and among BROOKFIELD ASSET MANAGEMENT REINSURANCE PARTNERS LTD., FREESTONE MERGER SUB INC. and AMERICAN NATIONAL GROUP, INC.Agreement and Plan of Merger • August 9th, 2021 • Brookfield Asset Management Reinsurance Partners Ltd. • Insurance carriers, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 6, 2021 is by and among Brookfield Asset Management Reinsurance Partners Ltd., an exempted company limited by shares existing under the laws of Bermuda (“Parent”), Freestone Merger Sub Inc., a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (“Merger Sub”), and American National Group, Inc., a Delaware corporation (the “Company”). Each of Parent, Merger Sub and the Company is sometimes referred to individually as a “Party” and collectively as the “Parties.”
TRADEMARK SUBLICENSE AGREEMENTTrademark Sublicense Agreement • June 29th, 2021 • Brookfield Asset Management Reinsurance Partners Ltd. • Insurance carriers, nec • Ontario
Brookfield Asset Management Inc. (“Licensor”), a corporation organized under the laws of the Province of Ontario, having an office at Suite 330, 181 Bay Street Toronto, Ontario M5J 2T3, Canada,
BROOKFIELD ASSET MANAGEMENT INC. - and – BROOKFIELD ASSET MANAGEMENT REINSURANCE PARTNERS LTD. AMENDED AND RESTATED ADMINISTRATION AGREEMENT August 5, 2022Administration Agreement • August 11th, 2022 • Brookfield Asset Management Reinsurance Partners Ltd. • Insurance carriers, nec • Ontario
BROOKFIELD ASSET MANAGEMENT REINSURANCE PARTNERS LTD., an exempted company limited by shares existing under the laws of Bermuda
JOINT FILING AGREEMENTJoint Filing Agreement • May 11th, 2023 • Brookfield Reinsurance Ltd. • Insurance carriers, nec
This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
BROOKFIELD ASSET MANAGEMENT INC. and BROOKFIELD ASSET MANAGEMENT REINSURANCE PARTNERS LTD. and WILMINGTON TRUST, NATIONAL ASSOCIATION Rights Agent RIGHTS AGREEMENT Dated as of June 28, 2021Rights Agreement • June 29th, 2021 • Brookfield Asset Management Reinsurance Partners Ltd. • Insurance carriers, nec • Delaware
This Rights Agreement (this “Agreement”) is dated as of June 28, 2021 between Brookfield Asset Management Inc., a corporation organized under the laws of Ontario, Canada (“BAM”), Brookfield Asset Management Reinsurance Partners Ltd., an exempted company limited by shares existing under the laws of Bermuda (the “Company”) and Wilmington Trust, National Association (the “Rights Agent”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 9th, 2023 • Brookfield Reinsurance Ltd. • Insurance carriers, nec • Delaware
This Voting and Support Agreement (this “Agreement”) is made and entered into as of February 8, 2023 (the “Agreement Date”), by and among Brookfield Reinsurance Ltd., a Bermuda exempted company limited by shares (“Parent”), Argo Group International Holdings, Ltd., a Bermuda exempted company limited by shares (the “Company”), and Voce Capital Management LLC (the “Shareholder”). Each of Parent, the Company and the Shareholder are sometimes referred to herein as a “Party.” Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
BROOKFIELD ASSET MANAGEMENT INC. - and – BROOKFIELD ASSET MANAGEMENT REINSURANCE PARTNERS LTD. SUPPORT AGREEMENT June 28, 2021 TORYS LLPSupport Agreement • June 29th, 2021 • Brookfield Asset Management Reinsurance Partners Ltd. • Insurance carriers, nec • Ontario
This SUPPORT AGREEMENT is made as of June 28, 2021 (this “Agreement”), between Brookfield Asset Management Inc. (“BAM”), a corporation existing under the laws of the Province of Ontario, and Brookfield Asset Management Reinsurance Partners Ltd. (the “Company”), an exempted company limited by shares existing under the laws of Bermuda (BAM and the Company are collectively referred to as the “Parties” and individually as a “Party”).
CREDIT AGREEMENT between BAM RE HOLDINGS LTD. NORTH END RE (CAYMAN) SPC NORTH END RE LTD. BROOKFIELD ANNUITY COMPANY as Borrowers and BAM RE HOLDINGS LTD. as Guarantor and BROOKFIELD US HOLDINGS INC. BROOKFIELD INTERNATIONAL HOLDINGS INC. as Lenders...Credit Agreement • June 29th, 2021 • Brookfield Asset Management Reinsurance Partners Ltd. • Insurance carriers, nec • Ontario
THIS CREDIT AGREEMENT is effective as of June 28, 2021 and is entered into between BAM Re Holdings Ltd. (“Holdings”), North End RE (Cayman) SPC (“Cayman Opco”), North End RE Ltd. (“Bermuda Opco”) and Brookfield Annuity Company (“Canada Opco”), as Borrowers and, in the case of Holdings, as Guarantor, and Brookfield US Holdings Inc. and Brookfield International Holdings Inc., as Lenders.
BROOKFIELD ASSET MANAGEMENT INC. - and – BROOKFIELD ASSET MANAGEMENT REINSURANCE PARTNERS LTD. EQUITY COMMITMENT AGREEMENT June 28, 2021 TORYS LLPEquity Commitment Agreement • June 29th, 2021 • Brookfield Asset Management Reinsurance Partners Ltd. • Insurance carriers, nec • Ontario
BROOKFIELD ASSET MANAGEMENT REINSURANCE PARTNERS LTD. (the “Company”), an exempted company limited by shares existing under the laws of Bermuda
ContractVoting Agreement • July 5th, 2023 • Brookfield Reinsurance Ltd. • Insurance carriers, nec • Iowa
VOTING AGREEMENT (this “Agreement”) dated as of July 4, 2023, among American Equity Investment Life Holding Company, an Iowa corporation (the “Company”), and each party listed on Schedule A hereto (each, a “Stockholder” and, collectively, the “Stockholders”). The Company and Stockholders are each referred to in this Agreement as a “party” and collectively as the “parties”.
JOINT FILING AGREEMENTJoint Filing Agreement • June 27th, 2023 • Brookfield Reinsurance Ltd. • Insurance carriers, nec
This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
FIRST AMENDMENT TO THE AMENDED AND RESTATED ADMINISTRATION AGREEMENTAdministration Agreement • March 28th, 2024 • Brookfield Reinsurance Ltd. • Insurance carriers, nec
THIS AMENDMENT (the “Amendment”) to the Amended and Restated Administration Agreement dated as of August 5, 2022 (the “Agreement”) between Brookfield Corporation (formerly known as Brookfield Asset Management Inc.) (“BAM”) and Brookfield Reinsurance Ltd. (formerly known as Brookfield Asset Management Reinsurance Partners Ltd.)(the “Company”) is made as of the 22nd day of March, 2024, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
AMENDED AND RESTATED RIGHTS AGREEMENT This AMENDED AND RESTATED RIGHTS AGREEMENT (this “Agreement”) is dated as of March 21, 2023 between Brookfield Corporation (formerly known as Brookfield Asset Management Inc.), a corporation organized under the...Rights Agreement • March 31st, 2023 • Brookfield Reinsurance Ltd. • Insurance carriers, nec • Delaware
AMENDMENT TO INVESTMENT AGREEMENTInvestment Agreement • June 29th, 2021 • Brookfield Asset Management Reinsurance Partners Ltd. • Insurance carriers, nec
This AMENDMENT (this “Amendment”), dated as of June 10, 2021, is entered into by and among Brookfield Asset Management Inc., a corporation amalgamated under the laws of Ontario, Canada (“BAM”), Brookfield Asset Management Reinsurance Partners Ltd., a Bermuda limited company (“BAM Reinsurance”), North End Re (Cayman) SPC, a Cayman segregated portfolio company (“North End Reinsurance”), and American Equity Investment Life Holding Company, an Iowa corporation (“AEL”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 21st, 2023 • Brookfield Reinsurance Ltd. • Insurance carriers, nec
This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • January 14th, 2022 • Brookfield Asset Management Reinsurance Partners Ltd. • Insurance carriers, nec
This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
FIRST AMENDMENT TO THE AMENDED AND RESTATED SUPPORT AGREEMENTSupport Agreement • March 28th, 2024 • Brookfield Reinsurance Ltd. • Insurance carriers, nec
THIS AMENDMENT (the “Amendment”) to the Amended and Restated Support Agreement dated as of March 22, 2023 (the “Agreement”) between Brookfield Corporation (“BN”) and Brookfield Reinsurance Ltd. (the “Company”) is made as of the 22nd day of March, 2024, by the undersigned. Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement.
JOINDER TO VOTING AGREEMENTVoting Agreement • December 21st, 2023 • Brookfield Reinsurance Ltd. • Insurance carriers, nec
This Joinder (“Joinder”), dated as of December 21, 2023, to the Voting Agreement, dated as of July 4, 2023, by and among American Equity Investment Life Holding Company, an Iowa corporation (the “Company”), Freestone Re Ltd., an exempted company established under the laws of Bermuda (“Freestone Re”) and North End Re (Cayman) SPC, a Cayman segregated portfolio company (“North End Re”) (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Voting Agreement”) is being delivered by American National Group, LLC (“ANAT”) and BAM Re Holdings Ltd. (“BAM Re Holdings”; together with ANAT, each, a “Joining Party” and, together, the “Joining Parties”) to each party to the Voting Agreement. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Voting Agreement.
JOINT FILING AGREEMENTJoint Filing Agreement • November 8th, 2022 • Brookfield Asset Management Reinsurance Partners Ltd. • Insurance carriers, nec
This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • June 21st, 2022 • Brookfield Asset Management Reinsurance Partners Ltd. • Insurance carriers, nec
This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • June 28th, 2021 • Brookfield Asset Management Reinsurance Partners Ltd. • Insurance carriers, nec
This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • July 5th, 2023 • Brookfield Reinsurance Ltd. • Insurance carriers, nec
This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
2 - AMENDED AND RESTATED SUPPORT AGREEMENT This AMENDED AND RESTATED SUPPORT AGREEMENT is made as of March 21, 2023 (this “Agreement”), between Brookfield Corporation (formerly known as Brookfield Asset Management Inc.) (“BN”), a corporation existing...Support Agreement • March 31st, 2023 • Brookfield Reinsurance Ltd. • Insurance carriers, nec
JOINT FILING AGREEMENTJoint Filing Agreement • May 11th, 2022 • Brookfield Asset Management Reinsurance Partners Ltd. • Insurance carriers, nec
This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENTAssignment, Assumption and Consent Agreement • December 21st, 2023 • Brookfield Reinsurance Ltd. • Insurance carriers, nec
This ASSIGNMENT, ASSUMPTION AND CONSENT AGREEMENT (this “Agreement”), dated as of December 21, 2023 (the “Effective Date”), is entered into by and among Brookfield Corporation (f/k/a Brookfield Asset Management Inc.), a corporation organized under the Laws of the Province of Ontario (“BN”), Brookfield Reinsurance Ltd. (f/k/a Brookfield Asset Management Reinsurance Partners Ltd.), a Bermuda exempted company limited by shares (“BNRE”), North End Re (Cayman) SPC, a Cayman segregated portfolio company (“North End Re”), Freestone Re Ltd., an exempted company established under the laws of Bermuda (“Freestone Re”), BAM Re Holdings Ltd., an exempted company established under the laws of Bermuda (“BAM Re Holdings”), American National Group, LLC, a Delaware limited liability company (“ANAT”) and American Equity Investment Life Holding Company, an Iowa corporation (“AEL”).
