AGREEMENT AND PLAN OF MERGER By and Among MIDAS PARENT, LP MIDAS MERGER ACQUISITION SUB, INC. and MIDWEST HOLDING INC. Dated as of April 30, 2023Agreement and Plan of Merger • May 1st, 2023 • Midwest Holding Inc. • Life insurance • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into as of April 30, 2023, by and among MIDWEST HOLDING INC., a Delaware corporation (the “Company”), MIDAS PARENT, LP, a Delaware limited partnership (“Parent”), and MIDAS MERGER ACQUISITION SUB, INC. a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • July 3rd, 2018 • Midwest Holding Inc. • Life insurance • Nebraska
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, effective as of the 28th day of June, 2018 (the “Effective Date”), by and between A. Michael Salem (hereinafter referred to as the “Executive”), and American Life & Security Corp., a Nebraska corporation (“ALSC”) (hereinafter referred to as the “Employer”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 20th, 2012 • Midwest Holding Inc. • Life insurance • Nebraska
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, effective as of the 1st day of December, 2011 (the “Effective Date”), by and between Rick Meyer (hereinafter referred to as the “Executive”), and Midwest Holding Inc., a Nebraska corporation (hereinafter referred to as the “Employer”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 26th, 2020 • Midwest Holding Inc. • Life insurance
This Indemnification Agreement (this “Agreement”) is made and entered into as of May ____, 2020, by and between Midwest Holding Inc., a Nebraska corporation (the “Company”), and _________ (“Indemnitee”).
CREDIT AGREEMENT dated as of November 22, 2022 among MIDWEST HOLDING INC., as Borrower, THE LENDERS FROM TIME TO TIME PARTY HERETO, ROYAL BANK OF CANADA, as Administrative Agent, ROYAL BANK OF CANADA, as Collateral Agent,...Credit Agreement • March 27th, 2023 • Midwest Holding Inc. • Life insurance • New York
SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 4th, 2022 • Midwest Holding Inc. • Life insurance • Delaware
THIS SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on September 30, 2022 (the “Execution Date”), effective as of June 14, 2022 (the “Effective Date”), by and between Georgette C. Nicholas (hereinafter referred to as the “Executive”), and Midwest Holding Inc., a Delaware corporation (hereinafter referred to as “MHI” or the “Employer”). Executive and MHI are sometimes referred to in this Agreement individually as a “Party” and together as the “Parties.”
1,000,000 Shares Midwest Holding Inc. Voting Common Stock $0.001 par value per share Underwriting AgreementUnderwriting Agreement • December 17th, 2020 • Midwest Holding Inc. • Life insurance • New York
Midwest Holding Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the Underwriters named on Schedule A hereto (the “Underwriters”), for whom Piper Sandler & Co. is acting as representative (the “Representative”), an aggregate of 1,000,000 shares of voting common stock, par value $0.001 per share, of the Company (“Common Stock”) (such shares of Common Stock to be sold by the Company to the Underwriters, the “Firm Shares”), subject to the terms and conditions stated herein. In addition, the Company proposes to sell to the Underwriters, at the election of the Underwriters, acting severally and not jointly, up to an aggregate of 150,000 additional shares of Common Stock, subject to the terms and conditions stated herein (the “Optional Shares”) (the Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant to Section 2 hereof are herein collectively called the “Shares”). As part of the offering contemplated by this Agreement, Piper Sandle
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 18th, 2020 • Midwest Holding Inc. • Life insurance • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, effective as of November 16, 2020 (the “Effective Date”), by and between Michael Minnich (hereinafter referred to as the “Executive”), and Midwest Holding Inc., a Delaware corporation (hereinafter referred to as “MHI” or the “Employer”).
AMENDMENT TO ALL REINSURANCE AGREEMENTS between AMERICAN LIFE AND SECURITY CORPORATION Lincoln, Nebraska 68510 (The Ceding Company) and OPTIMUM RE INSURANCE COMPANY Dallas, TX 75247 (The Reinsurer)Midwest Holding Inc. • December 12th, 2011 • National commercial banks
FUNDS WITHHELD COINSURANCE AND MODIFIED COINSURANCE AGREEMENT (MYGA and FIA BUSINESS) between SDA ANNUITY & LIFE RE and AMERICAN LIFE & SECURITY CORP. effective as of September 30, 2019 Treaty Number 01Funds Withheld Coinsurance and Modified Coinsurance Agreement • May 14th, 2020 • Midwest Holding Inc. • Life insurance • Nebraska
This FUNDS WITHHELD COINSURANCE and MODIFIED COINSURANCE AGREEMENT (this “Agreement”), effective as of September 30, 2019 (the “Effective Date”), is made by and between American Life & Security Corp., an insurance company organized under the laws of the State of Nebraska (the “Ceding Company”) and SDA ANNUITY & LIFE RE, a Cayman Islands-domiciled reinsurance company (the “Reinsurer”).
AUTOMATIC REINSURANCE AGREEMENT NUMBER between AMERICAN LIFE AND SECURITY CORPORATION 8101 O Street, Suite 101 Lincoln, Nebraska 68510 (The Ceding Company) and INVESTORS HERITAGE LIFE INSURANCE COMPANY 200 Capital Avenue Frankfort, KY 40601 (The...Automatic Reinsurance Agreement • December 12th, 2011 • Midwest Holding Inc. • National commercial banks
By this Agreement, AMERICAN LIFE AND SECURITY CORPORATION, a corporation organized under the laws of the Commonwealth of Kentucky, hereinafter referred to as “THE COMPANY”, and INVESTORS HERITAGE LIFE INSURANCE COMPANY, a corporation organized under the laws of the State of Texas, hereinafter referred to as “INVESTORS HERITAGE”, mutually agree to reinsure on the following terms and conditions.
AMENDMENT NO. 1 TO MASTER REINSURANCE AGREEMENT BY AND BETWEEN OLD RELIANCE INSURANCE COMPANY AND AMERICAN FOUNDERS LIFE INSURANCE COMPANY DATED AS OF DECEMBER 20, 1999Master Reinsurance Agreement • February 3rd, 2012 • Midwest Holding Inc. • Life insurance
The undersigned parties to the Master Reinsurance Agreement By and Between Old Reliance Insurance Company and American Founders Life Insurance Company dated as of December 20, 1999, hereby agree to the following amendments to said Master Reinsurance Agreement:
ADMINISTRATIVE SERVICES AGREEMENT BETWEEN AMERICAN LIFE & SECURITY CORP. AND INVESTORS HERITAGE LIFE INSURANCE COMPANYServices Agreement • December 12th, 2011 • Midwest Holding Inc. • National commercial banks • Kentucky
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • July 3rd, 2018 • Midwest Holding Inc. • Life insurance • Nebraska
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into, effective as of the 28th day of June, 2018 (the “Effective Date”), by and between Mark A. Oliver (hereinafter referred to as the “Executive”), and Midwest Holding Inc., a Nebraska corporation (“Midwest”) and American Life & Security Corp., a Nebraska corporation and the wholly owned subsidiary of Midwest (“ALSC”) (hereinafter collectively referred to as the “Employer”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 12th, 2011 • Midwest Holding Inc. • National commercial banks • Arizona
This Stock Purchase Agreement (“Agreement”) is entered into as of November 8, 2010 by and among Midwest Holding Inc., a Nebraska corporation (“Midwest”), a wholly owned subsidiary of Midwest, American Life & Security Corp., a Nebraska corporation (“American Life”), Old Reliance Insurance Company, an Arizona-domiciled stock life insurance company (“Old Reliance”), and David G. Elmore, an individual (‘“Elmore”).
UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION FOR MIDWEST HOLDING INC.Reinsurance Agreement • February 8th, 2019 • Midwest Holding Inc. • Life insurance
The Reinsurance Agreement. On November 30, 2018, American Life & Security Corp. (“American Life”), a wholly owned subsidiary of Midwest Holding Inc. (“Midwest”), entered into an Assumption and Indemnity Reinsurance Agreement (the “Agreement”) with Unified Life Insurance Company, an unaffiliated Texas domiciled stock insurance company (the “Reinsurer”). The Agreement provides, among other things, as follows:
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 25th, 2022 • Midwest Holding Inc. • Life insurance • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on January 26, 2022, effective as of January 31, 2022 (the “Effective Date”), by and between Eric N. Berg (hereinafter referred to as the “Executive”), and Midwest Holding Inc., a Delaware corporation (hereinafter referred to as “MHI” or the “Employer”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 12th, 2011 • Midwest Holding Inc. • National commercial banks • Utah
This Stock Purchase Agreement (this “Agreement”) is entered into as of January 20, 2009, by and between AMERICAN LIFE & SECURITY CORP., a Nebraska corporation (“ALSC”) and SECURITY NATIONAL LIFE INSURANCE COMPANY, a Utah corporation (“Security National”).
SECURITY AGREEMENTSecurity Agreement • July 3rd, 2018 • Midwest Holding Inc. • Life insurance • Nebraska
THIS SECURITY AGREEMENT, dated as of June 28, 2018 (as may be amended from time to time, this “Agreement”), by MIDWEST HOLDING INC., a Nebraska corporation (the “Borrower”), whose primary business address is 2900 South 70th Street, Lincoln, Nebraska 68506, in favor of XENITH HOLDINGS LLC, a Delaware limited liability company (the “Lender”).
NOVATION AGREEMENTNovation Agreement • December 14th, 2020 • Midwest Holding Inc. • Life insurance • New York
This NOVATION AGREEMENT (this “Agreement”), dated as of December 8, 2020, is entered into by and among American Life & Security Corp., a Nebraska-domiciled insurance company (“Cedent”), Seneca Incorporated Cell, LLC 2020-02 (“Seneca Cell”), an incorporated cell of Seneca Reinsurance Company, LLC, a sponsored captive insurance company formed as a limited liability company under the laws of the State of Vermont (“Seneca Re”), and Crestline Re SPC, an exempted segregated portfolio company incorporated under the laws of the Cayman Islands, for and on behalf of Crestline Re SP 1, one of its segregated portfolios (“Newco” and, together with Cedent and Seneca Cell, each a “Party” and collectively the “Parties”), and accepted and consented to, (a) with respect to Section 2.05 only, by Seneca Re; (b) with respect to Section 2.06 only, by U.S. Bank, National Association, a national banking association, solely in its capacity as trustee under the Trust Agreement (as defined below) (the “Trustee”)
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED. AMENDED AND RESTATED...Coinsurance Agreement • February 5th, 2021 • Midwest Holding Inc. • Life insurance • Nebraska
This AMENDED AND RESTATED FUNDS WITHHELD COINSURANCE AND MODIFIED COINSURANCE AGREEMENT (this “Agreement”), dated as of December 8, 2020 and effective as of April 24, 2020 (the “Effective Date”), is made by and between American Life & Security Corp., an insurance company organized under the laws of the State of Nebraska (the “Ceding Company”), and Crestline Re SPC, an exempted segregated portfolio company incorporated under the laws of the Cayman Islands, for and on behalf of Crestline Re SP 1, one of its segregated portfolios (the “Reinsurer”) (as successor by novation to Seneca Incorporated Cell, LLC 2020-02, an incorporated cell of Seneca Reinsurance Company, LLC, a sponsored captive insurance company formed as a limited liability company under the Laws of the State of Vermont).
PLAN AND AGREEMENT OF MERGER NORTHSTAR FINANCIAL CORP., MIDWEST HOLDING INC. AND MIDWEST ACQUISITION MINNESOTA, INC.Plan and Agreement of Merger • December 22nd, 2015 • Midwest Holding Inc. • Life insurance • Minnesota
This Plan and Agreement of Merger (“Agreement”) is by and among Northstar Financial Corp., a Minnesota corporation (“Northstar”), Midwest Holding Inc., a Nebraska corporation (“Midwest”) and Midwest Acquisition Minnesota, Inc., a Minnesota corporation (“Acquisition”).
AUTOMATIC REINSURANCE AGREEMENTAutomatic Reinsurance Agreement • December 12th, 2011 • Midwest Holding Inc. • National commercial banks
By this Agreement, AMERICAN LIFE AND SECURITY CORPORATION, a corporation organized under the laws of the State of Nebraska, hereinafter referred to as “THE COMPANY”, and OPTIMUM RE INSURANCE COMPANY, a corporation organized under the laws of the State of Texas, hereinafter referred to as “OPTIMUM RE”, mutually agree to reinsure on the following terms and conditions.
AMENDMENT NO.2 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 3rd, 2012 • Midwest Holding Inc. • Life insurance
This Amendment No. 2 to the Stock Purchase Agreement (the “Amendment”) is entered into as of August 2, 2011 to that certain Stock Purchase Agreement dated November 8, 2010, and as amended by Amendment No. 1 dated May 20, 2011 by and among Midwest Holding Inc., a Nebraska corporation (“Midwest”), American Life & Security Corp., a Nebraska corporation wholly owned by Midwest (“American Life”), Old Reliance Insurance Company, an Arizona-domiciled stock life insurance company (“Old Reliance”), and David G. Elmore, an individual (“Elmore”).
EMPLOYEE SEPARATION AGREEMENT Midwest Holding Inc. Lincoln, Nebraska 68510Employee Separation Agreement • April 4th, 2022 • Midwest Holding Inc. • Life insurance • Nebraska
This Separation Agreement is entered into by and between you (“You” or “Employee”) and the Employer. The term “Party” or “Parties” as used herein refer to Employee, Employer or both, as may be appropriate.
SECURITIES PURCHASE AGREEMENT by and among MIDWEST HOLDING INC., XENITH HOLDINGS LLC, VESPOINT LLC and CRESTLINE ASSURANCE HOLDINGS LLC Dated as of April 24, 2020Securities Purchase Agreement • April 24th, 2020 • Midwest Holding Inc. • Life insurance • Delaware
LOAN TERMINATION AGREEMENTLoan Termination Agreement • April 24th, 2020 • Midwest Holding Inc. • Life insurance • Nebraska
THIS LOAN TERMINATION AGREEMENT is made as of April 24, 2020 (the “Agreement”), by and between Midwest Holding Inc., a Nebraska corporation (“Midwest”), and Xenith Holdings LLC, a Delaware limited liability company (“Xenith”). Midwest and Xenith are also referred to as a “Party” and collectively referred to herein as the “Parties”.
INDEPENDENT GENERAL AGENT AGREEMENTIndependent General Agent Agreement • March 20th, 2012 • Midwest Holding Inc. • Life insurance • Nebraska
THIS INDEPENDENT AGENT AGREEMENT (this “Agreement”), is made effective as of September 1, 2009, by and between American Life & Security Corp., a Nebraska corporation (the “Company”), and Great American Marketing, Inc. (the “Independent Agent”).
September 16, 2022 Crestline Assurance Holdings LLC c/o John S. Cochran, Vice President Fort Worth, TX 76102Midwest Holding Inc. • September 22nd, 2022 • Life insurance
We are writing in reference to the Stockholders Agreement (“Agreement”) entered into as of April 24, 2020 by and among Midwest Holding Inc., now a Delaware corporation (the “Company”); Crestline Assurance Holdings LLC, a Delaware limited liability company (“Crestline”); Xenith Holdings LLC, a Delaware limited liability company; Vespoint LLC, a Delaware limited liability company; Michael Minnich, an individual; and A. Michael Salem, an individual. Terms used herein and not defined shall have the meaning set forth in the Agreement.
EXPLANATORY NOTE: [**] INDICATES THE PORTION OF THIS EXHIBIT THAT HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IN PUBLICLY DISCLOSED. FUNDS WITHHELD AND FUNDS PAID COINSURANCE AGREEMENT (MYGA and FIA...Coinsurance Agreement • April 21st, 2020 • Midwest Holding Inc. • Life insurance • Nebraska
This FUNDS WITHHELD AND FUNDS PAID COINSURANCE AGREEMENT (this “Agreement”), effective as of January 1, 2020 (the “Effective Date”), is made by and between American Life & Security Corp., an insurance company organized under the laws of the State of Nebraska (the “Ceding Company”), and US Alliance Life and Security Company, a reinsurance company organized under the laws of the State of Kansas (the “Reinsurer”).
SEVERANCE AGREEMENT AND RELEASESeverance Agreement and Release • April 4th, 2022 • Midwest Holding Inc. • Life insurance • Delaware
This Severance Agreement and Release (this "Agreement") is entered into by and between Eric Del Monaco ("Employee") and Midwest Holding Inc. (the "Company"). Employee and the Company are sometimes collectively referred to as the "Parties." All terms not otherwise defined herein shall have the same meaning as set forth in the Employment Agreement between the Parties dated November 16, 2020 (the “Employment Agreement”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 1st, 2022 • Midwest Holding Inc. • Life insurance • Delaware
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into on July 26, 2022 (the “Effective Date”), by and between Eoin Elliffe (hereinafter referred to as the “Executive”), and Midwest Holding Inc., a Delaware corporation (hereinafter referred to as “MHI” or the “Employer”).
UNIT PURCHASE AGREEMENTUnit Purchase Agreement • June 17th, 2020 • Midwest Holding Inc. • Life insurance • Delaware
This Unit Purchase Agreement (the “Agreement”) is made and entered into with the intent it be effective as of June 12, 2020 (the “Effective Date”), by and among MIDWEST HOLDING INC., a Nebraska corporation (“Buyer”); AURORA FINANCIAL SERVICES, a Delaware corporation (“Seller”); and 1505 CAPITAL LLC, a Delaware limited liability company (the “Company”).
REINSURANCE AGREEMENT effective as of January 1, 2010 by and between SECURITY NATIONAL LIFE INSURANCE COMPANY, AMERICAN LIFE AND SECURITY CORPORATIONReinsurance Agreement • December 12th, 2011 • Midwest Holding Inc. • National commercial banks
THIS AGREEMENT (the “Agreement”) is made and entered into on the day of May, 2010 (the “Signature Date”), with an effective date at 12:01 a.m. on the 1st day of January, 2010 (the “Effective Date”), by and between SECURITY NATIONAL LIFE INSURANCE COMPANY, a Utah domiciled insurance company (hereinafter referred to as the “Company”), AMERICAN LIFE AND SECURITY CORPORATION, a Nebraska domiciled insurance company (hereinafter referred to as the “Reinsurer”).
BULK REINSURANCE AGREEMENT NUMBER : 2509–09AB16 between AMERICAN LIFE AND SECURITY CORPORATION 8101 O Street, Suite 101 Lincoln, Nebraska 68510 (The Ceding Company) and OPTIMUM RE INSURANCE COMPANY 1345 River Bend Drive, Suite 100 Dallas, TX 75247...Bulk Reinsurance Agreement • December 12th, 2011 • Midwest Holding Inc. • National commercial banks
This Agreement applies to the reinsurance of individual Accidental Death Benefit (ADB) Policies and Riders specified in Schedule B and issued by THE COMPANY and dated September 1, 2009 or later.
