GUARANTYGuaranty • October 5th, 2018 • Vericity, Inc. • Life insurance • Delaware
This Guaranty, dated as of October 5, 2018 (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”). Reference is hereby made to the 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.
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 5th, 2018 • 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 • October 5th, 2018 • 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 • October 5th, 2018 • 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 • October 5th, 2018 • 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 • October 5th, 2018 • 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.
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
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”).
