3,200,000 Shares Citizens, Inc. Class A Common Stock (no par value) PLACEMENT AGENT AGREEMENTCitizens Inc • November 29th, 2007 • Life insurance • New York
Citizens, Inc., a Colorado corporation (the “Company”), proposes to sell to the Purchasers, pursuant to the terms of this Placement Agent Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the Purchasers identified therein (each a “Purchaser” and, collectively, the “Purchasers”), up to an aggregate of 3,200,000 shares (the “Shares”) of the Company’s Class A common stock, no par value (the “Common Stock”). The Company hereby confirms its agreement with the placement agents named on Schedule I attached hereto (the “Placement Agents”) as set forth below. Oppenheimer & Co. Inc. (“Oppenheimer”) is acting as the representative of the Placement Agents and in such capacity is hereinafter referred to as the “Representative.” Certain terms used herein are defined in Section 14 hereof:
SUBSCRIPTION AGREEMENTSubscription Agreement • November 29th, 2007 • Citizens Inc • Life insurance • New York
Corporation, the Company’s transfer agent (the “Transfer Agent”), to the Investor at the Closing. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:
