WAIVER AGREEMENTWaiver Agreement • December 11th, 2017 • Chu Chinh • Life insurance • Delaware
This WAIVER AGREEMENT (this “Waiver Agreement”) is entered into as of November 29, 2017, between CF Corporation, a Cayman Islands exempted company (the “Company”), CF Capital Growth, LLC, a Delaware limited liability company (the “Sponsor”) and each other party listed on the signature pages hereto (each a “Forward Contract Party” and collectively the “Forward Contract Parties” and together with the Sponsor, the “Class B Holders”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Forward Purchase Agreements, dated April 18, 2016, as amended, among the Company, the Sponsor and the Forward Contract Parties (the “Forward Purchase Agreements”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 11th, 2017 • Chu Chinh • Life insurance
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”) the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with respect to securities of FGL Holdings, a Cayman Islands exempted company, and further agree to the filing, furnishing, and/or incorporation by reference of this Agreement as an exhibit thereto. Each of them is responsible for the timely filing of such filings and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such informati
voting agreementVoting Agreement • December 11th, 2017 • Chu Chinh • Life insurance • New York
The undersigned, each of whom will become a shareholder of FGL Holdings, a Cayman Islands exempted corporation (the “Company”) as of the Closing, hereby acknowledges that the Company and GSO COF III AIV-5 LP, GSO COF III Co-Investment AIV-5 LP, GSO Co-Investment Fund-D LP, GSO Credit Alpha Fund LP, GSO Aiguille des Grands Montets Fund II LP, GSO Churchill Partners LP, GSO Credit-A Partners LP and GSO Harrington Credit Alpha Fund (Cayman) L.P. (collectively, the “GSO Purchasers”) and Fidelity National Title Insurance Company, Chicago Title Insurance Company and Commonwealth Land Title Insurance Company (the “FNF Purchasers”, together with the GSO Purchasers, the “Purchasers”) are concurrently entering into an Investment Agreement, dated as of the date hereof (as it may be amended from time to time, the “Investment Agreement”), pursuant to which the Company will issue Preferred Shares and Ordinary Shares to the Purchasers. Capitalized terms used in this voting agreement (“Agreement”) but
