0001174947-18-001173 Sample Contracts

STANDBY STOCK PURCHASE AGREEMENT
Standby Stock Purchase Agreement • September 18th, 2018 • Federal Life Group, Inc. • Life insurance • Pennsylvania

This STANDBY STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of March 8, 2018, is entered into by and among Federal Life Group, Inc., a Pennsylvania corporation (the “Company”), Federal Life Insurance Company, an Illinois insurance company (“Federal Life”), Federal Life Mutual Holding Company, an Illinois corporation (“FLMHC”), and Insurance Capital Group, LLC (the “Standby Purchaser”).

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EXECUTIVE AGREEMENT
Executive Agreement • September 18th, 2018 • Federal Life Group, Inc. • Life insurance • Illinois

Agreement made this 3rd day of March 2010 between FEDERAL LIFE INSURANCE COMPANY (MUTUAL), an Illinois mutual life insurance company (hereinafter referred to as the “Company”), and MICHAEL AUSTIN (hereinafter sometimes referred to as the “Executive Vice President”).

ESCROW AGREEMENT
Escrow Agreement • September 18th, 2018 • Federal Life Group, Inc. • Life insurance • Massachusetts

This ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this “Agreement”) is made and entered into as of September 12, 2018, by and among Griffin Financial Group, LLC, a Pennsylvania limited liability company (the “Placement Agent”), Federal Life Group, Inc., a Pennsylvania corporation (the “Company”, and together with the Placement Agent, sometimes referred to individually as “Party” or collectively as the “Parties”), Federal Life Insurance Company (“Federal Life”), and Computershare Trust Company, N.A. (the “Escrow Agent”).

Federal Life Group, Inc. Up to 4,600,000 Shares COMMON STOCK ($0.01 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT
Agency Agreement • September 18th, 2018 • Federal Life Group, Inc. • Life insurance • Pennsylvania

Federal Life Group, Inc., a Pennsylvania business corporation (“HoldCo”), Federal Life Mutual Holding Company, an Illinois mutual holding company (“Federal Life Mutual”), and Federal Life Insurance Company, an Illinois insurance company (“Federal Life” and together with HoldCo and Federal Life Mutual, the “Federal Life Parties”), hereby confirm, jointly and severally, their agreement (the “Agreement”) with Griffin Financial Group, LLC (the “Agent”), as follows:

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