AGREEMENT AND PLAN OF MERGER by and among CF CORPORATION, FGL US HOLDINGS INC., FGL MERGER SUB INC. and FIDELITY & GUARANTY LIFE Dated as of May 24, 2017Merger Agreement • May 24th, 2017 • Fidelity & Guaranty Life • Life insurance • New York
This AGREEMENT AND PLAN OF MERGER (together with all annexes, letters, schedules and exhibits hereto, this “Agreement”), dated as of May 24, 2017, is by and among CF Corporation, a Cayman Islands exempted corporation (“CF Corp”), FGL US Holdings Inc., a Delaware corporation and wholly owned indirect subsidiary of CF Corp (“Parent”), FGL Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and Fidelity & Guaranty Life, a Delaware corporation (the “Company”).
VOTING AGREEMENTVoting Agreement • May 24th, 2017 • Fidelity & Guaranty Life • Life insurance • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of May 24, 2017, among Fidelity & Guaranty Life, a Delaware corporation (the “Company”), and the Persons executing this Agreement as “Shareholders” on the signature pages hereto (each a “Shareholder” and collectively, the “Shareholders”) and each other Person who after the date hereof agrees to become a party to, and bound by, this Agreement as a “Shareholder” by executing a Joinder Agreement.
