CREDIT AGREEMENT among ABACUS LIFE, INC., as Borrower THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, OWL ROCK CAPITAL CORPORATION, as Administrative Agent and Collateral Agent Dated as of July 5, 2023 OWL ROCK CAPITAL ADVISORS LLC as Lead...Credit Agreement • July 6th, 2023 • Abacus Life, Inc. • Investment advice • New York
CREDIT AGREEMENT, dated as of July 5, 2023, among ABACUS LIFE, INC., a Delaware corporation (as further defined in subsection 1.1, the “Borrower”), the several banks and other Persons from time to time party to this Agreement as lenders (as further defined in subsection 1.1, the “Lenders”), OWL ROCK CAPITAL CORPORATION, as administrative agent and collateral agent for the Lenders hereunder (in such capacities, respectively, and, as further defined in subsection 1.1, the “Administrative Agent” and “Collateral Agent”).
ContractSubordination Agreement • July 6th, 2023 • Abacus Life, Inc. • Investment advice
THIS INSTRUMENT AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF JULY 5, 2023, BY AND AMONG ABACUS INVESTMENT SPV, LLC (“SUBORDINATED CREDITOR”), OWL ROCK CAPITAL CORPORATION, AS AGENT FOR ALL SENIOR LENDERS PARTY TO THE SENIOR LOAN AGREEMENT (AS SUCH TERMS ARE DEFINED IN THE SUBORDINATION AGREEMENT) (IN SUCH CAPACITY, THE “SENIOR AGENT”), ABACUS LIFE, INC., A DELAWARE CORPORATION (“BORROWER”), AND EACH OTHER LOAN PARTY PARTY THERETO, AND THE OTHER SENIOR DEBT DOCUMENTS (AS DEFINED IN THE SUBORDINATION AGREEMENT) TO THE SENIOR DEBT (AS DEFINED IN THE SUBORDINATION AGREEMENT, AND SUCH INDEBTEDNESS CONSTITUTES “SUBORDINATED DEBT” FOR ALL PURPOSES OF THE SUBORDINATION AGREEMENT). THE SUBORDINATED CREDITOR AND EACH OTHER CREDITOR UNDER THE SUBORDINATED DEBT DOCUMENTS (AS DEFINED IN THE
ASSET PURCHASE AGREEMENT BETWEEN ABACUS INVESTMENT SPV, LLC as Seller AND ABACUS LIFE, INC. as Purchaser Dated as of July 5, 2023Asset Purchase Agreement • July 6th, 2023 • Abacus Life, Inc. • Investment advice • New York
This ASSET PURCHASE AGREEMENT, dated as of July 5, 2023 (the “Agreement”), is between Abacus Investment SPV, LLC, a Delaware limited liability company (“Seller”), and Abacus Life, Inc., a Delaware corporation (formerly, East Resources Acquisition Company) (“Purchaser”). Each of Seller and Purchaser is, individually, a “Party,” and, collectively the “Parties.”
ABACUS LIFE, INC. STOCK OPTION AWARD AGREEMENT (2023 LONG-TERM EQUITY COMPENSATION INCENTIVE PLAN)Stock Option Award Agreement • July 6th, 2023 • Abacus Life, Inc. • Investment advice • Delaware
THIS STOCK OPTION AWARD AGREEMENT, (this “Agreement”), dated as of [ ] (the “Date of Grant”), is made by and between Abacus Life, Inc., a Delaware corporation (the “Company”), and [ ] (the “Grantee” or “you” or “your”).
ABACUS LIFE, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT (2023 LONG-TERM EQUITY COMPENSATION INCENTIVE PLAN)Restricted Stock Unit Award Agreement • July 6th, 2023 • Abacus Life, Inc. • Investment advice • Delaware
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT, (this “Agreement”), dated as of [ ] (the “Date of Grant”), is made by and between Abacus Life, Inc., a Delaware corporation (the “Company”), and [ ] (the “Grantee” or “you” or “your”).
FORM OF INDEMNIFICATION AND ADVANCEMENT AGREEMENTForm of Indemnification and Advancement Agreement • July 6th, 2023 • Abacus Life, Inc. • Investment advice • Delaware
This INDEMNIFICATION AND ADVANCEMENT AGREEMENT (this “Agreement”) is made as of [•], 2023, by and between Abacus Life, Inc., a Delaware corporation (the “Company”), and [•] (“Indemnitee”), [ a member of the Board of Directors of the Company ] / [ an officer of the Company ]. This Agreement supersedes and replaces any and all previous agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
SPV INVESTMENT FACILITY between ABACUS LIFE, INC., as Borrower, and ABACUS INVESTMENT SPV, LLC, as Lender Dated as of July 5, 2023Subordination Agreement • July 6th, 2023 • Abacus Life, Inc. • Investment advice • New York
THIS INSTRUMENT AND THE INDEBTEDNESS EVIDENCED HEREBY ARE SUBORDINATE IN THE MANNER AND TO THE EXTENT SET FORTH IN THAT CERTAIN SUBORDINATION AGREEMENT (AS AMENDED, RESTATED, SUPPLEMENTED OR OTHERWISE MODIFIED FROM TIME TO TIME, THE “SUBORDINATION AGREEMENT”) DATED AS OF JULY 5, 2023, BY AND AMONG ABACUS INVESTMENT SPV, LLC (“SUBORDINATED CREDITOR”), OWL ROCK CAPITAL CORPORATION, AS AGENT FOR ALL SENIOR LENDERS PARTY TO THE SENIOR LOAN AGREEMENT (AS SUCH TERMS ARE DEFINED IN THE SUBORDINATION AGREEMENT) (IN SUCH CAPACITY, THE “SENIOR AGENT”), ABACUS LIFE, INC., A DELAWARE CORPORATION (“BORROWER”), AND EACH OTHER LOAN PARTY PARTY THERETO, AND THE OTHER SENIOR DEBT DOCUMENTS (AS DEFINED IN THE SUBORDINATION AGREEMENT) TO THE SENIOR DEBT (AS DEFINED IN THE SUBORDINATION AGREEMENT, AND SUCH INDEBTEDNESS CONSTITUTES “SUBORDINATED DEBT” FOR ALL PURPOSES OF THE SUBORDINATION AGREEMENT). THE SUBORDINATED CREDITOR AND EACH OTHER CREDITOR UNDER THE SUBORDINATED DEBT DOCUMENTS (AS DEFINED IN THE
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 6th, 2023 • Abacus Life, Inc. • Investment advice • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 30, 2023, is made and entered into by and among Abacus Life, Inc., a Delaware corporation, f/k/a East Resources Acquisition Company (the “Company”), East Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.02 of this Agreement, a “Holder” and collectively the “Holders”).
EAST RESOURCES ACQUISITION COMPANY WARRANT FORFEITURE AGREEMENTWarrant Forfeiture Agreement • July 6th, 2023 • Abacus Life, Inc. • Investment advice • Delaware
This Warrant Forfeiture Agreement (the “Agreement”) is effective as of June 30, 2023, by and between East Resources Acquisition Company, a Delaware corporation (the “Company”), and East Sponsor, LLC, a Delaware limited liability company (“Warrant Holder”).
