REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2016 • CF Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 19, 2016 is made and entered into by and among CF Corporation, a Cayman Islands exempted company (the “Company”), CF Capital Growth, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
UNDERWRITING AGREEMENTUnderwriting Agreement • May 25th, 2016 • CF Corp • Blank checks • New York
CF Corporation, a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 60,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 9,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 2
CF Corporation 1701 Village Center Circle, Las Vegas, Nevada 89134CF Corp • April 21st, 2016 • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 29, 2016 by and between CF Capital Partners, LLC, a New York limited liability company (the “Subscriber” or “you”), and CF Corporation, a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • May 18th, 2017 • CF Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 17, 2017, by and between CF CORPORATION, a Cayman Islands exempted company (the “Company”), and Keith Wayne Abell (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 25th, 2016 • CF Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 19, 2016 (as it may from time to time be amended, this “Agreement”), by and among CF Corporation, a Cayman Islands exempted company (the “Company”), and CF Capital Growth, LLC, a Delaware limited liability company (the “Sponsor” or the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • May 25th, 2016 • CF Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 19, 2016, is by and between CF Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • April 21st, 2016 • CF Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, by and between CF CORPORATION, a Cayman Islands exempted company (the “Company”), and _______________ (“Indemnitee”).
FIDELITY & GUARANTY LIFE HOLDINGS, INC. as Issuer THE GUARANTORS PARTIES HERETO AMENDED AND RESTATED INDENTURE Dated as of March 27, 2013, as amended and restated on November 20, 2017 WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee PROVIDING FOR THE...Indenture • December 1st, 2017 • FGL Holdings • Life insurance • New York
This Indenture shall be effective upon the execution hereof, but shall not be operative as to the parties hereto except in accordance with Section 11.14. Unless and until such time as this Indenture becomes operative as to the parties hereto, the Original Indenture (as defined herein) shall remain in full force and effect.
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • April 21st, 2016 • CF Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 2016, is by and between CF Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • January 3rd, 2020 • FGL Holdings • Life insurance • New York
This Investment Management Agreement (the “Agreement”), dated as of December 31, 2019 and effective as of October 1, 2019 (the “Effective Date”), is by and between F&G Reinsurance Ltd (f/k/a Front Street Re Ltd), a Bermuda exempted company organized under the laws of Bermuda (the “Company”) and Blackstone ISG-I Advisors L.L.C., a Delaware limited liability company (the “Investment Manager”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2020 • FGL Holdings • Life insurance • Iowa
THIS AGREEMENT (the “Agreement”) is made by and between Fidelity & Guaranty Life Business Services, Inc., a Delaware corporation with an address at Two Ruan Center, 601 Locust Street, Suite 1400, Des Moines, Iowa 50309 (“F&G”), and Rajesh Krishnan, an individual with a residence at 203 Ridgewood Road, Baltimore, Maryland 21210 (“Executive”), as of January 1, 2019.
VOTING AGREEMENTVoting Agreement • February 7th, 2020 • FGL Holdings • Life insurance • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of February 7, 2020, is by and among FGL Holdings, a Cayman Islands exempted company (the “Company”), Fidelity National Financial, Inc., a Delaware corporation (“Parent”), and the Persons executing this Agreement as “Shareholders” on the signature pages hereto (each a “Shareholder” and collectively, the “Shareholders”).
EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • December 1st, 2017 • FGL Holdings • Life insurance • Delaware
This Equity Purchase Agreement (this “Agreement”) is entered into as of November 29, 2017, between CF Corporation, a Cayman Islands exempted company (the “Company”), and Fidelity National Financial, Inc. (the “Purchaser”).
NON-STATUTORY STOCK OPTION AGREEMENTNon-Statutory Stock Option Agreement • March 1st, 2019 • FGL Holdings • Life insurance • New York
This Non-Statutory Stock Option Agreement (the “Agreement”), is dated as of December 21, 2018 (the “Grant Date”), between FGL Holdings (the “Company”), and Jonathan Bayer (the “Grantee”). This Agreement shall constitute an “inducement award” under the New York Stock Exchange Rules and will not reduce the number of shares of Stock available for grant under the FGL Holdings 2017 Omnibus Incentive Plan (the “Plan”). The terms and conditions of the Plan are incorporated herein by reference and this Agreement shall be interpreted and applied as if this Agreement was granted under the Plan.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 25th, 2016 • CF Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 19, 2016 by and between CF Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
CF Corporation Las Vegas, Nevada 89134 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • April 21st, 2016 • CF Corp • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among CF Corporation, a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 60,000,000 of the Company’s units (including up to 9,000,000 Units that may be purchased to cover over-allotments, if any, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold
first AMENDMENT TO THE FORWARD PURCHASE AGREEMENTForward Purchase Agreement • May 3rd, 2016 • CF Corp • Blank checks • Delaware
This First Amendment to the Forward Purchase Agreement (this “Amendment”) is entered into as of May 2, 2016, among CF Corporation, a Cayman Islands exempted company (the “Company”), the party listed as the purchaser on the signature page hereof (the “Purchaser”) and CF Capital Growth, LLC (the “Sponsor”).
AGREEMENT AND PLAN OF MERGER by and among FIDELITY NATIONAL FINANCIAL, INC. F I CORP. F II CORP. and FGL HOLDINGS Dated as of February 7, 2020Agreement and Plan of Merger • February 7th, 2020 • FGL Holdings • Life insurance • Delaware
This AGREEMENT AND PLAN OF MERGER (together with all annexes, letters, schedules and exhibits hereto, this “Agreement”), dated as of February 7, 2020, is by and among Fidelity National Financial, Inc., a Delaware corporation (“Parent”), F I Corp., a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Merger Sub I”), F II Corp., a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, “Merger Subs”), and FGL Holdings, a Cayman Islands exempted company (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 2nd, 2020 • FGL Holdings • Life insurance • Iowa
This Employment Agreement (the “Agreement”), dated as of November 11, 2019 (the “Effective Date”), is made by and between FGL HOLDINGS (together with its subsidiaries, the “Company”) and John Fleurant (the “Executive”). The Company and the Executive are hereinafter also referred to individually as “Party” and together as “Parties.”
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 3rd, 2016 • CF Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________ by and between CF Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ContractFGL Holdings • December 1st, 2017 • Life insurance • New York
THIS NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THIS NOTE AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
SECOND SUPPLEMENTAL INDENTURESupplemental Indenture • June 1st, 2020 • FGL Holdings • Life insurance • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 1, 2020, among Fidelity National Financial, Inc. (the “FNF Parent”), FIDELITY & GUARANTY LIFE HOLDINGS, INC. (or its permitted successor), a Delaware corporation (the “Company”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (together with its successors and assigns, in such capacity, the “Trustee”) under the Indenture referred to below.
GUARANTEE AGREEMENT Dated as of November 30, 2017 among FIDELITY & GUARANTY LIFE, FGL US HOLDINGS INC., FIDELITY & GUARANTY LIFE BUSINESS SERVICES, INC. and the other GUARANTORS Party Hereto and ROYAL BANK OF CANADA, as Administrative AgentGuarantee Agreement • December 1st, 2017 • FGL Holdings • Life insurance • New York
This GUARANTEE AGREEMENT (as amended, restated, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time, this “Agreement”) dated as of November 30, 2017 is entered into by and among FIDELITY & GUARANTY LIFE, a Delaware corporation (“FGL”), FGL US HOLDINGS INC., a Delaware corporation (“FGL US”), FIDELITY & GUARANTY LIFE BUSINESS SERVICES, INC., a Delaware corporation (“FGLBS”), the other Guarantors party hereto and ROYAL BANK OF CANADA, as Administrative Agent.
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, 2017Agreement and Plan of Merger • May 31st, 2017 • CF Corp • Blank checks • 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”).
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • December 1st, 2017 • FGL Holdings • Life insurance • Iowa
This Investment Management Agreement (the “Agreement”), dated as of November 30, 2017, is by and between Fidelity & Guaranty Life Insurance Company, a life insurance company domiciled in the State of Iowa (the “Company”) and Blackstone ISG-I Advisors L.L.C., a Delaware limited liability company (the “Investment Manager”).
VOTING AGREEMENTVoting Agreement • February 7th, 2020 • FGL Holdings • Life insurance • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of February 7, 2020, is by and among Fidelity National Financial, Inc., a Delaware corporation (“Parent”), FGL Holdings, a Cayman Islands exempted company (the “Company”) and the Persons executing this Agreement as “Shareholders” on the signature pages hereto (each a “Shareholder” and collectively, the “Shareholders”).
CF CORPORATION Las Vegas, Nevada 89134Administrative Services Agreement • April 6th, 2016 • CF Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and between CF Corporation (the “Company”) and [ ], dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NASDAQ Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Second Amended and Restated Investor Agreement October 6, 2017Letter Agreement • November 14th, 2017 • CF Corp • Life insurance • Delaware
This amended and restated letter agreement (this “Letter Agreement”) amends, restates and supersedes in its entirety, effective as of the date hereof, that certain Amended and Restated Investor Agreement, dated June 6, 2017, among CF Corporation, Blackstone Tactical Opportunities Fund II L.P. (the “BTO Fund”), GSO Capital Partners LP (“GSO”) and Fidelity National Financial, Inc. (“FNF”, and collectively with the BTO Fund and GSO, the “Investors”). This Letter Agreement is issued in connection with (i) the Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the Letter Agreement, the “Merger Agreement”), dated as of May 24, 2017, by and among CF Corporation, FGL US Holdings Inc., FGL Merger Sub Inc. and Fidelity & Guaranty Life and (ii) the Share Purchase Agreement (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with this Letter Agreement, the “Share Purch
SEVERANCE AGREEMENT AND RELEASESeverance Agreement and Release • December 19th, 2018 • FGL Holdings • Life insurance • Iowa
THIS SEVERANCE AGREEMENT AND RELEASE (the “Agreement”) is entered into by and between FGL Holdings, including all of its past and present parents, subsidiaries, affiliates and related entities (collectively, the “Employer”), and Christopher J. Littlefield (“Executive”).
FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGERThe Agreement and Plan of Merger • April 24th, 2020 • FGL Holdings • Life insurance
THIS FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of April 24, 2020, is by and among Fidelity National Financial, Inc., a Delaware corporation (“Parent”), F I Corp., a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Merger Sub I”), F II Corp., a Cayman Islands exempted company and wholly owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, “Merger Subs”), and FGL Holdings, a Cayman Islands exempted company (the “Company”).
FIDELITY & GUARANTY LIFE HOLDINGS, INC. as Issuer THE GUARANTORS PARTY HERETO INDENTURE Dated as of April 20, 2018 WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee PROVIDING FOR THE ISSUANCE OF NOTES IN SERIESSupplemental Indenture • April 25th, 2018 • FGL Holdings • Life insurance • New York
INDENTURE, dated as of April 20, 2018, as amended, restated, supplemented or otherwise modified from time to time (this “Indenture”), among FIDELITY & GUARANTY LIFE HOLDINGS, INC., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), CF BERMUDA HOLDINGS LIMITED, a Bermuda exempted company (the “Parent”), FGL US HOLDINGS INC., a corporation duly organized and existing under the laws of the State of Delaware ( the “Intermediate Guarantor”), certain other subsidiaries of the Parent from time to time party hereto (the “Subsidiary Guarantors” and together with the Parent and the Intermediate Guarantor, the “Guarantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (together with its successors and assigns, in such capacity, the “Trustee”).
NOMINATING AND VOTING AGREEMENTNominating and Voting Agreement • December 1st, 2017 • FGL Holdings • Life insurance • Delaware
THIS NOMINATING AND VOTING AGREEMENT (this “Agreement”), is made and entered into as of November 30, 2017, by and among Blackstone Tactical Opportunities Fund II L.P. (“BTO”), Chinh E. Chu (“Chu”), William P. Foley, II (“Foley”) and CF Corporation (the “Company” and, collectively with BTO, Chu and Foley, the “Parties”). BTO, Chu and Foley are referred to herein as the “Nominating Parties.”
VOTING AGREEMENTVoting Agreement • February 7th, 2020 • FGL Holdings • Life insurance • Delaware
This VOTING AGREEMENT (this “Agreement”), dated as of February 7, 2020, is by and among FGL Holdings, a Cayman Islands exempted company (the “Company”), Fidelity National Financial, Inc., a Delaware corporation (“Parent”), and the Persons executing this Agreement as “Shareholders” on the signature pages hereto (each a “Shareholder” and collectively, the “Shareholders”).
Fidelity National Financial, Inc. Jacksonville, Florida 32204 May 24, 2017Letter Agreement • August 14th, 2017 • CF Corp • Life insurance • Delaware
This letter (the “Letter Agreement”) sets forth the commitment of Fidelity National Financial, Inc. (“Sponsor”), on the terms and subject to the conditions described below, to purchase, or cause the purchase of, the equity of CF Corporation, a Cayman Islands exempted corporation (“CF Corp”). It is contemplated that, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among 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 direct subsidiary of Parent (“Merger Sub”), and Fidelity & Guaranty Life, a Delaware corporation (the “Company”), Parent will acquire the Company by merging Merger Sub with and into the Company (the “Merger”). Each capitalized term used but not defined in t
Amended and Restated Investor Agreement June 6, 2017Letter Agreement • August 14th, 2017 • CF Corp • Life insurance • Delaware
This amended and restated letter agreement (this “Letter Agreement”) amends, restates and supersedes in its entirety, effective as of May 24, 2017, that certain letter agreement, dated May 24, 2017, among CF Corporation, Blackstone Tactical Opportunities Fund II L.P. (the “BTO Fund”), GSO Capital Partners LP (“GSO”) and Fidelity National Financial, Inc. (“FNF”, and collectively with the BTO Fund and GSO, the “Investors”). This Letter Agreement is issued in connection with (i) the Agreement and Plan of Merger (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with the Letter Agreement, the “Merger Agreement”), dated as of May 24, 2017, by and among CF Corporation, FGL US Holdings Inc., FGL Merger Sub Inc. and Fidelity & Guaranty Life and (ii) the Share Purchase Agreement (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with this Letter Agreement, the “Share Purchase Agreement” and, togeth
