Federal Life Group, Inc. Sample Contracts

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STANDBY STOCK PURCHASE AGREEMENT
Standby Stock Purchase Agreement • October 11th, 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”).

EXECUTIVE AGREEMENT
Executive Agreement • October 11th, 2018 • Federal Life Group, Inc. • Life insurance • Illinois

Agreement made this 30th day of November 2017 between FEDERAL LIFE INSURANCE COMPANY, an Illinois stock life insurance company (hereinafter referred to as the “Company”), and WILLIAM S. AUSTIN (hereinafter sometimes referred to as the “President”).

EXECUTIVE AGREEMENT
Executive Agreement • October 11th, 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 JOSEPH D. AUSTIN (hereinafter sometimes referred to as the “Chairman”).

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”).

EMPLOYMENT AGREEMENT FOR THE EXECUTIVE VICE PRESIDENT AND CHIEF MARKETING OFFICER November 15, 2018
Employment Agreement • December 17th, 2018 • Federal Life Group, Inc. • Life insurance • Illinois

Agreement made this 15th day of November 2018 between FEDERAL LIFE GROUP, INC., a Pennsylvania corporation, FEDERAL LIFE INSURANCE COMPANY, an Illinois stock life insurance company, and any subsidiaries or affiliates (hereinafter referred to as the “Corporation”) 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”).

RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • October 30th, 2018 • Federal Life Group, Inc. • Life insurance • Pennsylvania
NONQUALIFIED STOCK OPTION AGREEMENT
Nonqualified Stock Option Agreement • October 30th, 2018 • Federal Life Group, Inc. • Life insurance
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:

EMPLOYMENT AGREEMENT FOR THE PRESIDENT AND CHIEF EXECUTIVE OFFICER November 15, 2018
Employment Agreement • December 17th, 2018 • Federal Life Group, Inc. • Life insurance • Illinois

Agreement made this 15th day of November 2018 between FEDERAL LIFE GROUP, INC., a Pennsylvania corporation; FEDERAL LIFE INSURANCE COMPANY, an Illinois stock life insurance company, and any subsidiaries or affiliates (hereinafter referred to as the “Corporation”) and WILLIAM S. AUSTIN (hereinafter sometimes referred to as the “President”).

Second AMENDMENT TO STANDBY STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • October 30th, 2018 • Federal Life Group, Inc. • Life insurance

THIS SECOND AMENDMENT TO STANDBY PURCHASE AGREEMENT (“Amendment”) is made effective as of October 29, 2018, by and among 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”).

EMPLOYMENT AGREEMENT FOR THE EXECUTIVE CHAIRMAN November 15, 2018
Employment Agreement • December 17th, 2018 • Federal Life Group, Inc. • Life insurance • Illinois

Agreement made this 15th day of November 2018 between FEDERAL LIFE GROUP, INC., a Pennsylvania corporation, FEDERAL LIFE INSURANCE COMPANY, an Illinois stock life insurance company, and any subsidiaries or affiliates (hereinafter referred to as the “Corporation”), and JOSEPH D. AUSTIN (hereinafter sometimes referred to as the “Executive Chairman”).

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