Exhibit 4.2
STOCKHOLDERS' AGREEMENT
THIS AGREEMENT dated as of April 30, 1997 (the "Agreement"), among AMERICAN
EQUITY INVESTMENT LIFE HOLDING COMPANY, a Delaware corporation (the "Company"),
XXXXX X. XXXXX, a resident of the State of Iowa ("Noble"), TWENTY SERVICES,
INC., an Alabama corporation ("Twenty"), XXXXXXX XXXXXX XXXXX INC., a Texas
corporation ("SMM"), and the undersigned stockholders of the Company (the
"Stockholders");
W I T N E S S E T H
WHEREAS, at the date of this Agreement, the authorized capital stock the
Company, consists of 2,500,000 shares of common stock, $1.00 par value (the
"Common Stock"), of which 1,180,000 shares of Common Stock are issued and
outstanding; and
WHEREAS, the Company has authorized the issuance of 100,000 common stock
purchase warrants (the "Warrants") with an exercise price of $12.00 per share
subject to adjustment upon the occurrence of certain events; and
WHEREAS, the Company has issued SMM a common stock purchase warrant (the
"SMM Warrant") to purchase 20 units each consisting of 2,500 shares of Common
Stock and 500 detachable common stock purchase warrants with an exercise price
of $12.00 per share subject to adjustment upon the occurrence of certain events
at an exercise price of $30,000 per unit;
NOW THEREFORE, in consideration of the premises and the mutual covenants
herein contained, the parties hereto agree as follows:
1. Definitions. For purposes of this Agreement.
(a) Addendum Agreement. The term "Addendum Agreement" means an
agreement in substantially the form of Exhibit A attached hereto entered
into between a person or entity (other than a Stockholder) who is acquiring
Securities from an SMM Stockholder of the Company.
(b) Affiliate. The term "Affiliate" means:
(i) if such Stockholder is a corporation, any person that
directly or indirectly controls or is controlled by or under common
control with such Stockholder;
(ii) if such Stockholder is a trust, the beneficiary of such
Stockholder, any trust created for the benefit of the beneficiary of
such Stockholder, and any successor trustee or trustees of such
Stockholder; and
(iii) if such Stockholder is an Individual Stockholder, any
spouse, former spouse, or descendent of such Individual Stockholder,
and any trust created for the benefit of such Individual Stockholder
or for the benefit of any spouse, former spouse, or descendent of such
Individual Stockholder.
(c) For purposes of paragraph (b) of this Section 1, the terms
"controlling," "controlled by," and "under common control with" means
possession, directly or indirectly, by a person of the power to direct or
cause the direction of the management of another person or a group of
persons, whether through the ownership of voting securities, by contract or
otherwise.
(d) Disposition. The term "Disposition" means any sale, assignment,
passage, gift, exchange, distribution, charge, pledge, mortgage, transfer,
or other disposition of Securities (or any interest therein) whatsoever,
whether voluntary or involuntary, and any transaction, whether voluntary or
involuntary, occurring by operation of law or otherwise, or any transaction
that has the purpose or effect of making one or more of the following
changes:
(i) a change in the ownership of any Securities covered by this
Agreement or any stock certificate or certificates representing such
Securities; or
(ii) a change in the identity, ownership, or control of the
holder or owner of the legal title to or the beneficial or equitable
interest in any Securities covered by this Agreement or any stock
certificate or certificates representing such Securities.
(e) Effective Date. The term "Effective Date" means the date on which
(i) in the case of a purchase of Securities under Section 2 hereof, the
Offering Notice referred to in Section 2(a) is sent in accordance with the
provisions thereof.
(f) Individual Stockholder. The term "Individual Stockholder" means a
Stockholder who is a natural person.
(g) Person. The term "person" means an individual, a corporation, a
trust, a partnership, a joint stock association, a business trust or a
government or agency or subdivision thereof, and shall include the singular
and the plural.
(h) Securities. The term "Securities" means the Common Stock, the
Warrants, and the SMM Warrant (whether presently or hereafter issued and
outstanding and whether now owned or hereafter acquired), and any shares of
Common Stock issuable upon exercise of the Warrants or the SMM Warrant.
Moreover, all references herein to Securities owned by any Individual
Stockholder include the community interest, if any, of the spouse of a
Stockholder in such Securities.
(i) SMM Stockholders. The term "SMM Stockholders" means SMM, the
Stockholders listed on Exhibit __, the holders of Common Stock issued upon
exercise of any of the Warrants, and any Affiliates of such persons to whom
Securities may hereafter be transferred by such persons or by an affiliate
of such persons in accordance with Section 5, and the respective executors,
administrators, and successors of each such person.
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(j) Stockholder. The term "Stockholder" means a holder of the Common
Stock, the Warrants, or the SMM Warrant (or Common Stock issuable upon
exercise of the Warrants or the SMM Warrant) (whether now owned or
hereafter acquired) and shall include the heirs, executors, administrators,
successors, and assigns of a Stockholder.
(k) Stockholder Representative. The term "Stockholder Representative"
means the person named as the representative and agent of the SMM
Stockholders pursuant to Section 9.
(l) Subsidiary. The term "Subsidiary" means any corporation controlled
by the Company or any other Subsidiary.
2. Right of First Refusal on Securities. If any SMM Stockholder desires to
make a Disposition of any Securities owned or held by such Stockholder, and all
of the other SMM Stockholders do not consent to the Disposition or such
Disposition is not otherwise permitted by this Agreement, then such SMM
Stockholder (for purposes of this Section 2, the "Selling Stockholder"), prior
to making such Disposition, shall first offer such Securities (for purposes of
this Section 2, the "Option Securities") for sale to the other SMM Stockholders
all in accordance with the following provisions of this Section 2.
(a) Option Price; Terms; Offering Notices. The price at which the
Selling Stockholder shall be required to offer the Option Securities, and
the terms of such offer, shall be the price at which and the terms upon
which any proposed third party purchaser shall have offered to purchase the
Option Securities from the Selling Stockholder and which the Selling
Stockholder is prepared to accept (the "Option Price"). Each offer required
to be made by the Selling Stockholder pursuant to this Section 2 shall be
made by a written notice (for purposes of this Section 2, the 'Offering
Notice"), which shall state that the offer is being made pursuant to
Section 2 of this Agreement and which shall set forth the number of Option
Securities, the name or names of the proposed purchaser or purchasers of
the Option Securities, the price offered by such proposed purchaser or
purchasers for the Option Securities, the method of payment of the purchase
price and the scheduled date of consummation of such proposed sale. A copy
of any written offer from any proposed purchaser shall be attached to each
Offering Notice. In connection with offers pursuant to Section 2(b), each
Stockholder receiving an Offering Notice may elect to purchase all or any
part of his proportionate part of the Option Securities, determined by
multiplying the Option Securities by a fraction, the numerator of which
shall be the number of shares of Common Stock (assuming the exercise of the
Warrants and the SMM Warrant) owned by such Stockholder and the denominator
of which shall be the number of shares of Common Stock (assuming all the
Warrants and the SMM Warrant are exercised) owned, for purposes of Section
2(b), by all of the SMM Stockholders other than the Selling Stockholder.
(b) Offer to the Other SMM Stockholders. The Selling Stockholder shall
first offer the Option Securities to the other SMM Stockholders by
delivering an Offering Notice to such persons. Subject to the provisions of
paragraph (d) of this Section 2, each other
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SMM Stockholders shall then have the option for a period of 15 days from
the Effective Date of the Offering Notice to elect to purchase all or any
part of his or her proportionate share of the Option Securities, such
election to be evidenced by a written reply notice given by the Stockholder
Representative to the Selling Stockholder within such 15-day period of
time. Upon the expiration of such 15-day period, if the other SMM
Stockholders have not elected to purchase all of the Option Securities, the
Selling Stockholder shall promptly notify each of the other SMM
Stockholders who has elected to purchase his or her full proportionate part
of the Option Securities of such fact and of the number of Option
Securities (the "Balance Securities") with respect to which an option to
purchase was not made during the initial 15-day period. The other SMM
Stockholders who elected to purchase their proportionate part of the Option
Securities during the initial 15-day period shall then have an additional
15 days from the expiration of the initial 15day period within which to
elect to purchase their respective proportionate part of the Balance
Securities, such proportionate part to be determined by multiplying the
Balance Shares by a fraction, the numerator of which shall be the number of
shares of Common Stock (assuming the exercise of the Warrants and the SMM
Warrant) owned by the electing SMM Stockholders and the denominator of
which shall be the total number of shares of Common Stock owned by all of
the electing SMM Stockholders. Each of the other electing the SMM
Stockholders who desires to purchase his or her proportionate part of the
Balance Securities shall then notify the Selling Stockholder by delivering
a reply notice to the Selling Stockholder within no more than 30 days after
the effective date of the Offering Notice. If by such reply notices one or
more SMM Stockholders accept the offer made by the Selling Stockholder,
subject only to the provisions of paragraph 4(e) of this Section 2, the
reply notice shall constitute an agreement binding on the Selling
Stockholder and such other electing Stockholder to sell and purchase the
Option Securities specified in such reply notices at the Option Price.
(c) Lapse of Options. If the other SMM Stockholders do not elect to
purchase all of the Option Securities pursuant to the provisions of
paragraph (b) of this Section 2, the Selling Stockholder shall then have
the right either to (i) elect to sell to the other Stockholders, whatever
number of the Option Securities the other Stockholders have elected to
purchase pursuant to paragraph (b) of this Section 2, or (ii) withdraw all
offers under this Section 2 and either retain the Option Securities or,
within 90 days from the effective date of the Offering Notice delivered by
the Selling Stockholder pursuant to paragraph (a) of this Section 2, sell
all of the Option Securities to the proposed purchaser at the Option Price;
provided, however, that (i) no sale of all or a part of the Option
Securities shall be made at any price lower than the Option Price or on
terms different from those specified in the Offering Notice or to any
person or persons other than the person or persons specified in the
Offering Notices, and (ii) the person or persons to whom the Option
Securities are to be transferred enters into an Addendum Agreement in
substantially the form of Appendix A hereto pursuant to which such person
or persons agrees to be bound by all the terms and provisions of this
Agreement. If after the lapse of the 90-day period the Option Securities
shall not have been sold, all the provisions of this Agreement, including
the provisions of this Section 2 shall apply to any future Disposition of
Securities owned by the Selling Stockholder.
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(d) Consummation of Purchases. Each transaction of purchase and sale
of Option Securities pursuant to this Section 2 shall be completed by
delivery of the certificates representing such Option Securities endorsed
in blank, or accompanied by duly executed stock powers, and by actual
registration of the transfer of the Option Securities on the books of the
Company upon payment of the purchase price to the Selling Stockholder in a
lump sum payment in cash or on the terms specified in the Offering Notice
if different. Any such transaction shall be closed at such time and place
as shall be agreed upon by the parties thereto, or, if no such agreement is
reached, at the principal office of the Company on the 15th day following
the date of delivery of the last reply notice given in connection with such
transaction or, if such day shall not be a business day, on the first
business day thereafter during normal business hours.
3. Transfers to Other Stockholders. Notwithstanding the provisions of
Section 2, any SMM Stockholder may transfer all or any Securities owned or held
by such Stockholder to any other Stockholder or Stockholders; provided that, (i)
if such SMM Stockholder proposes to transfer any Securities to a Stockholder
that is not a SMM Stockholder, such SMM Stockholder shall first offer such
Securities to the other SMM Stockholders in accordance with the provisions of
Section 2(b) and (ii) prior notice of any transfer made pursuant to this Section
3 is given by the Stockholder making the transfer to all other Stockholders and
the Company.
4. Transfer Within SMM Group. Notwithstanding the provisions of Section 2,
any SMM Stockholder may transfer all or any Securities owned or held by such
Stockholder to any other SMM Stockholder; provided, that, prior notice of any
transfer made pursuant to this Section 4 is given by the Stockholder making the
transfer to all other Stockholders and the Company.
5. Transfers to Affiliates. Notwithstanding the provisions of Section 2,
Securities owned by any SMM Stockholder may be transferred in whole by such
Stockholder to any Affiliate of such Stockholder, provided that (i) prior notice
of the transfer is given to all other SMM Stockholders and the Company by the
Stockholder making the transfer, (ii) the Affiliate to whom Securities are to be
transferred enters into an Addendum Agreement in substantially the form of
Appendix A hereto pursuant to which such Affiliate agrees to be bound by all the
terms and provisions of this Agreement, and (iii) such transfer is exempt from
registration under the Securities Act of 1933, as amended, and applicable state
securities law. The intent of this Section 5 is to allow Stockholders to make
transfers of Securities that do not and will not affect, and which do not have
as their purpose, any change in the person or group of related persons who,
prior to any such transfer, directly or indirectly, control or derive the
ultimate economic benefit from the transferred shares. Any transfer of
Securities which is inconsistent with the intent of this Section 5 or that has
as its purpose a change in the person or related persons who, prior to any such
transfer, directly or indirectly, control or derive the ultimate economic
benefit from such shares shall not be permitted by this Section 5.
6. Transfers by Pledge. Notwithstanding the provisions of Section 2, any
SMM Stockholder may pledge or mortgage any Securities owned or held by such
Stockholder in connection with a bona fide transaction and as security for an
obligation of such Stockholder that such Stockholder fully intends to perform.
Any permitted pledge or mortgage may be made at any
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time without the consent of the other SMM Stockholders; provided that, any
Disposition of Securities upon foreclosure of such pledge or mortgage shall be
subject to the provisions of this Agreement including Section 2.
7. Transfers by SMM. Notwithstanding the provisions of Section 2, SMM may
transfer a portion of the SMM Warrant or Securities that may be issued upon
exercise of the SMM Warrant to any Additional Agents (as defined in the
Placement Agent Agreement between the Company and SMM), and officers, directors,
or employees of SMM; provided that (i) prior notice of the transfer is given to
all other Stockholders and the Company by SMM and (ii) the recipient to whom the
Warrant or Securities are transferred enters into an Addendum Agreement in
substantially the form of Appendix A hereto pursuant to which the recipient
agrees to be bound by all the terms and provisions of this Agreement.
8. Co-Sale Obligations. (a) If Noble or Twenty (for purposes of this
Section 8, a "Selling Stockholder") propose to make any Disposition of any
shares of Common Stock, the Selling Stockholder shall deliver a written notice
to each of the other Stockholders (the "Co-Sale Obligees") notifying each
Co-Sale Obligee of such proposed Disposition and permit the Co-Sale Obligees or
any of them, as each Co-Sale Obligee may elect, to participate in such
Disposition as set forth in this Section 8. Such election shall be exercised, if
at all, by written notice (the "Co-Sale Notice") given by each of the electing
Co-Sale Obligees to the Selling Stockholder and the other Co-Sale Obligees
within 15 days after the notice from the Selling Stockholder to the Co-Sale
Obligees has been effectively given to the Co-Sale Obligees. The Co-Sale Notice
shall state the number of shares the Co-Sale Obligee giving such Co-Sale Notice
wishes to sell to the proposed purchaser ("Offeror").
(b) Following receipt of any Co-Sale Notice, the Selling Stockholder
shall use its best efforts to interest the Offeror in purchasing all of the
Securities that the Co-Sale Obligees desire to sell, together with the
Securities of the Selling Stockholder. If the Offeror does not wish to
purchase the full amount of such shares, each electing Co-Sale Obligee
shall be entitled to sell to the Offeror his pro rata share of the total
Securities to be purchased. The pro rata share will be that fraction of the
total Securities to be purchased, the numerator of which is the number of
Securities such electing Co-Sale Obligee desires to sell and the
denominator of which is the total number of Securities the Selling
Stockholder and the electing Co-Sale Obligees desire to sell, all
calculated on an as- converted basis.
(c) Absent any material change in the terms or conditions of
Disposition from the terms or conditions specified in the notice referred
to in paragraph (a) of this Section 8, the Selling Stockholder shall be
entitled to complete the Disposition of all the Securities of the Selling
Stockholder if no Co-Sale Obligee notifies the Selling Stockholder in
writing by the end of the 15day period referred to in paragraph (a) of this
Section 8, or, if the Selling Stockholder does receive a Co-Sale Notice
within such 15-day period, at the same time as the electing Co-Sale
Obligee(s) complete(s) the sale of Securities in connection with the valid
exercise of the co-sale rights pursuant to this Section 8.
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(d) The Selling Stockholder shall keep the electing Co-Sale Obligees
fully informed of the progress of each Disposition and shall use his best
efforts to assist each electing Co-Sale Obligee in completing such
Disposition. If any Co-Sale Obligee elects not to participate in such
Disposition and thereafter the terms or conditions of such Disposition
materially change from the terms or conditions specified in the notice
referred to in paragraph (a) of this Section 8, or if the Selling
Stockholder fails to consummate his Disposition to the Offeror within 75
days following the expiration of the 15-day period referred to in paragraph
(a) of this Section 8, the Selling Stockholder shall again offer the
Co-Sale Obligees the ability to participate in such Disposition in
accordance with this Section 8.
(e) Notwithstanding the foregoing, the Co-Sale Obligees' right of
co-sale shall not apply to:
(i) any Disposition by a Selling Stockholder of less than 20,000
shares of Common Stock or 5,000 Warrants so long as no more than an
aggregate of 20,000 shares of Common Stock or 5,000 Warrants have been
sold, transferred or otherwise disposed of by such Selling Stockholder
in the prior 12-month period; or
(ii) any involuntary Disposition by Noble as the result of his
death or permanent disability or any Disposition by Noble that would
be permitted pursuant to Section 5 if Noble was a Stockholder.
9. Appointment of Stockholder Representative. Each of the SMM Stockholders
hereby appoints Xxxxxxx Xxxxxx Xxxxx Inc., as his or its representative and
agent (herein called the "Stockholder Representative") through whom all actions
of the Stockholders, described in this Agreement are to be taken and to whom all
communications to such Stockholders may be directed. This appointment of the
Stockholder Representatives shall be irrevocable, except that the Stockholder
Representative may resign or be removed in which case a successor to such
Stockholder Representative shall be appointed and notice of such successor
Stockholder Representative shall be given to all parties to the Agreement. Any
proposal to remove the Stockholder Representative, or to appoint a successor,
must be approved by a written instrument signed and acknowledged by the
Stockholder owning two-thirds of the Common Stock owned by all the Stockholders.
The Stockholder Representative or any successor shall have full power and
authority to act in the name and on behalf of each of the Stockholder
Stockholders in all matters relating to the Agreement and the transactions
contemplated hereby, as though the Stockholder Representative or such successor
were such Stockholder, and all such actions taken by the Stockholder
Representative or such successor shall be binding upon such Stockholders;
provided, however, that all rights inherent in the ownership of capital stock of
the Company (e.g. voting rights, rights to receive dividends and rights upon
liquidation) shall be retained in and exercised by the individual Stockholders.
10. Legend on Share Certificates. Each of the SMM Stockholders hereby
agrees that the following legend shall be written, printed or stamped on all
certificates representing Securities:
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"The securities represented by this certificate are subject to the terms
and conditions of a Stockholders' Agreement dated as of April 30, 1997,
among certain of the holders of Common Stock of the Corporation, a copy of
which may be obtained from the Corporation or from the holder of this
certificate. No transfer of such securities will be made on the books of
the Corporation unless accompanied by evidence of compliance with the terms
of such Agreement."
"The securities represented by this certificate have not been registered
under the Securities Act of 1933, as amended, or the securities laws of any
state (collectively, the "Acts"). Neither the securities nor any interest
therein may be offered, sold, transferred, pledged or otherwise disposed of
in the absence of an effective registration statement with- respect thereto
under all of the applicable Acts, or an opinion of counsel satisfactory to
the Company to the effect that such registrations are not required."
11. Notices. All notices (including Offering Notices and notices accepting
or rejecting offers made by Offering Notices), requests, consents and other
communications under @s Agreement shall be in writing and shall be deemed to
have been delivered and shall be deemed effective for all purposes hereunder, on
the date mailed, postage prepaid, by certified mail, return receipt requested,
or on the date personally delivered or telegraphed and confirmed:
(i) if to SMM, to Xxxxxxx Xxxxxx Xxxxx Inc., 0000 Xxxxx Xxxxxxxx
Xxxxx, Xxxxxxx, Xxxxx 00000 Attn: Xxx X. Xxxxxx;
(ii) if to Noble or Twenty, to X. X. Xxxxx, c/o American Equity
Investment Life Holding Company, 0000 Xxxxxxx Xxxxxxx, Xxxx Xxx Xxxxxx,
Xxxx 00000
(iii) if to the Company, to American Equity Investment Life Holding
Company, 0000 Xxxxxxx Xxxxxxx, Xxxx Xxx Xxxxxx, Xxxx 00000; and
(iv) if to a Stockholder to the address set forth next to his
signature on the signature page hereof.
Any party hereto may designate a different address by notice to the other
parties.
12. Joinder of Spouses. The spouse of each Individual SMM Stockholder, who
is a resident of the State of Texas or another community property state, by such
spouse's execution of this Agreement, acknowledges that such spouse is fully
aware of, understands and agrees to the provisions of this Agreement and its
binding effect upon any interest, community or otherwise, such spouse may at any
time have in any Securities, and by such execution such spouse agrees that the
termination of such spouse's marriage to such Stockholder for any reason shall
not have the effect of removing any Securities otherwise subject to this
Agreement from the coverage hereof.
13. Miscellaneous Provisions.
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(a) Governing Law. This Agreement shall be subject to and governed by
the laws of the Delaware without consideration of its conflict of laws
provisions.
(b) Binding Effect. This Agreement shall be binding. upon the
Stockholders and their successors and assigns.
(c) Amendment. This Agreement may be amended from time to time by an
instrument in writing signed by Stockholders holding a two-thirds majority
of the Securities who are parties to this Agreement at the time of such
amendment.
(d) Termination. This Agreement shall terminate automatically upon (i)
the occurrence of any event which reduces the number of Stockholders to
one, (ii) the dissolution of the Company, (iii) the vote of holders of 50%
or more of the shares of Common Stock covered by this Agreement owned by
the SMM Stockholders and the agreement of Noble, (iv) the Common Stock is
listed on a national securities exchange or quoted on the Nasdaq National
Market System, or (iv) the fifth anniversary of the execution of this
Agreement (provided, however, that any transaction subject to the
provisions of Section 2 or 8 at the time of termination of this Agreement
pursuant to clause (iv) shall remain subject to such Sections
notwithstanding the termination of the Agreement).
(e) Attempted Breaches. Any attempted Disposition in breach of this
Agreement shall be void and of no effect. All Securities which are the
subject matter of any such attempted Disposition shall continue to be
subject to this Agreement, and such attempted Disposition shall constitute
an offer made by the Stockholder attempting or making any such Disposition,
and the provisions of Section 2 shall be deemed to be in effect upon such
attempted Disposition and an Offering Notice or other required offer or
Notice shall be deemed to have been delivered in connection therewith;
provided, however, that the date of delivery of the first Offering Notice
or other offer for purposes of Section 2, shall be deemed to be the date as
of which the party to whom such Offering Notice or other written offer
shall have been deemed to be sent has actual knowledge of such attempted
Disposition. The party to whom such Offering Notice or other written offer
shall have been deemed to be sent shall, upon obtaining actual knowledge of
such attempted Disposition, deliver a notice of such attempted Disposition
to the other Stockholders. Each party hereto acknowledges that a remedy at
law for any breach or attempted breach of Sections 2 through and including
10 shall be inadequate, agrees that each other party hereto shall be
entitled to specific performance and injunctive and other equitable relief
in case of any such breach or attempted breach and further agrees to waive
any requirement for the securing or posting of any bond in connection with
the obtaining of any such injunctive or other equitable relief.
(f) Sale of Securities. Any Stockholder who sells all of its
Securities shall cease to be a party to this Agreement and shall thereafter
have no further rights hereunder.
(g) Partial Invalidity. If any term or provision contained in this
Agreement is or is hereafter found to be inconsistent with, contrary to, or
invalid or unenforceable, under any law or official rule, regulation or
order, this Agreement shall be deemed to be modified
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accordingly and the remaining terms and provisions of this Agreement shall
not be affected thereby and shall continue in full force and effect.
(h) Sales of Securities. No SMM Stockholder shall sell any Securities
to any Person who is not already a party hereto unless such Person and the
spouse of such Person agree to become parties to this Agreement
contemporaneously with the sale of such Securities. Any such person and the
spouse of such Person shall become parties to this Agreement by the
execution of an Addendum Agreement, which Addendum Agreement shall bind
them to, and grant them the benefits of, this Agreement as though they were
original parties hereto.
(i) Power of Attorney. The Stockholder Representative is hereby
granted a power of attorney to act as attorney-in-fact for each of the
Stockholders for the purpose of executing any Addendum Agreements required
hereunder. Such power of attorney shall be irrevocable, be deemed to be
coupled with an interest and shall survive the death, disability or other
incapacity of each SMM Stockholder.
(j) Counterparts. This Agreement may be signed by each party hereto
upon a separate copy, in which event all of such copies shall constitute a
single agreement. This Agreement may be executed in two or more
counterparts with the same effect as if signatures thereto and hereto were
upon the same instrument, each of which shall be deemed an original, and it
shall not be necessary in making proof of this Agreement to produce or
account for more than one such counterpart.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in
multiple counterparts, each of which shall be deemed an original, on the date
and year first above written.
AMERICAN EQUITY INVESTMENT LIFE
HOLDING COMPANY
By: /s/ X. X. Xxxxx
--------------------------------
X. X. Xxxxx, President
/s/ Xxxxx X. Xxxxx
--------------------------------
XXXXX X. XXXXX
TWENTY SERVICES, INC.
By: X. X. Xxxxx
--------------------------------
X. X. Xxxxx, President
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XXXXXXX XXXXXX XXXXX INC.
By: /s/ Xxxxxxx X. Xxxxx
---------------------------------
Xxxxxxx X. Xxxxx, Vice President
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