AMENDED AND RESTATED GUARANTYGuaranty • March 27th, 2019 • Vericity, Inc. • Life insurance • Delaware
This Amended and Restated Guaranty, dated as of March 26, 2019 (this “Guaranty”), is made by J.C. Flowers IV L.P., a Cayman Islands exempted limited partnership (the “Guarantor”) in favor of Members Mutual Holding Company, an Illinois mutual insurance holding company (“Members Mutual”) and Vericity, Inc., a Delaware corporation (“HoldCo”). This Guaranty amends and restates in its entirety that certain guaranty dated as of October 5, 2018 by Guarantor, Members Mutual and Holdco. Reference is hereby made to the Amended and Restated Standby Stock Purchase Agreement, dated as of the date hereof (the “Agreement”), by and among Apex Holdco L.P., a Delaware limited partnership (the “Standby Purchaser”), HoldCo and Members Mutual. Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement, provided, that for purposes of this Guaranty the words “the parties hereto” in the definition of Applicable Law mean the parties to this Guaranty.
ESCROW AGREEMENTEscrow Agreement • March 27th, 2019 • Vericity, Inc. • Life insurance • New York
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 December , 2018, by and among Raymond James & Associates, Inc., a Florida corporation (the “Placement Agent”), Vericity, Inc., a Delaware corporation (the “Company”, and together with the Placement Agent, sometimes referred to individually as “Party” or collectively as the “Parties”) and Computershare Trust Company, N.A. (the “Escrow Agent”).
