Exhibit 10.1

SECURITIES PURCHASE AGREEMENT

by and among

MIDWEST HOLDING INC.,

XENITH HOLDINGS LLC,

VESPOINT LLC

and

CRESTLINE ASSURANCE HOLDINGS LLC

Dated as of April 24, 2020

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DISCLOSURE SCHEDULE

SECURITIES PURCHASE AGREEMENT

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of April 24, 2020 by and among MIDWEST HOLDING INC., a Nebraska corporation (the “Company”), XENITH HOLDINGS LLC, a Delaware limited liability company (“Xenith”), VESPOINT LLC, a Delaware limited liability company (“Vespoint”),  and CRESTLINE ASSURANCE HOLDINGS LLC, a Delaware limited liability company  (the “Purchaser”).  The Company, Xenith, Vespoint and the Purchaser are referred to collectively herein as the “Parties” and each is a “Party.”

W I T N E S E T H:

WHEREAS, Purchaser desires to purchase from the Company and the Company desires to sell to Purchaser,  for cash, subject to the terms and conditions of this Agreement, either Company Common Shares or shares of newly authorized Preferred Shares of the Company which shall be convertible into Conversion Shares pursuant to the Articles of Amendment and this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and of the representations, warranties and covenants herein contained, the Parties agree as follows.

SECTION 1. DEFINITIONS.

“Affiliate” means a Person that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.

“Agreement” has the meaning set forth in the preface above.

“ALSC”  means American Life and Security Corp., an insurance corporation organized under the laws of and domiciled in the State of Nebraska.

“ALSC Reserves” has the meaning set forth in Section 4(y)(iv).

“Articles of Amendment” means the Articles of Amendment to the Amended and Restated Articles of Incorporation in the form attached hereto as Exhibit A that provide for the Preferred Shares.

“Articles of Incorporation” means the Amended and Restated Articles of Incorporation of Midwest Holding Inc. dated as of March 24, 2010.

“Board” means the Board of Directors of the Company.

“Business Day” means any day on which banks are not required or authorized to close in New York City, New York.

“Certificate of Authority” means a license, certificate of authority, permit, approval or authorization issued by the applicable insurance Governmental Entity required to authorize ALSC to act in such jurisdiction as set forth in Section 4(x)(ii).

“Closing” has the meaning set forth in Section 3(a).

“Closing Date” has the meaning set forth in Section 3(a).

“Code” means the Internal Revenue Code of 1986, as amended.

“Company” has the meaning set forth in the preface above.

“Company Common Shares” means the voting common stock, par value $0.001 per share, of the Company.

“Company Financial Statements” has the meaning set forth in Section 4(m).

“Company SEC Reports” has the meaning set forth in Section 4(l).

“Concurrent Private Placement” has the meaning set forth in Section 2(a).

“Concurrent Private Placement Date” has the meaning set forth in Section 2(a).

“Confidential Information” means any information concerning the businesses and affairs of a Party that is not already generally available to the public.  Except as required by applicable federal, state, or local Law or regulation, the term “Confidential Information” as used in this Agreement shall not include information that:  (a) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Agreement by the recipient or any of its Representatives; (b) at the time of disclosure is, or thereafter becomes, available to the recipient on a non-confidential basis from a third-party source, provided that, to the knowledge of the recipient, such third party is not and was not prohibited from disclosing such Confidential Information to the recipient by a contractual obligation to the disclosing party; (c) was known by or in the possession of the recipient or its Representatives, before being disclosed to it; or (d) was or is independently developed by the recipient, without reference to or use of, in whole or in part, any of the Confidential Information.

“Contemplated Transactions” has the meaning set forth in Section 4(d).

“Contract” means, with respect to any Person, any agreement, commitment, contract, indenture, loan, note, mortgage, instrument, lease (whether or not for real property) or undertaking of any kind or character, oral or written, to which such Person is a party or that is binding on such Person or its capital stock, assets, properties or business.

“Conversion Shares” means the Company Common Shares into which the Preferred Shares may be converted pursuant to the Articles of Amendment and this Agreement.

“Deficiency” means, with respect to a Certificate of Authority, any failure thereof to be in full force and effect or any nonrenewal, suspension, restriction or impairment that has an adverse effect on ALSC’s ability to conduct insurance business in the manner contemplated by such Certificate of Authority.

“Disclosure Schedule” means the disclosure schedules to this Agreement delivered by the Company or the Purchaser, as the case may be, and will be arranged by sections, paragraphs and subparagraphs corresponding to the numbered and lettered sections, paragraphs and subparagraphs contained in this Agreement to which they relate.

“Encumbrance” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“End Date” has the meaning set forth in Section 10(a)(ii).

“Environmental Laws”  has the meaning set forth in Section 4(bb).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Expense Reimbursement Fee” has the meaning set forth in Section 10(b).

“FCPA” has the meaning set forth in Section 4(p).

“Form A” has the meaning set forth in Section 7(b)(ii).

“GAAP” has the meaning set forth in Section 4(m).

“Governmental Entity” means any United States federal, state, local, municipal, county or other domestic or foreign governmental, quasi-governmental, self-regulatory, legislative, judicial, administrative or regulatory authority, agency, commission, body, court, tribunal or other similar entity.

“Governmental Order” means any order, writ, judgment, injunction, declaration, ruling, decree, stipulation, determination, assessment, award, agreement or permitted practice entered by or with any Governmental Entity.

“Indemnification Agreement” means the agreement between the Company and the director designated by the Purchaser as provided pursuant to the Stockholders Agreement, dated as of the date of the Closing, in the form of Exhibit C attached to this Agreement.

“Information” has the meaning set forth in Section 5(j).

“Insurance Law” means all insurance related Laws.

“Intellectual Property” means all patents, trademarks, service marks, trade names, copyrights, domain names, trade secrets and other intellectual property and proprietary materials, whether registered or not (and applications for any of the foregoing).

“Knowledge” means, with respect to the Company and ALSC, the actual knowledge of each of the principal officers of the Company and ALSC, after conducting a reasonable investigation and consulting with appropriate personnel of the Company or ALSC, as applicable.

“Law” means any United States federal, state, local or foreign law, treaty, convention, code, statute or ordinance, common law or any rule, regulation, standard, Governmental Order or agency requirement of any Governmental Entity.

“Liability” means, with respect to any Person, any direct or indirect indebtedness, liability, claim, demand, loss, damage, deficiency, expense, obligation, commitment or responsibility (whether known or unknown, accrued, absolute, contingent, unliquidated, due or to become due or otherwise) and regardless of when asserted.

“License” means a license, certificate of authority, permit or other authorization to transact an activity or business issued or granted by a Governmental Entity.

“Material Adverse Effect” means any change, event, development, circumstance, effect, consequence, fact or occurrence, individually or in the aggregate,  that (i) has, or would reasonably be expected to have, a material adverse effect on the assets, Liabilities, results of operations or condition (financial or otherwise) of the Company or ALSC considered as a whole or (ii) would reasonably be expected to prevent or materially impede or delay the performance by the Company, ALSC, Xenith, Vespoint of their respective obligations under this Agreement or the consummation of the Contemplated Transactions; provided, however, that “Material Adverse Effect” shall not include the effect of any circumstance, change, development, event or state of facts arising out of or primarily attributable to, either alone or in combination, of general economic conditions, acts of war (whether or not declared), sabotage or terrorism, military actions or the escalation thereof occurring after the date hereof; and acts of God including epidemics or pandemics and unusually severe actions of the elements, drought, flood, earthquake, unusually severe storm, fire, or lightning except to the extent such event, occurrence, or development has a disproportionate effect on the Company, ALSC, Xenith, Vespoint considered as a whole as compared to other Persons operating in a similar industry as that of the Company and ALSC.

“Nebraska Department” means the State of Nebraska Department of Insurance.

“Nebraska Disclaimer Approval” means an approval issued by the Nebraska Department in accordance with Neb. Rev. Stat. § 44-2132(11) with respect to a disclaimer of affiliation regarding Purchaser’s proposed ownership of Company Common Shares, Preferred Shares and/or Conversion Shares.

“Nebraska Form A Approval Order” means an approval order issued by the Nebraska Department in accordance with Neb. Rev. Stat. § 44-2126 and 210 N.A.C. Ch. 24 with respect to a Form A application regarding Purchaser’s proposed ownership of Company Common Shares, Preferred Shares and/or Conversion Shares.

“Ordinary Course of Business” means the ordinary course of business consistent with past custom and practice (including with respect to quantity and frequency).

“Party” or “Parties” has the meaning set forth in the preface above.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or a Governmental Entity (or any department, agency or political subdivision thereof).

“Preferred Share Closing” has the meaning set forth in Section 9(a)(vi).

“Preferred Shares” means the shares of the Company’s Convertible Series A Preferred Shares, par value $0.001 per share, with such rights and preferences as set forth in the Articles of Amendment.

“Proxy Statement” has the meaning set forth in Section 8(e).

“Purchase Amount” means the aggregate purchase price of ten million dollars ($10,000,000.00) payable at the Closing.

“Purchased Shares” shall mean the Company Common Shares or Preferred Shares, as the case may be, purchased by the Purchaser hereunder pursuant to the terms and conditions hereof.

“Purchaser” has the meaning in the preface above.

“Regulatory Statements” has the meaning set forth in Section 4(y)(i).

“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“SAP” means the accounting practices required or permitted by the Nebraska Department, applied on a consistent basis, subject to, in the case of unaudited interim financial statements, the absence of interrogatories or footnote disclosure to the extent required or permitted.

“Schedule”  or “Section”  means a specifically identified schedule or section within the Disclosure Schedule.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended,  and the rules and regulations promulgated thereunder.

“Share Price” means the sales price per share at which the Company issued and sold Company Common Shares in the Concurrent Private Placement; provided that if such sales price is (a) greater than $0.045 per share, the Share Price shall equal $0.045 and (b) less than $0.0315 per share, the Share Price shall equal $0.0315 (which such amounts will be adjusted appropriately for stock splits, reverse stock splits, combinations, subdivisions, stock dividends, and the like after the date hereof).

“Shareholder Approval Matters” means the matters set forth in Section 4 of the Stockholders Agreement and shall also include the election of the Crestline Designated Director (as such term is defined in the Stockholders Agreement) to the Board.

“Shareholders’ Meeting” has the meaning set forth in Section 8(f).

“Stockholders Agreement” means the stockholders agreement among the Company, the Purchaser, Xenith and certain other stockholders of the Company, dated as of the date of the Closing, in the form of Exhibit D attached to this Agreement.

“Subsidiary” means any entity with respect to which a specified Person (or a Subsidiary thereof) owns, directly or indirectly, any equity interest or has the power to vote or direct the voting of equity interests securities to elect directors, managers, officers, members or the equivalent.

“Tax” or “Taxes” means any federal, state, local, or non-U.S. income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, windfall profits, environmental (including taxes under Code §59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever (including any state or local tax on premiums written), including any interest, penalty, or addition thereto, whether disputed or not and including any obligations to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

“Transaction Agreements” means this Agreement, the Indemnification Agreement, the Stockholders Agreement,  and the Articles of Amendment (if applicable) and any other documents or agreements executed in connection with the closing of the Contemplated Transactions.

“Vespoint” has the meaning set forth in the preface above.

“Xenith” has the meaning set forth in the preface above.

SECTION 2. PURCHASE AND SALE.

(a)Purchase and Sale of Securities.  On and subject to the terms and conditions of this Agreement, at the Closing,  (A) if the Company has issued and sold Company Common Shares to investors in a private placement for an aggregate purchase price of no less than $5,000,000.00 (the “Concurrent Private Placement”) on or before the date hereof (the “Concurrent Private Placement Date”), then subject to the satisfaction or waiver of the conditions to Closing set forth in Sections 3(b) and 9,  the Company shall sell, convey, assign, transfer and deliver a number of Company Common Shares equal to the Purchase Amount divided by the Share Price to Purchaser free and clear of all Encumbrances, and Purchaser shall purchase, acquire and accept all such Company Common Shares,  at a purchase price equal to the Share Price for an aggregate purchase price equal to the Purchase Amount as consideration for the Company Common Shares and (B) if the Company has not closed the Concurrent Private Placement on or before the Concurrent Private Placement Date,  then subject to the satisfaction or waiver of the conditions to Closing set forth in Sections 3(b) and 9,  the Company shall sell, convey, assign, transfer and deliver 100,000

Preferred Shares to Purchaser representing all of the issued and outstanding shares of the Company’s preferred stock of all classes free and clear of all Encumbrances, and Purchaser shall purchase, acquire and accept all such Preferred Shares at a purchase price of $100.00 per share for an aggregate purchase price equal to the Purchase Amount as consideration for the Preferred Shares.

(b)Use of Proceeds.  The Company agrees and acknowledges that no less than $5 million of the proceeds from the sale of the Purchased Shares shall promptly be contributed to ALSC, which shall use such proceeds for working capital and general business purposes in accordance with the business approved and directed by ALSC’s Board of Directors. Any remaining proceeds may be used by the Company for working capital purposes.

SECTION 3.  CLOSING; CLOSING DATE.

(a)Closing.  Unless this Agreement shall have been terminated pursuant to Section 10, and subject to the satisfaction or waiver or each of the conditions set forth in Sections 3(b) and 9, the closing of the Contemplated Transactions (the “Closing”) shall take place by remote, electronic exchange of counterpart signature pages at the offices the Company at 2900 South 70th Street, Suite 400, Lincoln, Nebraska 68506 on the date hereof following the satisfaction or waiver of the conditions set forth in Sections 3(b) and 9, or such other date as the Parties may mutually agree to in writing (the “Closing Date”).

(b)Deliveries at the Closing.  At the Closing, (A)  the Company shall execute and deliver to Purchaser, or cause to be executed and delivered to the Purchaser, the various certificates, instruments and documents referred to in Section 9(a), (B) the Purchaser shall execute and deliver to the Company, or cause to be executed and delivered to the Company, the various certificates, instruments and documents referred to in Section 9(b), (C) the Company shall deliver to Purchaser duly authorized and executed stock certificate(s) representing the Purchased Shares free and clear of all Encumbrances or evidence satisfactory to Purchaser of book entry issuance in the Company’s stock ledger records, (D)  Purchaser shall deliver to the Company the Purchase Amount by wire transfer of immediately available funds to an account designated by the Company at least five days prior to the Closing,  and (E) the Company, Xenith, Vespoint, Michael Minnich, and A. Michael Salem shall execute and deliver to the Purchaser the Stockholders Agreement.

SECTION 4.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

As an inducement to the Purchaser to enter into this Agreement, the Company hereby represents and warrants to the Purchaser that the representations and warranties contained in this Section are accurate, true, correct and complete as of the date hereof and will be accurate, true, correct and complete as of the Closing Date.

(a)Organization of Company; Subsidiaries and Affiliates.  Each of the Company and each Subsidiary thereof (i) is an entity duly formed, validly existing and in good standing under the Laws of the State of its formation, (ii) is duly qualified as a foreign entity to do business, and is in good standing, in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification necessary and (iii) has full entity power and authority to carry on the businesses in which it is engaged and to own and use the properties owned

and used by it.  Section 4(a) of the Disclosure Schedule lists the directors, managers and officers of the Company and each Subsidiary thereof.

(b)Articles of Incorporation and By-laws;  Stock Ledgers.  The Articles of Incorporation (or equivalent governing document) of the Company and each Subsidiary thereof and the By-laws (or equivalent governing document) of the Company and each Subsidiary thereof as delivered or made available to Purchaser, respectively, are true and correct copies and are in full force and effect.  Neither the Company nor any Subsidiary thereof is in violation of any of the provisions of its Articles of Incorporation or its By-laws (or equivalent governing documents).  The stock books and stock ledgers of each of the Company and each Subsidiary thereof accurately and completely list and describe all issuances, transfers and cancellations of shares of capital stock or other equity interests of each of them.

(c)Capitalization.

(i)Capitalization of Company.  The entire authorized capital stock of the Company consists of two billion (2,000,000,000) shares, par value $0.001 per share, consisting of one billion nine hundred and seventy million (1,970,000,000) shares of Company Common Shares, twenty million (20,000,000) shares of non-voting common stock, and ten million (10,000,000) shares of preferred stock. The Company has one billion, one hundred thirty-eight million four hundred fifty-three thousand twenty  (1,138,453,020) shares of Company Common Shares issued and outstanding and no shares of either non-voting common stock, preferred stock or any other class of capital stock issued and outstanding. All issued and outstanding shares of the Company Common Shares have been duly authorized and are validly issued, fully paid and nonassessable and were issued in compliance with all applicable federal and state securities Laws. Except as set forth in Section 4(c)(i) of the Disclosure Schedule attached hereto, there are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require the Company to issue, sell or otherwise cause to become outstanding any of its capital stock, other than pursuant to this Agreement. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. There are no voting trusts, proxies, shareholders’ agreements or other agreements or understandings with respect to the voting of the capital stock of the Company. The Company has no debt securities outstanding.

(ii)Capitalization of ALSC. The entire authorized capital stock of ALSC consists of 10,000 ALSC common shares, par value $420.00 per share, of which 2,500 are issued and outstanding, all of which are held of record and beneficially owned by the Company and all of which have been duly authorized, are validly issued, fully paid and nonassessable. All of such ALSC common shares owned by the Company are free and clear of any restrictions on transfer, taxes, Encumbrances, options, warrants, convertible securities, purchase rights, contracts, commitments, equities, claims and demands. The Company is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any capital stock of ALSC.  ALSC has no authorized, issued, or outstanding shares of preferred stock or any other class of capital stock.  There are no outstanding or authorized options, warrants, purchase rights, subscription rights,

conversion rights, exchange rights or other contracts or commitments that could require ALSC to issue, sell or otherwise cause to become outstanding any of its capital stock. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to ALSC.  There are no voting trusts, proxies, shareholders agreements or other agreements or understandings with respect to the voting of the capital stock of ALSC.  ALSC has no debt securities outstanding.

(iii)Capitalization of 1505 Capital. The entire authorized memberships interests of 1505 Capital, LLC, a Delaware limited liability company (“1505 Capital”) consists of 1,000 Class A units of membership interests, of which 1,000 are issued and outstanding, 510 of which are held of record and beneficially owned by the Company and 490 of which are held of record and beneficially owned by Aurora Financial Services, Inc., and all of which have been duly authorized, are validly issued, fully paid and nonassessable. All of such Class A units are free and clear of any restrictions on transfer, taxes, Encumbrances, options, warrants, convertible securities, purchase rights, contracts, commitments, equities, claims and demands, except as provided in the governing documents of 1505 Capital.  Except as set forth in Section 4(c)(iii) of the Disclosure Schedule, the Company is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any Class A units of 1505 Capital.  1505 Capital has no authorized, issued, or outstanding shares of preferred units or any other class of units of membership interests.  There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require 1505 Capital to issue, sell or otherwise cause to become outstanding any of its membership interests. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to 1505 Capital except as set forth in the governing documents of 1505 Capital.  There are no voting trusts, proxies, shareholders agreements or other agreements or understandings with respect to the voting of the membership interests of 1505 Capital.  1505 Capital has no debt securities outstanding.

(iv)Capitalization of each Other Company Subsidiary. The entire authorized capitalization of each Company Subsidiary (other than ALSC and 1505 Capital) is as set forth in Section 4(c)(iv) of the Disclosure Schedule. All of the outstanding equity interests of each Company Subsidiary are held of record and beneficially owned by the Company and all of which have been duly authorized, are validly issued, fully paid and nonassessable. All of such outstanding equity interests are free and clear of any restrictions on transfer, taxes, Encumbrances, options, warrants, convertible securities, purchase rights, contracts, commitments, equities, claims and demands. Neither the Company nor any of its Subsidiaries is a party to any voting trust, proxy, shareholders agreement or other agreement or understanding with respect to any of the outstanding equity interests of any Company Subsidiary.  No Company Subsidiary has any authorized, issued, or outstanding preferred equity or any other class of equity.  There are no outstanding or authorized options, warrants, purchase rights, subscription rights, conversion rights, exchange rights or other contracts or commitments that could require any Company Subsidiary to issue, sell or otherwise cause to become outstanding any of its equity interests. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar

rights with respect to any Company Subsidiary.  No such Company Subsidiary has any debt securities outstanding.

(d)Authorization; Execution and Delivery; Valid and Binding.  The Company has all requisite corporate power and authority to operate its business as now conducted and has full power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby,  including, without limitation, the Concurrent Private Placement (the “Contemplated Transactions”).  The execution and delivery of and the performance by the Company of its obligations under this Agreement and the other Transaction Agreements to which it is a party and the issuance of the Purchased Shares, and the Conversion Shares upon conversion of the Preferred Shares,  where applicable, and the Company Common Shares in the Concurrent Private Placement have been duly, validly and effectively authorized by all requisite action of the Company and its Board, and no other corporate proceedings on the part of the Company or its shareholders are necessary to authorize the execution and delivery of this Agreement and each other Transaction Agreement, the consummation of the Contemplated Transactions or the performance by the Company of its obligations under this Agreement and each other Transaction Agreement to which it is a party.  This Agreement and other Transaction Agreements to which it is a party have been duly executed and delivered by the Company.  Assuming due authorization, execution and delivery by the other Parties (other than the Company), this Agreement, and when executed and delivered, each other Transaction Agreement to which it is a party, constitutes the valid and legally binding obligations of Company, enforceable in accordance with its terms and conditions.  Neither ALSC nor any other Subsidiary of the Company requires any authorizations from its Board or shareholder (or equivalent governing body or persons) in connection with the execution, delivery and performance of obligations under this Agreement and each other Transaction Agreement or to consummate the Contemplated Transactions.  The Board has unanimously adopted and approved the Shareholder Approval Matters and has unanimously recommended to the shareholders of the Company that such shareholders approve the Shareholder Approval Matters.

(e)Approval of Articles of Amendment and Conversion of Preferred Shares; No Vote Required.  The Board, by resolutions duly adopted by vote at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly approved the Articles of Amendment that includes authorization for issuance of the Conversion Shares subject to the Preferred Share Closing.  No vote of the shareholders of the Company is required by applicable Law, the Company’s Articles of Incorporation, the Company’s By-laws or otherwise in order for the Articles of Amendment to be approved and adopted.  Upon the filing of the Articles of Amendment with the office of the Nebraska Secretary of State, the Articles of Amendment shall be in full force and effect in accordance with applicable Law and the Preferred Shares shall be authorized under applicable Law.

(f)Notice, Filings, Consents and Approvals.  Except as set forth in Section 4(f) of the Disclosure Schedule, neither the Company nor any Subsidiary thereof needs to give any notice to, make any filing, registration or declaration with or obtain any authorization, consent,  approval order of any third Person or Governmental Entity in order to consummate the Contemplated Transactions.

(g)Noncontravention.  Except as set forth in Section 4(g) of the Disclosure Schedule, the execution and the delivery of this Agreement and the other Transaction Agreements to which the Company is a party and the consummation of the Contemplated Transactions will not (i) violate or conflict with the Articles of Incorporation or By-laws (or equivalent governing documents) of the Company or any Subsidiary thereof, (ii) violate any Law to which the Company or any Subsidiary thereof is subject, (iii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel or require any notice under any agreement, contract, lease, license, instrument, note, bond, indenture, indebtedness, mortgage, concession or other instrument, arrangement or obligation to which the Company or any Subsidiary thereof is a party or by which the Company or any Subsidiary thereof is bound or to which any of properties or assets of the Company or any Subsidiary thereof is subject or (iv) result in the imposition of any Encumbrances on any assets of the Company or any Subsidiary thereof.

(h)Validity of Securities.

(i)The Purchased Shares, when issued and delivered by the Company to Purchaser in accordance with the terms expressed in this Agreement and assuming the accuracy of the representations and warranties of Purchaser set forth in Section 5, will have been duly and validly issued in compliance with all applicable Law, including federal and state securities Laws, and will be fully-paid and nonassessable.  Purchaser will have good title to the Purchased Shares, free and clear of any Encumbrances,  preemptive rights, rights of first refusal, right of first offer, drag along rights, tag along rights or similar rights, liens, proxies, voting agreements, voting trusts or similar agreements except as may have been created by or entered into by Purchaser.  Except for restrictions arising under applicable federal and state securities Laws and state insurance Laws, there are no restrictions on the transferability of the Purchased Shares.  Assuming the accuracy of the representations and warranties of the Purchaser set forth in Section 5, it is not necessary in connection with the issuance and sale of such Purchased Shares to the Purchaser in the manner contemplated by this Agreement to register such issuance and sale under the Securities Act.

(ii)The Company has reserved a sufficient number of Company Common Shares for issuance upon conversion of the Preferred Shares, if applicable.  The Conversion Shares, if and when issued and delivered by the Company to Purchaser in accordance with the terms expressed in the Articles of Amendment and assuming the accuracy of the representations and warranties of Purchaser set forth in Section 5, will have been duly and validly issued in compliance with all applicable Law and, upon conversion of the Preferred Shares into Conversion Shares will be fully-paid and nonassessable.  Purchaser will have good title to the Conversion Shares, upon conversion of the Preferred Shares into Conversion Shares,  free and clear of any Encumbrances, preemptive rights, rights of first refusal, right of first offer, drag along rights, tag along rights or similar rights, liens, proxies, voting agreements, voting trusts or similar agreements except as may have been created by or entered into by Purchaser.  Except for restrictions arising under applicable federal and state securities Laws, there are no restrictions on the transferability of the Conversion Shares.

(i)Brokers’ Fees.  Neither the Company nor any Subsidiary thereof has Liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the Contemplated Transactions.

(j)Litigation; Governmental Investigations.  Except as set forth in Section 4(j) of the Disclosure Schedule, there is (A) no action, claim (including any counterclaim or cross claim), litigation, arbitration, or grievance (domestic or foreign) pending, or, to the Knowledge of the Company, threatened, or, (B) to the Knowledge of the Company, no domestic or foreign investigation or dispute pending or threatened, or (C) no hearing or other proceeding, at Law or in equity, by or before any Governmental Entity or arbitrator (i) against, or adversely affecting in a material manner, the Company or any Subsidiary thereof or their existing directors, managers, officers, personnel, properties, business, operations or prospects or (ii) that could adversely affect or challenge the legality, validity or enforceability of this Agreement, any other Transaction Agreement or the Contemplated Transactions, and, to the Knowledge of the Company, no meritorious basis for any such action in (i) or (ii) above exists.  Neither the Company nor any Subsidiary thereof is subject to any outstanding Governmental Order that might affect, singly or in the aggregate, the condition (financial or otherwise), properties, business, operations or prospects of the Company or any Subsidiary thereof in any material manner.  To the Knowledge of the Company,  since December 31, 2013, no current or former director, manager, officer or employee of the Company or any Subsidiary thereof whose services are material to the business of the Company any Subsidiary thereof as now conducted and as presently proposed to be conducted has been, (V) accused of sexual or other harassment or retaliation, (W) arrested, indicted or convicted of any material crime, including any felony (whether material or not) or any other offense which involves theft, false statement, criminal fraud, embezzlement, false pretense or any other element of deceitfulness, untruthfulness, or falsification, (X) declared bankrupt in his or her individual capacity, (Y) a director or officer of a company that has declared bankruptcy or (Z) engaged in any activity in connection with the purchase or sale of any security or commodity in violation of federal or state securities Laws.

(k)Legislative and Regulatory Matters.  To the Knowledge of the Company, there are no proposed Laws, governmental takings, condemnations or other proceedings applicable to the business, operations or properties of the Company or any Subsidiary thereof, singly or in the aggregate, that could reasonably be expected to have a Material Adverse Effect on the Company or any Subsidiary thereof.

(l)SEC Filings.  The Company has filed all forms, reports, schedules, statements, and documents required to be filed by it with, or furnished by it to, the SEC since January 1, 2017 (the “Company SEC Reports”).  The Company SEC Reports (including any financial statements, supplements or schedules included therein) (i) were prepared in accordance, in all material respects, with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations promulgated thereunder and (ii) did not, at the time they were filed or furnished, or, if amended, as of the date of such amendment, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Except as set forth in Section 4(l) of the Disclosure Schedule, no Subsidiary of the Company is required to file any form, report or other document with the SEC. The Company has not received any inquiries or interrogatories, whether in writing or otherwise, from the SEC, the

Financial Industry Regulatory Authority or any other Governmental Entity, or been the subject of any action, audit, review or hearing by or in front of such Persons, that have not been resolved pursuant to written communications to the Company.  The Company has resolved,  meaning that the SEC staff had no further comments, all comments contained in comment letters received by the Company from the SEC staff thereof prior to the Closing Date.  The Company maintains disclosure controls and procedures required by Rule 13a‑15 or Rule 15d‑15 under the Exchange Act designed to ensure that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of Company’s SEC filings and such controls are effective.

(m)Company Financial Statements.  Except as set forth in Section 4(m) of the Disclosure Schedule, each of the consolidated financial statements (including, in each case, any notes thereto) contained in the Company SEC Reports (the “Company Financial Statements”) was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and each fairly presents, in all material respects, the consolidated financial position, results of operations and cash flows of Company and its consolidated Subsidiaries as at the respective dates thereof and for the respective periods indicated therein except as otherwise noted therein (subject, in the case of unaudited statements, to normal and recurring year‑end adjustments which are not, in the aggregate, material to Company and its Subsidiaries, taken as a whole).  The books and records of the Company and each of its Subsidiaries (i) are and have been properly prepared and maintained in form and substance adequate for preparing audited consolidated financial statements, in accordance with GAAP or SAP, as applicable, consistently applied and any other accounting requirements and applicable Law, in each case, applicable to the Company or such Subsidiary, (ii) reflect only actual transactions, and (iii) fairly reflect all assets and Liabilities of the Company and each of its Subsidiaries and all contracts and other transactions to which the Company or any of its Subsidiaries is or was a party or by which the Company or any of its Subsidiaries or any of their respective businesses or assets is or was affected.  Except as set forth on Section 4(m) of the Disclosure Schedule, the Company and its Subsidiaries have no Liabilities of any kind, whether absolute or contingent, asserted or unasserted, known or unknown, liquidated or unliquidated, or due or to become due, other than (i) Liabilities that are reflected, reserved for, or disclosed in the Company Financial Statements, (ii) Liabilities incurred in the Ordinary Course of Business since the date of the Company Financial Statements (none of which relates to a breach of contract, breach of warranty, tort, infringement, violation of applicable Law or any litigation), including Liabilities under contracts not yet fully performed for which the Company or any of its Subsidiaries is not in breach, (iii) Liabilities that are not in excess of $250,000 in the aggregate, or (iv) Liabilities between or among any of the Company and/or any of its Subsidiaries.

(n)Company Accounting; Company Internal Controls.  The Company maintains a standard system of accounting established and administered in accordance with GAAP. The Company maintains a system of internal control over financial reporting sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) information is recorded, processed, summarized and reported as necessary, to permit preparation of financial statements in conformity with GAAP and timely filing of Company SEC Reports and to maintain asset accountability, and such is accumulated and communicated to the Company management, as appropriate, to allow timely decisions regarding

required disclosure; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Management of the Company has fully disclosed to the Company’s auditors and the audit committee of the Board, and disclosed in Section 4(n) of the Disclosure Schedule and has made available to the Purchaser true and complete copies of any such disclosure regarding, any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information and any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.  The Company’s internal control over financial reporting (as defined in Rule 13a-15(f) or Rule 15d-15(f) is effective and there are no material weaknesses or significant deficiencies in the design or operation of the Company’s internal control over financial reporting.

(o)SOX Compliance.  The Company and each of its Subsidiaries is in compliance with the provisions of the Sarbanes‑Oxley Act of 2002, as amended (“SOX”) that are applicable to it.

(p)Foreign Corrupt Practices Act.  Neither the Company nor any Subsidiary thereof, nor to the Knowledge of the Company, any director, officer, agent, employee or Affiliate of the Company or any Subsidiary thereof is aware of any action, or any allegation made by any Governmental Entity of any action, or has taken any action, directly or indirectly, (A) that would constitute a violation by such Persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder (the “FCPA”). There is no current, pending, or, to the Knowledge of the Company, threatened charges, actions, audits, or complaints against the Company or any Subsidiary thereof or, to the Knowledge of the Company, any director, manager, officer, agent, employee or Affiliate of the Company with respect to the FCPA or any other anti-corruption Law.

(q)Other Material Transactions or Material Liabilities.  Neither the Company nor any Subsidiary thereof is a party to, or has any commitment to become a party to, any joint venture, off‑balance sheet partnership or any similar contract (including any contract relating to any transaction or relationship between or among the Company and any Subsidiary thereof, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity, on the other hand, or any “off‑balance sheet arrangement” (as defined in Item 303(a) of Regulation S‑K promulgated by the SEC)), where the result, purpose or intended effect of such contract is to avoid disclosure of any material transaction involving, or material Liabilities of, the Company or any of its Subsidiaries in the Company SEC Reports.

(r)Accounting, Reserving or Auditing Irregularities.  Since January 1, 2016,  except as set forth in Section 4(r) of the Disclosure Schedule,  (i) neither the Company nor any Subsidiary thereof nor, to the Knowledge of the Company, any director, manager, officer, employee, auditor, accountant, consultant, attorney, agent, advisor or Representative of the Company or any Subsidiary thereof has received or otherwise had or obtained Knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the accounting, reserving or auditing practices, procedures, methodologies or methods of the Company or any Subsidiary thereof or their respective internal controls, and (ii) no director, manager, officer, employee,

auditor, accountant, consultant, attorney, agent, advisor or Representative of the Company or any Subsidiary thereof, whether or not employed by the Company or any Subsidiary thereof, has reported evidence of a violation of applicable Laws, breach of fiduciary duty or similar violation by the Company,  any Subsidiary thereof or any of their officers, directors, managers, employees or agents to the Board or any committee thereof.

(s)Absence of Certain Changes or Events.  Since January 1, 2020,  except for the Contemplated Transactions and as set forth in Section 4(s) of the Disclosure Schedule, (i) the Company and its Subsidiaries have conducted their businesses in all material respects in the Ordinary Course of Business and (ii) no event or events or development or developments have occurred that have had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (iii) ALSC has made no changes in its investment, underwriting or claims administration policies, practices, procedures, methods, assumptions or principles applied by it in conducting its business in the Ordinary Course of Business other than as required by applicable Law and (iv) neither the Company nor any of its Subsidiaries has:

(i)declared, set aside or pay any dividend or made any distribution with respect to Company Common Shares or ALSC common shares or equity securities of any other Subsidiary of the Company or redeemed, purchased or otherwise acquired any shares of capital stock of the Company or ALSC including Company Common Shares or ALSC common shares or equity securities of any other Subsidiary of the Company;

(ii)created, incurred, assumed or guaranteed any indebtedness for borrowed money or capitalized lease obligations;

(iii)authorized for issuance, delivered, transferred, issued, sold, granted, pledged or otherwise disposed of or encumbered any shares of the Company or ALSC or equity securities of any other Subsidiary of the Company, any other voting securities or any securities convertible into or exchangeable for, or any options, warrants, calls or other rights to purchase or otherwise acquired any such shares, voting securities, or convertible or exchangeable securities, in each case, of the Company or any Subsidiary thereof;

(iv)entered into any agreement with respect to any merger, consolidation, liquidation, dissolution or business combination involving the Company or any Subsidiary thereof;

(v)acquired (by merger, consolidation, acquisition of stock or assets, bulk reinsurance or otherwise) any corporation, partnership or other business organization or assets or Liabilities compromising a business or segment, division or line of business or any material amount of property or assets in or of any other Person or created or acquired any Subsidiaries;

(vi)made any material change in the financial accounting or investment policies, guidelines, practices or principles of the Company or any Subsidiary thereof (other than any change required by applicable Laws, GAAP or SAP)

(vii)purchased, sold, lease, pledged, exchanged, encumbered or otherwise disposed or acquired any property or assets, other than with respect to ALSC’s investment

portfolio in the Ordinary Course of Business or as otherwise contemplated by this Agreement, or made, or committed to make, any capital expenditures;

(viii)assigned, transferred or terminated, or initiated the assignment, transfer or termination, or modified or amended in any respect or knowingly violated the terms of, any of the Contracts or waived, released or assigned any rights or claims thereunder or entered into any agreement, contract, understanding or similar arrangement which would, if entered into prior to the date hereof, have been a Contract;

(ix)adopted, established, contributed to or otherwise incurred any Liability with respect to any employee benefit plan, program, policy or arrangement;

(x)forfeited, abandoned, modified or otherwise changed, waived, terminated or failed to renew or let lapse ALSC’s Certificate of Authority;

(xi)failed to submit any material reports, statements, documents, registrations, filings or submissions to be filed by the Company or any Subsidiary thereof with any Governmental Entity as required by Law;

(xii)made any change, amendment, waiver or other modification to the Articles of Incorporation or By-laws of the Company or the charter documents of any Subsidiary of the Company;

(xiii)defaulted under any indebtedness or incurred any Encumbrances;

(xiv)knowingly violated or knowingly failed to perform any obligation or duty imposed upon the Company or any Subsidiary thereof by any applicable Law that is material to the business of the Company or ALSC or ALSC’s Certificates of Authority;

(xv)increased or decreased the authorized number of directors constituting the Board;

(xvi)created, or authorized the creation of, or issued, or authorized the issuance of, any debt security or created any lien or security interest (except for debt issued to wholly-owned subsidiaries, purchase money liens or statutory liens of landlords, mechanics, materialmen, workmen, warehousemen and other similar persons arising or incurred in the ordinary course of business) or incurred other indebtedness for borrowed money, including but not limited to obligations and contingent obligations under guarantees, or permitted any Subsidiary of the Company to take any such action with respect to any debt security, lien, security interest or other indebtedness for borrowed money, if the aggregate indebtedness of the Company and its Subsidiaries for borrowed money following such action would exceed One Million Dollars ($1,000,000);

(xvii)made or effected any material changes to the business or operations of the Company and its Subsidiaries, when taken as a whole; or

(xviii)agreed or committed to do any of the foregoing.

(t)Title to Assets.  Each of the Company and the Subsidiaries thereof has good and marketable title to, or a valid leasehold interest in, all of its properties and assets, both real and personal, and has good title to all of its leasehold interests, in each case free and clear of all Encumbrances.

(u)Subsidiaries.  Except as set forth in Section 4(u) of the Disclosure Schedule and except for the ALSC common shares and the Class A units of 1505 Capital owned by the Company, neither the Company nor any Subsidiary thereof owns, directly or indirectly, any capital stock or other equity securities of any Person and does not have any direct or indirect equity or ownership interest in any Person.  Neither the Company nor any Subsidiary thereof is subject to any obligation or requirement to lend funds to, guarantee funds for or to make any investment (in the form of a loan, capital contribution or otherwise) in any business or Person.

(v)Company Permits and Licenses.  The Company and each Subsidiary thereof have all Licenses required by all applicable Laws or Governmental Entities for the Company and each Subsidiary thereof to operate in the manner in which it operates and proposes to operate.  The Licenses are held free and clear of any and all claims or restrictions.  No violations have occurred with respect to any of the Licenses which would have a Material Adverse Effect, singly or in the aggregate, with respect to the Company.  There is not pending or, to the Knowledge of the Company, threatened any proceeding to revoke or limit any of the Licenses and no act or event has occurred which, with the giving of notice, lapse of time or both, could reasonably be expected to constitute a violation of any such Licenses in any material respect, would permit revocation or termination of any such Licenses or would result in any other material impairment of the rights under any such Licenses of the Company or any Subsidiary thereof.

(w)ALSC Licenses.  ALSC has all Licenses that are necessary for the conduct of its business in the jurisdictions set forth on Section 4(w) of the Disclosure Schedule and except as set forth in Section 4(w) of the Disclosure Schedule, such Licenses are in full force and effect and are sufficient for the ownership of its assets and the conduct of such businesses. Since January 1, 2017, ALSC has not received any written notice from any Person that any violations are being or have been alleged in respect of any such License, and no proceeding for the purpose of suspending, revoking, amending, restricting or limiting any such License is pending or, to the Knowledge of the Company or ALSC, threatened.

(x)Legal Compliance; Certificates of Authority.

(i)Neither the Company nor any Subsidiary thereof to the Company’s Knowledge, is, and has not been since January 1, 2017, in violation of any federal, state or local code, Law, regulation or ordinance, the violation of which, singly or in the aggregate, is reasonably likely to have a Material Adverse Effect with respect to the Company or ALSC.

(ii)ALSC is, and at all times since January 1, 2018, (x) has been, in compliance with all Laws or Governmental Orders applicable thereto or its assets, properties or businesses and (y) has filed or caused to be filed all reports, statements, documents, registrations, filings or submissions which were required by Insurance Laws applicable to its business to be filed by it, and all such filings complied with all such applicable Laws

when filed.  Neither the Company nor any Subsidiary thereof is a party to any contract with or other undertaking to, nor is it subject to any order by, or a recipient of any supervisory letter or other oral or written communication of any kind from, any Governmental Entity, which contract, order or communication may have a Material Adverse Effect on Company or ALSC.

(y)ALSC Financial Statements and Regulatory Statements

(i)The Company and ALSC have provided the Purchaser with the annual audited statutory financial statements of ALSC as of and for the annual periods ended December 31, 2017 and 2018 and the unaudited statutory financial statements as of and for the nine month period ended September 30, 2019, in each case as filed with the Nebraska Department on forms prescribed or permitted by such authority and together with the exhibits, schedules and notes thereto and any affirmations and certifications filed therewith (collectively, the “Regulatory Statements”).  In the event ALSC completes and issues its audited statutory financial statements for the year ended December 31, 2019 before the Closing Date, ALSC shall promptly include such financial statements in Schedule 4(y)(i).  Except as set forth in Section 4(y)(i) of the Disclosure Schedule, the Regulatory Statements (A) were derived from and are consistent with the books and records of ALSC, (B) were prepared in accordance with SAP applied on a consistent basis during the periods involved, (C) present fairly, in all material respects, the statutory financial position of ALSC at the respective dates thereof, the statutory results of its operations, capital and surplus and cash flows for the respective periods then ended (subject, in the case of any interim financial statements included in the Regulatory Statements, to normal year-end adjustments that are not or would not be material in amount or effect, and to the absence of footnotes), (D) complied in all material respects with all applicable Laws when filed and (E) were prepared in compliance with ALSC’s internal control procedures. No material deficiency has been asserted by any Governmental Entity with respect to any of the Regulatory Statements that remains unresolved to the satisfaction of such Governmental Entity as of the date hereof.

(ii)Except as set forth in Section 4(y)(ii) of the Disclosure Schedule, ALSC had no Liabilities of any nature (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or otherwise and whether due or to become due) of a type that would be required to be disclosed, reflected or reserved for on a balance sheet prepared in accordance with SAP other than (A) the Liabilities that are provided for or reflected in the Regulatory Statements as of and for the period ended reflected in the Regulatory Statements and (B) Liabilities in the Ordinary Course of Business that are not material individually or in the aggregate and that do not result from any breach or violation of any contract, agreement or Law.  ALSC has not guaranteed and is not otherwise primarily or secondarily liable in respect to any obligation or Liability of any other Person, except as disclosed in the Regulatory Statements for the year ended December 31, 2019 or the notes thereto.  Except as set forth in Section 4(y)(ii) of the Disclosure Schedule, ALSC has not extended or otherwise made any loans or other advances to any of its respective Affiliates, shareholders, directors or officers.

(iii)There are no approved variances or permitted practices utilized in the preparation of any of the Regulatory Statements.

(iv)Reserves.  The Regulatory Statements, as of the date thereof, set forth all of the reserves of ALSC as of such date (collectively, the “ALSC Reserves”). The ALSC Reserves (A) were determined in accordance with SAP consistently applied, (B) were computed on the basis of methodologies consistent in all material respects with those used in prior periods, were fairly stated in all material respects in accordance with sound actuarial principles, (C) were established in accordance with product insurance practices generally followed in the insurance industry and (D) satisfied the requirements of all applicable Laws in all material respects. The statements in (B), (C) and (D) are made to the Knowledge of the Company and ALSC in reliance on the report of its independent actuaries.  ALSC has not intentionally or willfully misstated, underestimated or overestimated in any Regulatory Statement any liabilities in respect of insurance losses or loss adjustment expenses of ALSC. The opinion of ALSC’s third party actuary dated as of December 31, 2018 has been previously provided to the Purchaser and has not been amended in any fashion. Since such date: (x) ALSC has made no changes in its reserving practices or in the actuarial assumptions on which such practices are based; and (y) there have been no material adverse changes required to be made to its reserves by any regulatory authority or by any change in circumstances.

(z)Tax Matters.

(i)The Company and each Subsidiary thereof has (i) timely prepared and filed all Tax returns required to have been filed by the Company or such Subsidiary with all appropriate governmental agencies and (ii) timely paid all Taxes shown thereon or otherwise owed by it, in each case with respect to taxable periods that remain open for assessment.

(ii)Since January 1, 2013, the charges, accruals and reserves on the books of the Company in respect of Taxes are adequate in all material respects, and there are no current audits or material unpaid assessments against the Company or any Subsidiary thereof nor, to the Company’s Knowledge, any basis for the assessment of any additional Taxes, penalties or interest for any fiscal period or audits by any federal, state or local Taxing authority except for any assessment which is not material to the Company and its Subsidiaries, taken as a whole.

(iii)Since January 1, 2013, all Taxes and other assessments and levies that the Company or any Subsidiary thereof is required to withhold or to collect for payment have been duly withheld and collected and paid to the proper Governmental Entity or third party when due.

(iv)There are no Tax liens or claims (other than any liens not yet due and payable or that are being in contested in good faith and for which adequate reserves have been maintained in accordance with GAAP)  pending or, to the Company’s Knowledge, threatened against the Company or any Subsidiary thereof or any of their respective assets or property.

(v)Since January 1, 2013, no claim has been made in writing by an authority in a jurisdiction where Company or any Subsidiary thereof does not file Tax returns that Company or such Subsidiary is or may be subject to taxation by that jurisdiction.

(vi)Since January 1, 2013, neither the Company nor any Subsidiary thereof has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(vii)Since January 1, 2013, neither the Company nor any Subsidiary thereof is party to any agreement, contract, arrangement or plan that has resulted or could result, separately or in the aggregate, in the payment of (A) any “excess parachute payment” within the meaning of Code §280G (or any corresponding provision of state, local, or non-U.S. Tax law), (B) any amount that will not be fully deductible as a result of Code §162(m) (or any corresponding provision of state, local, or non-U.S. Tax law) or (C) any amount that will not be fully deductible as a result of Code §249 (or any corresponding provision of state, local, or non-U.S. Tax law).

(viii)Neither the Company nor any Subsidiary thereof: (x) has been a member of an affiliated group of corporations filing a consolidated federal income Tax return other than the group to which it currently belongs, or (y) has any liability for the Taxes of any Person (other than ALSC) under Reg. §1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a transferee or successor, by contract or otherwise.

(ix)Neither the Company nor any Subsidiary thereof will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the date hereof as a result of any: (A) change in method of accounting for a taxable period ending on or prior to the Closing Date; (B) “closing agreement” as described in Code §7121 (or any corresponding provision of state, local, or non-U.S. Tax law) executed on or prior to the Closing Date; (C) intercompany transactions or excess loss account described in Treasury Regulations under Code §1502 (or any corresponding provision of state, local, or non-U.S. Tax law); (D) installment sale or open transaction disposition made on or prior to the Closing Date; or (E) prepaid amount received on or prior to the date hereof.

(x)Since January 1, 2013 (or prior with respect to taxable periods that remain open for assessments), neither the Company nor any Subsidiary thereof has (A) participated or engaged in any transaction, or taken any Tax return position, described in Treasury Regulation Section 301.6111-2(b)(2) (or any corresponding or similar provision of state, local, or non-U.S. Tax law), or (B) engaged, or been deemed to have engaged, in any transaction that is the same as or substantially similar to one of the types of transactions that the IRS has determined to be a tax avoidance transaction and identified by notice, regulation, or other form of published guidance as a “listed transaction”, as set forth in Section 1.6011-4(b)(2) of the U.S. Treasury Regulations, or (C) been a party to any “reportable transaction”, as defined in Code §6707A(c)(1) and Reg. §1.6011-4(b).

(xi)Since January 1, 2013, no Tax rulings, requests for rulings, closing agreements, private letter rulings, technical advance memoranda or other similar

arrangements or rulings (including any gain recognition agreements under Section 367 of the Code) have been entered into with, issued by, or filed with any Taxing authority with respect to Company or any Subsidiary thereof.

(xii)Since January 1, 2013, neither the Company nor any Subsidiary thereof has been a party to a transaction intended to qualify as tax free, in whole or in part, under §355 of the Code.

(xiii)Since January 1, 2013, neither the Company nor any Subsidiary thereof has been a United States real property holding corporation within the meaning of Code §897(c)(2) during the applicable period specified in Code §897(c)(1)(A)(ii).

(xiv)Each of the Company and ALSC has at all times been classified as a corporation for US federal (and corresponding state and/or local) income tax purposes, and each of 1505 Capital and Chelsea Holdings Midwest LLC, has at all times been classified as a partnership for US federal (and corresponding state and/or local) income tax purposes.

(xv)With respect to ALSC: (A) for all taxable periods (or portions thereof) open for assessment, ALSC is and has been a life insurance company under Section 816(a) of the Code and subject to United States federal income taxation under Section 801 of the Code; (B) Tax reserves of ALSC have been computed and maintained in the manner required under Sections 807, 817, 817A and 846 of the Code and any Treasury Regulations and administrative guidance issued thereunder; (C) ALSC has properly accounted for material “specified policy acquisition expenses” as required by Section 848 of the Code; and (D) all reinsurance contracts entered into by ALSC are insurance contracts for purposes of the Code and are not subject to recharacterization under Section 845 of the Code. (xiii) Neither the Company nor ALSC will be required to include any adjustment in taxable income for any Tax period or portion thereof after the date hereof under Section 807(f) of the Code (or any similar provision of the Tax laws of any jurisdiction) as a result of a change in method of accounting for a Tax period or portion thereof prior to the date hereof.

(xvi)With respect to Seneca Reinsurance Company, LLC, (i) it has conducted no substantive operations from its date of formation, (ii) it is not treated as an “insurance company” under Section 831(c) of the Code and (iii) it is classified as a disregarded entity for United States federal (and corresponding state and/or local) income tax purposes.

(xvii)Each policy written by ALSC  provides and, since the date of issuance or subsequent modification of such policy has provided, the purchaser, policyholder, account holder, other holder or intended beneficiary thereof with a tax treatment under the Code (including, but not limited to, Sections 72, 101, 7702, 7702A and 7702B) or the applicable non-U.S. tax law that is the same as or more favorable than the tax treatment that was purported to apply in written materials provided by the issuer of such policy at the time of issuance or subsequent modification.  No policy written by the Company constitutes a “modified endowment contract” under section 7702A of the Code, except for any policy that is being administered as a “modified endowment contract” and with respect to which the policyholder either (i) consented in writing to the treatment of such policy as a “modified endowment contract” and has not acted to revoke such consent or (ii) was

informed in writing about the treatment of such policy as a “modified endowment contract,” declined to have such treatment corrected and has not subsequently requested to have such treatment corrected. There are no Liabilities that may result from the Tax treatment of the life insurance and annuity policies issued, assumed, exchanged, modified or sold by ALSC or a company acquired and merged into ALSC being less favorable to the purchaser, policyholder, account holder, other holder or intended beneficiaries thereof than the Tax treatment (including under the Code) for which such policies, products, plans or contracts qualified or purported to qualify at any or all times on or since their issuance, assumption, exchange, modification or purchase.

(xviii)ALSC is treated, for United States federal income Tax purposes, as the owner of the assets underlying the life insurance and annuity policies entered into or sold by ALSC (whether developed by, administered by or reinsured with any unrelated third party) that are provided under or connected with either a plan described in Section 401(a), 403(a), 403(b), 408 or 457 or any similar provision of the Code or other employee benefit plan.

(xix)ALSC is not a party to and has not received, written notice of any federal, state, local or foreign audits or other administrative or judicial proceedings with regard to the tax treatment of any policy or claims by the purchasers, holders or intended beneficiaries of the policies regarding the tax treatment thereof or of any plan or arrangement in connection with which such policies were purchased or have been administered.  ALSC has not entered into any agreement or arrangement and is not involved in any discussions or negotiations with any tax authority, and has not otherwise requested relief from any tax authority, regarding the failure of any policy to meet its intended tax treatment.

(xx)Neither the Company nor any Subsidiary thereof is party to any “hold harmless” or indemnification agreements regarding the Tax qualification and treatment of any product or plan sold, issued, entered into or administered by the Company or any Subsidiary thereof (whether developed by, administered by, or reinsured with any unrelated third party).

(xxi)Neither the Company nor any Subsidiary thereof has received any credits for Taxes or other Tax benefits from any Tax authority that are subject to recapture as a result of the transactions contemplated herein.

(xxii)Except as described on in Section 4(z)(xxii) of the Disclosure Schedule, there are no outstanding Tax sharing agreements or other such arrangements between the Company and any Subsidiary thereof or other corporation or entity.

(aa)Intellectual Property.   Except as set forth in Section 4(aa) of the Disclosure Schedule, the Company and each of its Subsidiaries owns or possesses sufficient rights to use all Intellectual Property which is necessary to conduct its businesses as currently conducted, except where the failure to own or possess such sufficient rights would not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect. Neither the Company nor any Subsidiary thereof has received any written notice of, and has no actual Knowledge of,

any infringement of or conflict with asserted rights of others with respect to any Intellectual Property which, either individually or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would reasonably be expected to have a Material Adverse Effect.

(bb)Environmental Matters.  Neither the Company nor any Subsidiary thereof is in violation of any statute, rule, regulation, decision or order of any governmental agency or body or any court, domestic or foreign, relating to the use, disposal or release of hazardous or toxic substances or relating to the protection or restoration of the environment or human exposure to hazardous or toxic substances (collectively, “Environmental Laws”), owns or operates any real property contaminated with any substance that is subject to any Environmental Laws, is liable for any off-site disposal or contamination pursuant to any Environmental Laws, and is subject to any claim relating to any Environmental Laws, which violation, contamination, Liability or claim has had or could reasonably be expected to have a Material Adverse Effect, individually or in the aggregate; and there is no pending or, to the Company’s Knowledge, threatened investigation that might lead to such a claim.

(cc)Employment Matters.  No material labor dispute with the employees of the Company or any Subsidiary thereof exists or, to the Company’s Knowledge, is imminent. None of the Company’s or any of its Subsidiary’s employees is a member of a union that relates to such employee’s relationship with the Company, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and each of its Subsidiaries believes that its relationship with its employees is good. No executive officer of the Company (as defined in Rule 501(f) of the 1933 Act) has notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise terminate such officer’s employment with the Company or any such Subsidiary. To the Company’s Knowledge, no executive officer, to the Company’s Knowledge, is, or is now expected to be, in violation of any term of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of a third party, and to the Company’s Knowledge, the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any Liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign Laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

(dd)Registration Rights.  The Company is under no obligation, contractual or otherwise, to register under the Securities Act, any of its presently outstanding securities or, other than as contemplated by the Transaction Agreements, any securities that may subsequently be issued by the Company.

(ee)Offering Valid.  Assuming the accuracy of the representations and warranties of Purchaser contained in Article V, the offer, sale and issuance of the Preferred Shares and Conversion Shares, respectively, will be exempt from the registration requirements of the Securities Act and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities Laws.

(ff)Investment Company.  The Company is not, and will not be as a result of the Contemplated Transactions, an investment company within the meaning of the Investment Company Act of 1940, as amended.

(gg)Data Privacy.  In connection with its collection, storage, transfer (including, without limitation, any transfer across national borders) and/or use of any personally identifiable information from any individuals, including, without limitation, any customers, prospective customers, employees and/or other third parties (collectively “Personal Information”), the Company and its Subsidiaries are and have been in compliance with all applicable Laws, the Company’s and its Subsidiaries’ privacy policies and the requirements of any contract or codes of conduct to which the Company or its Subsidiaries are a party.  The Company and its Subsidiaries have commercially reasonable physical, technical, organizational and administrative security measures and policies in place to protect all Personal Information collected by it or on its behalf from and against unauthorized access, use and/or disclosure. The Company and each of its Subsidiaries is and has been in compliance in all material respects with all Laws relating to data loss, theft and breach of security notification obligations.

(hh)Certain Transactions.

(i)Except as set forth in Section 4(hh) of the Disclosure Schedule, other than (i) standard employee benefits generally made available to all employees, (ii) standard director and officer indemnification agreements approved by the Board, and (iii) the purchase of shares of the Company’s capital stock and the issuance of options to purchase shares of the Company’s Common Shares, in each instance, approved in the written minutes of the Board (previously provided to the Purchasers or their counsel), there are no agreements, understandings or proposed transactions between the Company, Xenith and Vespoint, or any of their respective officers, directors, consultants or executive officers, or any Affiliate thereof.

(ii)The Company and each of its Subsidiaries is not indebted, directly or indirectly, to Xenith and Vespoint or any of their respective directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the Ordinary Course of Business or employee relocation expenses and for other customary employee benefits made generally available to all employees. None of Xenith, Vespoint or any of the Company’s directors, officers or employees, or any members of their immediate families, or any Affiliate of the foregoing are, directly or indirectly, indebted to the Company or any Subsidiary thereof or have any (i) material commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship with any of the customers, suppliers, service providers, joint venture partners, licensees and competitors of the Company or any Subsidiary thereof, (ii) direct or indirect ownership interest in any firm or corporation with which the Company any Subsidiary thereof is affiliated or with which the Company or any Subsidiary thereof has a business relationship, or any firm or corporation which competes with the Company or any Subsidiary thereof except that directors, officers, employees or stockholders of the Company may own stock in (but not exceeding two percent (2%) of the outstanding capital stock of) publicly traded companies that may compete with the Company; or (iii) financial interest in any contract with the Company or any Subsidiary

thereof other than employment agreements with the Company, copies of which have been made available to the Purchaser.

(ii)No General Solicitation.  Neither the Company, nor any of its officers, directors, managers, members, employees, agents, shareholders, partners or Affiliates has either directly or indirectly engaged in any general solicitation or published any advertisement in connection with the offer and sale of the Purchased Shares or in connection with the Concurrent Private Placement of the Company Common Shares.

(jj)No Integration; No Disqualifying Event.  Neither the Company nor, any of its Affiliates or any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security of the Company or solicited any offers to buy any security, under circumstances that would adversely affect reliance by the Company on Section 4(a)(2) of the Securities Act for the exemption from the registration requirements imposed under Section 5 of the Securities Act for the Contemplated Transactions or that would require such registration under the Securities Act. No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) under the Securities Act is applicable to the Company.

(kk)Compliance with Listing Requirements.  The Company Common Shares are quoted on the OTCQB of the OTC Markets Group Inc. The Company is in compliance in all material respects with the listing, maintenance, eligibility and other requirements of the OTCQB applicable to it for the continued listing of the Company Common Shares thereon. The Company has not received any notification that the OTCQB is contemplating delisting the Company Common Shares.

(ll)The Nebraska Shareholders Protection Act.  The Company is exempt from the Nebraska Shareholders Protection Act

(mm)Investment Adviser, Contracts and Investment Management Agreements.

(i)Except as set forth on Section 4(mm) of the Disclosure Schedule, neither the Company nor any Subsidiary is, nor is required to be, registered, licensed or qualified as an investment adviser under the Advisers Act, or the Laws of any state or other jurisdiction and neither the Company nor any of its Subsidiaries is or has been (A) a bank, trust company, broker-dealer, commodity broker-dealer, commodity pool operator, commodity trading advisor, real estate broker or transfer agent within the meaning of any applicable Law, (B) required to be registered, licensed or qualified as a bank, trust company, broker-dealer, commodity broker-dealer, commodity pool operator, commodity trading advisor, real estate broker or transfer agent under any applicable Law of any jurisdiction in which the business of the Company and its Subsidiaries operate or (C) subject to any liability or disability by reason of any failure to be so registered, licensed or qualified.  Neither the Company nor any of its Subsidiaries nor any “affiliated person” (as defined in the Advisers Act) of any of them is ineligible pursuant to section 203 of the Advisers Act to serve as a registered investment adviser or “associated person” (as defined in the Advisers Act) of a registered investment adviser, nor is there any action, claim or proceeding pending or, to the Knowledge of the Company, threatened by any Governmental Entity which could result in the ineligibility of the Company or any of its

Subsidiaries or any “affiliated person” (as defined in the Advisers Act) of any of them to serve in any such capacities.  Neither the Company nor any of its Subsidiaries nor any of the Persons associated with therewith as specified in Section 506 of Regulation D under the Securities Act are subject to any of the disqualifying events listed in Section 506 within the relevant time periods specified therein.

(ii)To the extent required by applicable Law, including, without limitation, the Adviser Act, the Company and each of its Subsidiaries has implemented one or more formal codes of ethics, investment guidelines, insider trading policies, personal trading policies and other material policies.  Such codes of ethics, investment guidelines and policies comply in all material respects with applicable Law, including, without limitation, the Advisers Act, the Laws of the state of Nebraska and the Nebraska Department.  To the Knowledge of the Company, there have been no material violations of such codes of ethics, investment guidelines and policies with respect to the business of the Company and its Subsidiaries.  Neither the Company nor any Subsidiary has received a material deficiency letter since January 1, 2015 from any Governmental Entity with respect to its business. As of the date of each filing, amendment or delivery to investors, as applicable, each part of each Form ADV submitted by the Company or any Subsidiary was materially accurate and correct and complied in all material respects with applicable Law, including, without limitation, the Advisers Act.

(iii)With respect to each material Contract to which the Company or any Subsidiary is a party or pursuant to which its assets are bound, including, without limitation, any reinsurance Contract, any custodial Contracts, investment management Contracts, and investment advisor Contracts (whether or not material): (A) such Contract is legal, valid, binding, enforceable and in full force and effect; (B) each such Contract has been entered into and performed by the Company or its Subsidiaries in accordance with its terms (including any applicable investment, guidelines, restrictions or policies), the Advisers Act and applicable Law, in each case in all material respects; (C) each such Contract includes in all material respects all provisions required by applicable Law, including, without limitation, the Advisers Act; (D) the Company or any such Subsidiary that is a party thereto is not in breach and, to the Knowledge of the Company, no other party to such Contract is in breach or default, and the Company has no Knowledge that any event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification or acceleration, under the Contract that would have a material adverse effect on the Company and its Subsidiaries when taken as a whole; and (E) to the Knowledge of the Company, no party to such Contract has repudiated any material provision of the Contract.  There are no unresolved customer complaints or grievances received by the Company or any Subsidiary with respect its investment management or investment advisory clients.

(nn)Disclosure.  The Company has made available to the Purchasers all the information reasonably available to the Company that the Purchasers have requested for deciding whether to acquire the Purchased Shares.

(oo)No Other Representations or Warranties.  Except for the representations and warranties contained in the Transaction Agreements, including any modification or qualification

thereto included in the Disclosure Schedules, neither the Company nor any of its Subsidiaries or any other Person on behalf of either the Company or its Subsidiaries makes any other express or implied representation or warranty with respect to the Company or its Subsidiaries or any information provided to Purchaser with respect to the Company or its Subsidiaries.

SECTION 5.  REPRESENTATIONS AND WARRANTIES OF PURCHASER.

As an inducement to the Company and ALSC to enter into this Agreement, Purchaser hereby represents and warrants to the Company and ALSC that the representations and warranties contained in Section 5 are accurate, true, correct and complete as of the date hereof and will be accurate, true, correct and complete as of the Closing Date.

(a)Organization of Purchaser.  Purchaser (i) is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware, (ii) is duly qualified as a foreign entity to do business, and is in good standing, in each jurisdiction in which the nature of its business or the ownership of its properties makes such qualification necessary.

(b)Authorization of Transaction.  Purchaser has all requisite organizational power and authority to operate its business as now conducted and has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  Assuming due authorization, execution and delivery by the other Parties (other than the Purchaser), this Agreement constitutes the valid and legally binding obligation of Purchaser, enforceable in accordance with its terms and conditions.  Purchaser has obtained any necessary or appropriate authorizations from its manager to perform its obligations hereunder. Purchaser has adequate unrestricted funds to complete the Closing.

(c)Notice, Filings, Consents and Approvals.  Except as set forth in Section 7(b)(i),  Purchaser does not need to give any notice to, make any filing with or obtain any authorization, consent or approval of any third Person or Governmental Entity in order to consummate the Contemplated Transactions.

(d)Noncontravention.  Neither the execution and the delivery of this Agreement, nor the consummation of the Contemplated Transactions, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Entity to which Purchaser is subject or any provision of its organizational or operative documents or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which Purchaser is a party or by which it is bound or to which any of its assets is subject.

(e)Brokers’ Fees.  Purchaser has no Liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the Contemplated Transactions.

(f)Investment.  Purchaser is buying the Purchased Shares for investment only and not with a view to resale in connection with any distribution of any of the Purchased Shares except in compliance with the Securities Act and all other applicable securities Laws.  Purchaser understands and acknowledges that the Purchased Shares shall not be sold, transferred, offered for sale,

pledged, hypothecated or otherwise disposed of except in compliance with such Laws.  Purchaser is able to bear the economic risk of holding the Purchased Shares for an indefinite period, including a complete loss of its investment in the Purchased Shares, and has knowledge and experience in financial and business matters such that it is capable of evaluating the risks of an investment in the Purchased Shares.

(g)Accredited Investor.  Purchaser represents that it qualifies as an “accredited investor” as defined in Section 2(15) of the Securities Act and Rule 501(a) of Regulation D promulgated under the Securities Act.

(h)Information.  Purchaser acknowledges that it has received and carefully read the Company’s SEC Reports and filings with the Commission, is familiar with and understands said documents, has relied on the information contained therein, and has not relied upon any other offering literature or prospectus except as may be contemplated in (k) below. Purchaser further understands that the Purchased Shares are a highly speculative investment that involves a high degree of risk of the loss of the Purchaser’s entire investment and it is qualified by knowledge and experience to evaluate investments of this type. Purchaser has carefully considered the potential risks relating to the Company and owning the Purchased Shares. Purchaser and its advisors have had the opportunity to ask questions of and receive answers from Representatives of the Company or Persons acting on its behalf concerning the Company and the terms and conditions of an investment in the Purchased Shares and Purchaser has also had the opportunity to obtain additional information necessary to verify the accuracy of information furnished about the Company.  The foregoing, however, does not limit or modify the representations and warranties of the Company in Section 4 or the right of the Purchasers to rely thereon.

(i)Restrictions on Transfer.  Purchaser understands that the Purchased Shares have not been registered under the Securities Act or the securities Laws of any state and, as a result thereof, are subject to restrictions on transfer and the certificate(s) representing the Purchased Shares will be imprinted with a legend substantially as follows:

The securities represented hereby have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, sold or otherwise transferred, assigned, pledged or hypothecated unless and until registered under the Securities Act or unless the Company has received an opinion of counsel or other evidence reasonably satisfactory to the Company that such registration is not required.

(j)Estimates; Forward-Looking Statements.  Purchaser acknowledges that any and all estimates or forward-looking statements or projections with which it may have been provided (collectively, the “Information”) were prepared by the Company in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed, will not be updated by the Company and should not be relied upon. Purchaser further acknowledges that any and all information regarding the historical performance of the Company is not necessarily indicative of future performance.

(k)Regulatory Disclosure.  Purchaser acknowledges that the Company may be required to disclose to insurance or securities regulatory authorities or other governmental entities certain information concerning Purchaser and its owners, and, if required by applicable insurance or securities Law or orders or by any insurance or securities commission or other regulatory authority, Purchaser will, in a timely manner, execute, deliver, file and otherwise assist the Company in filing, such reports, undertakings and other documents with respect to the issuance and sale of the Purchased Shares as may be required for the Company to comply with applicable insurance or securities Law.

(l)Source of Funds.  None of the funds provided to by Purchaser to meet its obligations hereunder (i) have been or will be derived from or related to any activity that is deemed criminal under U.S. federal or state Laws or the Laws of any other jurisdiction including the Laws of the USA Patriot Act and the Office of Foreign Assets Control, or (ii) are being tendered on behalf of a Person who has not been identified to Company.

(m)No Other Representations or Warranties of Purchaser.  Except for the representations and warranties of Purchaser set forth in this Section 5, Purchaser makes no other representations and warranties (whether express or implied) with respect to the subject matter of this Agreement or the Contemplated Transactions.

SECTION 6. REPRESENTATIONS AND WARRANTIES OF XENITH AND VESPOINT.

As an inducement to the Purchaser to enter into this Agreement, each of Xenith and Vespoint, severally and not jointly, hereby represents and warrants to the Purchaser that the representations and warranties contained in Section 6 are accurate, true, correct and complete as of the date hereof and will be accurate, true, correct and complete as of the Closing Date.

(a)Organization of Each of Xenith and Vespoint.  Each of Xenith and Vespoint (i) is a limited liability company duly organized, validly existing and in good standing under the Laws of the state of it formation, (ii) is duly qualified as a foreign entity to do business, and is in good standing, in each jurisdiction in which the nature of its business or the ownership of its properties makes such qualification necessary.

(b)Authorization of Transaction.  Each of Xenith and Vespoint has all requisite organizational power and authority to operate its business as now conducted and has full power and authority to execute and deliver this Agreement and each other Transaction Agreement and to perform its obligations hereunder and thereunder.  Assuming due authorization, execution and delivery by the other Parties (other than Xenith and Vespoint), this Agreement, and when executed and delivered, each other Transaction Agreement to which it is a party, constitutes its valid and legally binding obligation, enforceable in accordance with its terms and conditions.  It has obtained any necessary or appropriate authorizations from its manager to perform its obligations hereunder

(c)Notice, Filings, Consents and Approvals.  Neither of Xenith or Vespoint needs to give any notice to, make any filing with or obtain any authorization, consent or approval of any third Person or Governmental Entity in order to consummate the Contemplated Transactions.

(d)Noncontravention.  Neither the execution and the delivery of this Agreement and the other Transaction Agreements to which it is a party, nor the consummation of the Contemplated Transactions, will (i) violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any Governmental Entity to which it is subject or any provision of its organizational or operative documents or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel or require any notice under any agreement, contract, lease, license, instrument or other arrangement to which it is a party or by which it is bound or to which any of its assets is subject.

(e)No Litigation or Claims. Neither it nor any of its Affiliates has any claim, action, suit, complaint, charge, litigation, arbitration, prosecution, hearing or other proceeding of any nature, in Law or in equity,  or other proceeding pending or threatened before or by any court or other Governmental Entity against the Company, any of its Subsidiaries or any of their respective Affiliates or any of their respective directors or employee, including, without limitation, pursuant to that certain Loan, Convertible Preferred Stock and Convertible Senior Secured Note Purchase Agreement between the Company and Xenith dated as of May 9, 2018, and, to its Knowledge, no event has occurred or circumstances exist that would reasonably be expected to give rise to, or serve as a basis for, any of the foregoing.

(f)Brokers’ Fees.  Neither Xenith nor Vespoint has any Liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the Contemplated Transactions.

SECTION 7.  PRE‑CLOSING COVENANTS.

(a)The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing:

(i)General.  Each of the Parties will use their or its reasonable best efforts to take all action and to do all things necessary, proper or advisable in order to consummate and make effective the Contemplated Transactions (including the deliveries set forth in Section 3(b) and satisfaction, but not waiver, of the Closing conditions set forth in Section 9).

(ii)Notices and Consents.  Each of the Parties will give any notices to, make any filings with and use its reasonable best efforts to obtain any authorizations, consents and approvals of any third parties or Governmental Entities in order for the Parties to consummate the Contemplated Transactions.

(iii)Operation of Business.  Except (i) as required by applicable Law, set forth in Section 4(s) of the Disclosure Schedule or Section 7(a)(iii) of the Disclosure Schedule or expressly permitted by the terms and conditions of this Agreement or (ii) as Purchaser otherwise consents in writing in advance, prior to the Closing or until this Agreement is terminated,  the Company shall and shall cause its Subsidiaries to: (A) comply with all Laws, (B) use its commercially reasonable efforts to maintain its business, assets and operations as an ongoing concern in accordance with past practice, (C) use its

commercially reasonable efforts to preserve intact such Certificate of Authority, and maintain material relationships and goodwill with its regulators, and, except as otherwise required under the terms of this Agreement or with the prior written consent of Purchaser and (D) not do any of the following:

(A)declare, set aside or pay any dividend or make any distribution with respect to Company Common Shares or ALSC common shares or equity securities of any other Subsidiary of the Company or redeem, purchase or otherwise acquire any shares of capital stock of the Company or ALSC including Company Common Shares or ALSC common shares or equity securities of any other Subsidiary of the Company;

(B)create, incur, assume or guarantee any indebtedness for borrowed money or capitalized lease obligations;

(C)authorize for issuance, deliver, transfer, issue, sell, grant, pledge or otherwise dispose of or encumber any shares of the Company or ALSC or equity securities of any other Subsidiary of the Company, any other voting securities or any securities convertible into or exchangeable for, or any options, warrants, calls or other rights to purchase or otherwise acquire any such shares, voting securities, or convertible or exchangeable securities, in each case, of the Company or any Subsidiary thereof;

(D)enter into any agreement with respect to any merger, consolidation, liquidation, dissolution or business combination involving the Company or any Subsidiary thereof;

(E)acquire (by merger, consolidation, acquisition of stock or assets, bulk reinsurance or otherwise) any corporation, partnership or other business organization or assets or Liabilities compromising a business or segment, division or line of business or any material amount of property or assets in or of any other Person or create or acquire any Subsidiaries;

(F)make any material change in the financial accounting or investment policies, guidelines, practices or principles of the Company or any Subsidiary thereof (other than any change required by applicable Laws, GAAP or SAP);

(G)purchase, sell, lease, pledge, exchange, encumber or otherwise dispose or acquire any property or assets, other than with respect to ALSC’s investment portfolio in the Ordinary Course of Business or as otherwise contemplated by this Agreement, or make, or commit to make, any capital expenditures;

(H)assign, transfer or terminate, or initiate the assignment, transfer or termination, or modify or amend in any respect or knowingly violate the terms of, any of the Contracts or waive, release or assign any rights or claims thereunder or enter into any agreement, contract, understanding or similar arrangement which would, if entered into prior to the date hereof, have been a Contract;

(I)adopt, establish, contribute to or otherwise incur any Liability with respect to any employee benefit plan, program, policy or arrangement;

(J)hire or retain the services of any employee, consultant or independent contractor, except in the Ordinary Course of Business;

(K)forfeit, abandon, modify or otherwise change, waive, terminate or fail to renew or let lapse ALSC’s Certificate of Authority;

(L)fail to submit any material reports, statements, documents, registrations, filings or submissions to be filed by the Company or any Subsidiary thereof with any Governmental Entity as required by Law;

(M)take any action (A) that would cause any of the Company’s representations and warranties herein to become untrue in any material respect, or (B) that would, individually or in the aggregate, have, or would reasonably be expected to have, a Material Adverse Effect;

(N)make any change, amendment, waiver or other modification to the Articles of Incorporation or By-laws of the Company or the charter documents of any Subsidiary of the Company;

(O)default under any indebtedness or incur any Encumbrances;

(P)knowingly violate or knowingly fail to perform any obligation or duty imposed upon the Company or any Subsidiary thereof by any applicable Law that is material to the business of the Company or any Subsidiary thereof or ALSC’s Certificates of Authority;

(Q)without the prior written consent of Purchaser, neither the Company nor any Subsidiary thereof shall make or change any Tax election, change any Tax return or method of Tax accounting, change an annual accounting period, adopt or change any Tax accounting method, file any amended Tax return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim, deficiency or assessment, or take any other similar action relating to the filing of any Tax return or the payment of any Tax;

(R)increase or decrease the authorized number of directors constituting the Board;

(S)create, or authorize the creation of, or issue, or authorize the issuance of, any debt security or create any lien or security interest (except for debt issued to wholly-owned subsidiaries, purchase money liens or statutory liens of landlords, mechanics, materialmen, workmen, warehousemen and other similar persons arising or incurred in the ordinary course of business) or incur other indebtedness for borrowed money, including but not limited to obligations and contingent obligations under guarantees, or permit any Subsidiary of the Company

to take any such action with respect to any debt security, lien, security interest or other indebtedness for borrowed money, if the aggregate indebtedness of the Company and its Subsidiaries for borrowed money following such action would exceed One Million Dollars ($1,000,000);

(T)make or effect any material changes to the business or operations of the Company and its Subsidiaries, when taken as a whole; or

(U)agree or commit to do any of the foregoing.

(iv)Preservation of Business and Facilities.  Each of the Company and its Subsidiaries will use its commercially reasonable efforts to keep its business and properties substantially intact, including its present operations, physical facilities, working conditions and relationships with lessors, licensors, suppliers, insurance agents, reinsurers, policyholders, customers and employees.

(v)Full Access; Confidentiality.  The Company and its Subsidiaries will permit Representatives of the Purchaser to have full access at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Company and its Subsidiaries, to all premises, properties, personnel, books, records (including tax records), contracts and documents of or pertaining to the Company and its Subsidiaries.  Purchaser will treat and hold as such any Confidential Information it receives from the Company or ALSC in the course of the reviews contemplated by this Section, will not use any of the Confidential Information except in connection with this Agreement and, if this Agreement is terminated for any reason whatsoever, will return to the Company and ALSC all tangible embodiments (and all copies) of the Confidential Information which are in its possession.

(vi)Notice of Developments.  Each of the Company,  ALSC, Xenith and Vespoint will give prompt written notice to the Purchaser of any Material Adverse Effect, any event causing a potential breach or breach of any of the representations, warranties or covenants herein, any notice or other communication from any Person alleging that the consent of such Person (or other Person) is or may be required in connection with the Contemplated Transactions, and any notice or other communication from any Governmental Entity in connection with the Contemplated Transactions.  No disclosure by the Company, ALSC, Xenith or Vespoint pursuant to this Section, however, shall be deemed to amend or supplement its Disclosure Schedule or to prevent or cure any misrepresentation, breach of warranty or breach of covenant. Subject to compliance with applicable Law, from the date hereof until the Closing Date, the Company, Xenith, and Vespoint shall confer on a regular and frequent basis with one or more Representatives of Purchaser to report operational and financial matters of materiality and the general status of ongoing operations of the Company and shall promptly provide Purchaser or its counsel with copies of all filings made by such Party with any Governmental Entity in connection with this Agreement and the Contemplated Transactions.

(vii)No Solicitation of Transactions.  From the date hereof until the Closing or until this Agreement is terminated,  the Company, Xenith and Vespoint agree that they will not, nor will they authorize or permit any of their respective Representatives or Subsidiaries

to, take any action to solicit, initiate, encourage or assist the submission of any proposal, negotiation or offer from any Person other than Purchaser relating to the sale or issuance, of any Company Common Shares (other than in connection with the Concurrent Private Placement) or any of the preferred capital stock of the Company or the acquisition, sale, lease, license or other disposition of the Company or any Subsidiary thereof or any material part of the stock or assets of the Company or any Subsidiary thereof and shall notify the Purchaser promptly of any inquiries by any third parties in regards to the foregoing.

(b)Insurance Law Filings and Approvals.

(i)As soon as practicable after the date hereof, but in no event later than seven (7) Business Days after the date hereof the Parties will file or cause to be filed all requisite documents and notifications required under all applicable Insurance Laws and with all relevant Governmental Entities in connection with the Contemplated Transactions.  Based upon discussions with the Nebraska Department, the Parties acknowledge and agree that Purchaser does not need to give any notice to, make any filing with or obtain any authorization, consent or approval of any third Person or Governmental Entity in order to consummate the Contemplated Transactions  (including the filing of a disclaimer of affiliation with respect to the Contemplated Transactions with the Nebraska Department), other than filing a National Association of Insurance Commissioners biographical affidavit relating to the ALSC director to be appointed under Section 9(a)(xi) hereof and a notice of ownership change to be filed by Seneca Reinsurance Company, LLC with the Vermont Captive Insurance Division. For purposes of this Section 7(b), “Contemplated Transactions” shall be deemed to include (i) the ownership or holding of the Company Common Shares or the Conversion Shares, as the case may be, and (ii) the conversion of the Preferred Shares into Conversion Shares and subject to the terms, conditions and limitations in the Stockholders Agreement.

(ii)Should the Nebraska Department notify any of the Parties that a Form A Application be filed by the Purchaser with respect to its proposed ownership of Company Common Shares and Conversion Shares (a “Form A”), the Parties will file or cause to be filed (i) such Form A within ten (10) Business Days of the receipt of such notification and (ii) all requisite documents, approvals and notifications required under all applicable Insurance Laws and with all relevant Governmental Entities in connection with the Contemplated Transactions which derive from a determination that a Form A is required in connection with the Contemplated Transactions, as set forth in Section 7(b)(ii) of the Disclosure Schedule, which the Parties agree to use their reasonable best efforts to determine and agree upon such documents, approvals and notifications and supplement the Disclosure Schedule accordingly within such ten (10) Business Day period.

(iii)The Parties will use commercially reasonable efforts to promptly comply with or cause to be complied with any requests by the Nebraska Department and any other Governmental Entity, including requests for additional information concerning the Contemplated Transactions, promptly inform the other Parties of any communication from the Nebraska Department and any other Governmental Entity regarding the Contemplated Transactions, and consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analysis, appearance, presentation,

memorandum, brief, argument, opinion, or proposal made or submitted by either of them in connection with any investigation by or proceeding before the Nebraska Department and any other Governmental Entity relating to the Contemplated Transactions or any claim or action relating thereto.

(iv)Each Party agrees to use commercially reasonable efforts to obtain the approval or waiver of the Nebraska Department and any other Governmental Entity with jurisdiction with respect to any applicable Insurance Law regarding the Contemplated Transactions.  If any claim or action is instituted (or threatened) challenging the Contemplated Transactions as violating any Insurance Law in a manner that would make the Contemplated Transactions illegal or otherwise materially delay or prohibit the consummation of the Closing, each Party agrees to use commercially reasonable efforts to contest and defend any such claim or action to avoid entry of, or to have vacated, lifted, reversed, repealed, rescinded, or terminated, any Governmental Order that prohibit, prevents, or restricts consummation of the Closing or the ownership by Purchaser of the Company Common Shares or Conversion Shares.  Notwithstanding anything to the contrary contained in this Agreement, no Party nor any of their respective Affiliates will have any obligation under this Agreement to (A) dispose or transfer or cause any of its Affiliates to dispose of or transfer any material assets, or to commit to cause it to dispose of any material assets, (B) discontinue or cause any of its Affiliates to discontinue offering any material product or service, or commit to cause any Party to discontinue offering any material product or service, (C) hold separate or cause any of its Affiliates to hold separate any material assets or operations (either before or after the Closing Date), or commit to cause any Party to hold separate any material assets or operations, or (D) make or cause any of its Affiliates to make any commitment (to any Governmental Entity or otherwise) regarding its future operations or the future operations of any Party or any of its Affiliates (each of (A), (B), (C) or (D), a “Burdensome Condition”).

(v)Without limiting the foregoing, each Party shall use, and shall cause its Affiliates to use, reasonable best efforts to take any and all actions necessary to avoid each and every impediment under any applicable Law that may be asserted by, or Governmental Order that may be entered by, any Governmental Entity with respect to the Transaction Agreements or the transactions contemplated thereby so as to enable the Closing to occur as promptly as practicable, including using reasonable best efforts to take or refrain from taking or agree to take, or to procure its Affiliates to take or refrain from taking or agree to take, all actions or permit or suffer to exist any restriction, condition, limitation or requirement requested by any Governmental Entity, or otherwise necessary, proper or appropriate to (i) obtain all approvals of all Governmental Entities necessary, proper or advisable to consummate the Contemplated Transactions, (ii) resolve any objections that may be asserted by any Governmental Entity with respect to the Closing or any Contemplated Transaction and (iii) prevent the entry of, and have vacated, lifted, reversed or overturned, any Governmental Order that would prevent, prohibit, restrict or delay the consummation of the Closing or any Contemplated Transaction.

(vi)The Parties shall not, and shall cause its Affiliates not to, take or cause to be taken any action, including directly or indirectly (whether by merger, consolidation or otherwise) acquiring, purchasing, leasing or licensing (or agree to acquire, purchase, lease

or license) any business, corporation, partnership, association or other business organization or division or part thereof, or any securities or collection of assets, if doing so would reasonably be expected to: (A) impose any material delay in the obtaining of, or materially increase the risk of not obtaining any, approvals from Governmental Entities necessary, proper or advisable to consummate the Contemplated Transactions, (B) materially increase the risk of any Governmental Entity entering a Governmental Order prohibiting the consummation of the Contemplated Transactions, (C) materially increase the risk of not being able to remove any such Governmental Order on appeal or otherwise or (D) otherwise impair or delay the ability of the Parties to perform their respective material obligations under the Transaction Agreements.

(vii)None of the Parties shall, and they shall cause their respective Affiliates not to, permit any of their respective directors, managers, officers, employees, partners, members, shareholders or any other Representatives to participate in any live or telephonic meeting (other than non-substantive scheduling or administrative calls) with any Governmental Entity in respect of any filings, investigation or other inquiry relating to the Contemplated Transactions unless it consults with the other Parties in advance and, to the extent permitted by applicable Law and by such Governmental Entity, gives the other Parties the opportunity to attend and participate in such meeting.

SECTION 8.  POST-CLOSING COVENANTS.

The Parties agree as follows with respect to the period following the Closing.

(a)General.  In case at any time after the Closing, any further action is necessary to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party reasonably may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefor pursuant to this Agreement).

(b)Confidentiality.  The Parties shall, and shall cause their respective Affiliates and Representatives to, treat and hold as such all of the Confidential Information, refrain from using any of the Confidential Information except in connection with this Agreement.  In the event that a Party is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative demand or similar process) to disclose any Confidential Information, the Party will notify the other Party promptly of the request or requirement so that such other Party may seek an appropriate protective order or waive compliance with the provisions of this Section 8(b).  If, in the absence of a protective order or the receipt of a waiver hereunder, a Party is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal or else stand liable for contempt, then a Party may disclose the Confidential Information to the tribunal; provided, however, that such Party shall use its commercially reasonable best efforts to obtain, at the request of the other Party and, and its expense, an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed.

(c)Affirmative Covenants.

(i)If this Agreement is in effect and any Purchased Shares remain outstanding, the Company will, to the extent it has Knowledge of and is able to compel ALSC to so act, provide Purchaser with:

(A)prompt notice of (1) all material adverse changes or expected material adverse changes in its or ALSC’s financial condition (including any material adverse Tax changes) and (2) all litigation and claims, either pending or threatened, relating to the Company or ALSC that could materially adversely affect the Company’s or ALSC’s financial condition;

(B)annual audited financial statements (including a balance sheet and statements of income and cash flow), prepared in accordance with GAAP or SAP, as the case may be, consistently applied and certified by the Company’s or ALSC’s chief financial officer, as the case may be, as soon as available and, in any event, within 90 days after the close of the applicable fiscal year;

(C)quarterly unaudited financial statements (including a balance sheet, statements of income and cash flow and management reports of Company and ALSC) within 45 days after the close of the applicable month;

(D)copies of the Company’s and ALSC’s federal and state income tax returns, to be provided no later than 30 days after filing with the appropriate taxing authorities; and

(E)such additional information (such as statements, lists of assets and Liabilities, agings of receivables and payables, budgets, forecasts, tax returns, and other reports with respect to the financial condition of the Company or ALSC), to be provided within 30 days after receiving a written request, as Purchaser may request from time to time;

provided however that paragraphs (A), (B) and (C) above shall be deemed to be satisfied if the Company timely files its Company SEC Reports if such information is reasonably apparent in such Company SEC Reports and such Company SEC Reports satisfy Section 4(l).

(ii)If this Agreement is in effect and the Purchaser owns 10% or more of the Company’s Common Shares on an as converted fully diluted basis, the Company, to the extent it has Knowledge of and is able to compel ALSC to so act, will:

(A)permit Purchaser or its designees, at any reasonable time, to (1) visit and inspect at its cost and expense, once per calendar year, the Company’s and ALSC’s properties and to examine, make copies and audit their books, accounts and records maintained by them or any third‑party agent, provided that all information pertaining to the Company’s and ALSC’s products or trade secrets received by Purchaser or its designees in the course of any such audit or examination identified by the Company or ALSC as confidential will remain

confidential, and (2) discuss the Company’s and ALSC’s business and finances with the Company’s and ALSC’s officers;

(B)notify and invite Purchaser to attend through one (1) designees all meetings of the Board and provide to Purchaser all information and other materials supplied to the Board other than information that, based on advice of counsel, should not be shared with the Purchaser in order to preserve attorney-client privilege.

(d)Insurance Law Filings and Approvals.  Should, following the Closing, the Purchaser wish to access full voting control over the Company Common Shares or Conversion Shares, as the case may be, which it acquires (or seeks to acquire, by conversion of the Preferred Shares or otherwise) pursuant to the Contemplated Transactions, the Company and ALSC shall cooperate with the Purchaser to file and receive approval for a Form A to request approval from the Nebraska Department to receive such full voting control, including but not limited to effectuate the withdrawal of the voting proxy given to Vespoint under the Stockholders Agreement.  Sections 7(h)(iii) through (vii) shall apply to the Parties mutatis mutandis in regard to such filing and approval process for such Form A.

(e)Proxy Statement.  As promptly as practicable following the Closing Date, the Company shall prepare and file with the SEC a proxy statement to be sent to the shareholders of the Company in connection with its Shareholders’ Meeting to approve the Shareholder Approval Matters (such proxy statement together with, as the context dictates, any ancillary documents to be sent to such shareholders, each as amended or supplemented, being referred to herein as the “Proxy Statement”), and shall use its reasonable best efforts to have the Proxy Statement cleared by the SEC as promptly as practicable. The Proxy Statement shall comply as to form in all material respects with the applicable provisions of the Exchange Act. The Company shall give Purchaser and its counsel a reasonable opportunity to review and comment on the Proxy Statement, including all amendments and supplements thereto, prior to such documents being filed with the SEC and the Purchaser shall provide any comments thereto within three  (3)  Business Days of receipt of drafts thereof. The Company shall comply with applicable Law in connection with its preparation and filings of the Proxy Statement and any amendment or supplement thereto with the SEC. The Proxy Statement shall state that the Board has, through the specified vote, approved the adoption of the Shareholder Approval Matters and recommended to the shareholders of the Company that such shareholders approve the Shareholder Approval Matters.

(f)Shareholders’ Meeting.  The Company, acting through the Board, shall, in accordance with applicable law and the Company’s Articles of Incorporation and By-laws, duly call, give notice of, convene and hold a meeting of its shareholders as promptly as practicable following the Closing Date for the purpose of considering and taking action on the Shareholder Approval Matters (the “Shareholders’ Meeting”). The Company shall ensure that all proxies solicited in connection with the Shareholders’ Meeting are solicited in compliance with all applicable Law. The Company shall use its reasonable best efforts to solicit from its shareholders proxies in favor of the adoption of the Shareholder Approval Matters.  Commencing as of the Shareholders’ Meeting the authorized size of the Board shall be seven (7).

(g)Tax Matters.

(i)The Company and Purchaser shall cooperate in the preparation, execution and filing of all tax returns and other documents relating to taxes that become payable in connection with the Contemplated Transactions (“Transfer Taxes”), and shall cooperate in seeking to minimize the amount of Transfer Taxes, if any.  The Company shall bear and pay or cause to be paid, without deduction or withholding from any consideration or amounts payable to Purchaser, all Transfer Taxes.

(ii)The Company agrees to use commercially reasonable efforts to structure the payment of Accruing Dividends of the Series A Preferred Stock upon a liquidation, dissolution or winding up of the Company or a Deemed Liquidation Event under Article III of the Articles of Amendment (as such terms are defined therein), a redemption under Article IV thereof, or a conversion under Article V thereof, in each case in a manner that is tax efficient to the holders of the Series A Preferred Stock, subject to applicable law and to the extent legally permissible and provided that such course of action does not materially adversely affect the Company or common equity owners relative to the holders of Series A Preferred Stock. In addition, the Company shall use commercially reasonable efforts to structure any adjustment to the Series A Conversion Price (as defined in the Articles of Amendment) in a manner that is tax efficient to the holders of the Series A Preferred Stock, subject to applicable law and to the extent legally permissible and provided that such course of action does not materially adversely affect the Company or common equity owners relative to the holders of Series A Preferred Stock. For purposes of this Section 8(g)(ii), “materially adversely affect” means good faith, estimated accounting, legal or other advisor costs expected to be incurred and non-Transfer Taxes of the Company and its common equity owners in an aggregate amount in excess of  fifty thousand dollars ($50,000).  Furthermore, the Company agrees that it does not intend to treat the Series A Preferred Stock as “preferred stock” for U.S. federal (and corresponding state and/or local) income tax purposes, including for purposes of Section 305 of the Internal Revenue Code of 1986, as amended, subject to change in applicable law or guidance.  Provided, however, notwithstanding anything to the contrary contained in this Section 8(g)(ii), in any other provision of this Agreement or in the Articles of Amendment, Purchaser acknowledges and agrees that Company (nor any of its Affiliates, directors, officers, shareholders, agents, successor or assigns) in no way represents, warrants, indemnifies, or otherwise guaranties any particular federal (or applicable state, local or foreign) income tax consequences to Purchaser with respect to the Purchased Shares.  Purchaser further acknowledges and agrees that it has and will on and after Closing consult with and rely on its own tax advisers as to the tax consequences of Purchaser’s purchase and ownership of the Purchased Shares.

SECTION 9. CONDITIONS TO OBLIGATION TO CLOSE.

(a)Conditions to Obligation of Purchaser.  The obligation of Purchaser to consummate the transactions to be performed by it in connection with the Closing, except as otherwise set forth in this Section 9(a), is subject to satisfaction of the following conditions, unless otherwise waived:

(i)Representations and Warranties.  The representations and warranties set forth in Sections 4 and 6 which are not qualified by materiality, Material Adverse Effect or other words of similar effect shall be true and correct in all material respects at and as of

the Closing Date, as the case may be, and all representations and warranties set forth in Sections  4 and 6 which are qualified by materiality, Material Adverse Effect or other words of similar effect shall be true and correct in all respects at and as of Closing Date;

(ii)Performance of Covenants and Obligations. Each Party (other than the Purchaser) shall have performed and complied in all material respects with all of their covenants and obligations required to be performed under this Agreement on or prior to the Closing Date;

(iii)Notices, Approvals, Authorizations, Agreements and Consents.  All filings,  notices, approvals, authorizations, agreements and consents that are required in connection with the Contemplated Transactions, including but not limited to those set forth in Section 4(f) and (g) of the Disclosure Schedule, shall have been made, obtained or received, as the case may be, and in effect as of the Closing and Purchaser shall have received evidence thereof reasonably satisfactory to Purchaser;

(iv)No Governmental Order or Action.  No action, suit or proceeding shall be commenced, pending or threatened before or by any Governmental Entity or before any arbitrator and no investigation by any Governmental Entity shall have commenced wherein an unfavorable injunction, judgment, order, decree, ruling, charge or other action would (A) restrain or prevent consummation of, or change, any of the Contemplated Transactions or question the validity or legality of the Contemplated Transactions, (B) cause any of the Contemplated Transactions to be rescinded following consummation, (C) affect adversely the right of Purchaser to own Purchased Shares or, where applicable, the Conversion Shares or (D) affect materially and adversely the right of the Company or any of its Subsidiaries to own its assets and to operate its businesses (and no such injunction, judgment, order, decree, ruling, or charge shall be in effect);

(v)No Material Adverse Effect.  Since the date of this Agreement, there shall not have occurred any effect, event, condition, fact, development or change that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect;

(vi)Purchased Shares.  (A) if the Company has closed the Concurrent Private Placement on or before the Concurrent Private Placement Date, then the Company shall deliver to the Purchaser evidence thereof reasonably satisfactory to the Purchaser and shall deliver to Purchaser a duly authorized and executed stock certificate(s) representing Company Common Shares to be acquired under Section 2(a) free and clear of all Encumbrances and (B) if the Company has not closed the Concurrent Private Placement on or before Concurrent Private Placement Date, then the Company shall deliver to the Purchaser duly authorized and executed stock certificate(s) representing 100,000 Preferred Shares free and clear of all Encumbrances (“Preferred Share Closing”);

(vii)Officer’s Certificate.  Each of the Company, Xenith, and Vespoint shall have delivered to Purchaser a certificate in form and substance reasonably satisfactory to the Purchaser, dated as of the Closing Date, signed on behalf of each of the Company, Xenith, and Vespoint by its respective duly authorized officer certifying to the effect that

(1) with respect to the Company, each of the conditions pertaining to it specified above in Section 9(a)(i) through (v) and (2) with respect to each of Xenith and Vespoint, each of the conditions pertaining to such entity specified above in Section 9(a)(i) and 9(a)(ii) is satisfied in all material respects;

(viii)The Company’s Secretary’s Certificate.  The Company shall have delivered to Purchaser a certificate in form and substance reasonably satisfactory to Purchaser ,dated as of the Closing Date, signed on behalf of Company by its Secretary (A) certifying as complete and accurate, attached copies of the articles of incorporation of Company and all amendments thereto as in full force and effect, and, in connection with a Preferred Share Closing, evidence of the due filing with the Secretary of State of the State of Nebraska of the Articles of Amendment with respect to the Closing,  and attached copies of the by-laws (or similar governing document) of the Company and all amendments thereto as in full force and effect; (B) certifying as complete and accurate, attached copies of all requisite resolutions or actions of the Board (or similar governing body) and, if applicable, shareholders approving the execution and delivery of this Agreement and the other Transaction Agreements and the consummation of the Contemplated Transactions; and (C) the incumbency and signatures of the officers of the Company executing this Agreement and the other Transaction Agreements and the certificates and other documents delivered in connection herewith;

(ix)Good Standing Certificates.  Each of the Company and its Subsidiaries shall have delivered to Purchaser a good standing certificate from the Secretary of State of the State of its formation dated as of a date no later than two Business Days prior to the Closing;

(x)Licenses; Certificate of Authority.  On the Closing Date, the Licenses and Certificates of Authority of ALSC shall be in full force and effect, without a Deficiency, and the Company shall provide such evidence thereof at the Closing as required by Purchaser;

(xi)Appointment of Company and ALSC Director. Effective as of the Closing, the Purchaser shall have received evidence reasonably satisfactory to Purchaser of the appointment of one (1) person designated by it to serve as a director of both of the Company and ALSC.

(xii)Company Director and Officer Liability Insurance Policy.  The Company shall have delivered a director and officer liability insurance policy that will be in force as of the Closing Date, with such insurer and such terms, coverages and exclusion reasonably satisfactory to Purchaser covering the Purchaser’s designee to the Board;

(xiii)Indemnification Agreement.  The Company shall have executed and delivered the Indemnification Agreement;

(xiv)Stockholders Agreement.  The Company, Xenith, Vespoint, Michael Minnich, A. Michael Salem and the other stockholders of the Company named as parties thereto shall have executed and delivered the Stockholders Agreement;

(xv)Governmental Approvals.   The Company and Purchaser shall have received all authorizations, consents and approvals of any Governmental Entities referred to in Section 4(f) of the Disclosure Schedule in order for the Parties to consummate the Contemplated Transactions, and Purchaser shall have received evidence thereof reasonably satisfactory to Purchaser;

(xvi)Articles of Amendment. In the case of a Preferred Share Closing, the Articles of Amendment shall have been duly approved and adopted pursuant to all applicable Laws, including approval and adoption by the Board, compliance with all applicable provisions of the Exchange Act and related SEC rules and regulations and compliance with all applicable Laws and regulations of the State of Nebraska; and the Articles of Amendment shall have been filed with and accepted by the Nebraska Secretary of State and the Company shall have provided evidence of compliance with all of the foregoing satisfactory to Purchaser;

(xvii)Opinion of the Company’s Counsel.  Purchaser shall have received from Jones & Keller, P.C. and Lamson Dugan & Murray LLP, counsel for the Company, opinions, dated as of the Closing, in substantially the form of Exhibit B; and

(xviii)Termination Agreement.  Purchaser shall have received a copy of an executed agreement between the Company and Xenith, terminating the loan arrangement provisions and mutual release between the parties relating to past loans and the borrowing facility which was part of that certain Loan, Convertible Preferred Stock and Convertible Senior Secured Note Purchase Agreement between the Company and Xenith dated as of May 9, 2018.

(xix)Satisfaction of Conditions.  All actions to be taken by the Company in connection with consummation of the Contemplated Transactions and all certificates, instruments and other documents required to effect the Contemplated Transactions will be reasonably satisfactory in form and substance to the Purchaser.

The Purchaser may waive any condition specified in this Section 9(a) if it executes a written instrument so stating at or prior to the Closing.

(b)Conditions to Obligation of the Company.  The obligations of the Company, Xenith and Vespoint to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction of the following conditions, unless otherwise waived:

(i)Representations and Warranties.  The representations and warranties set forth in Section 5 above which are not qualified by materiality, Material Adverse Effect or other words of similar effect shall be true and correct in all material respects at and as of the Closing Date and all representations and warranties set forth in Section 5 which are qualified by materiality, Material Adverse Effect or other words of similar effect shall be true and correct in all respects at and as of the Closing Date;

(ii)Compliance with Covenants.  Purchaser shall have performed and complied with in all material respects all covenants and obligations required to be performed by it under this Agreement on or prior to the Closing Date;

(iii)No Governmental Order or Action.  No action, suit or proceeding shall be commenced, pending or threatened against Purchaser before or by any Governmental Entity or before any arbitrator and no investigation by any Governmental Entity shall have commenced wherein an unfavorable injunction, judgment, order, decree, ruling, charge or other action would (A) restrain or prevent consummation of, or change, any of the Contemplated Transactions or question the validity or legality of the Contemplated Transactions, or (B) cause any of the Contemplated Transactions to be rescinded following consummation;

(iv)Officer’s Certificate.  Purchaser shall have delivered to the Company a certificate in form and substance reasonably satisfactory to the Company, dated as of the Closing Date, signed on behalf of the Purchaser by a duly authorized officer of Purchaser to the effect that each of the conditions specified above in Section 9(b)(i) through (iii) is satisfied in all material respects;

(v)Governmental Approvals.  Purchaser shall have received all material authorizations, consents and approvals of any Governmental Entities referred to in Section 7(b)(i) in order for the Parties to consummate the Contemplated Transactions, including, as applicable and to the extent required, receipt of either a Nebraska Disclaimer Approval or a Nebraska Form A Approval Order, and Company shall have received evidence thereof reasonably satisfactory to Company.

(vi)Stockholders Agreement.  The Purchaser shall have executed and delivered the Stockholders Agreement; and

(vii)Satisfaction of Conditions.  All actions to be taken by the Purchaser in connection with consummation of the Contemplated Transactions and all certificates, opinions, instruments and other documents required to effect the Contemplated Transactions will be reasonably satisfactory in form and substance to Company.

The Company may waive any condition specified in this Section 9(b) if the Company executes a written instrument so stating at or prior to the Closing.

SECTION 10. TERMINATION.

(a)Termination of Agreement.  This Agreement may be terminated at any time prior to the Closing upon written notice (other than in the case of Section 10(a)(i)) from the terminating party to the non‑terminating party, specifying the subsection of this Section pursuant to which such termination is effected, as provided below:

(i)Purchaser and the Company may terminate this Agreement by mutual written consent at any time prior to the Closing and such termination will be binding on all Parties;

(ii)Purchaser or the Company may terminate this Agreement by giving written notice to the other at any time prior to the Closing, and such termination will be binding on all Parties, in the event that the Closing shall not have occurred on or before the End Date, unless the failure of the Closing to occur results from the failure of the Party seeking

to terminate this Agreement to materially perform each of its obligations under this Agreement required to be performed by it on or prior to the Closing Date. For purposes of the foregoing, “End Date” shall mean thirty (30) days after the date hereof;

(iii)Purchaser may terminate this Agreement by giving written notice to the Company at any time prior to the Closing in the event that any Party other than Purchaser has breached its or his representations, warranties, covenants or obligations contained in this Agreement, which breach would result in the failure to satisfy any condition set forth in Section 9(a), and in any such case such breach shall be incapable of being cured by the End Date or, if capable of being cured, shall not have been cured within thirty (30) days after written notice thereof shall have been received by the Party alleged to be in breach; provided that the Purchaser shall not have taken any action that would cause it to be in material violation of any of its representations, warranties or covenants set forth in this Agreement;

(iv)The Company may terminate this Agreement by giving written notice to the Purchaser at any time prior to the Closing in the event that any Party other than the Company has breached its or his representations, warranties, covenants or obligations contained in this Agreement, which breach would result in the failure to satisfy any condition set forth in Section 9(b), and in any such case such breach shall be incapable of being cured by the End Date or, if capable of being cured, shall not have been cured within thirty (30) days after written notice thereof shall have been received by the Party alleged to be in breach; provided that the Company shall not have taken any action that would cause it to be in material violation of any of its representations, warranties or covenants set forth in this Agreement;

(v)Purchaser or the Company may terminate this Agreement by giving written notice to the other Party, in the event of the issuance of a final, non-appealable and binding Governmental Order, the enactment of any statute or the promulgation of any rule or regulation by any Governmental Entity having jurisdiction over Purchaser, the Company or ALSC, in each case, which has the effect of preventing, prohibiting or making illegal the consummation of the Contemplated Transactions; provided, however, that the Party seeking to terminate this Agreement pursuant to this Section 10(a)(iv) shall have complied in all material respects with its obligations hereunder to prevent the enactment, issuance, enforcement or entry of such injunction, order, decree or ruling;

(vi)By Purchaser if, since the date of this Agreement, there shall have occurred any effect, event, condition, fact, development or change that, individually or in the aggregate, has had, or would reasonably be expected to have, a Material Adverse Effect with respect to the Company or ALSC.

(b)Expense Reimbursement Fee.  Notwithstanding any provision in this Agreement to the contrary, if Purchaser terminates this Agreement pursuant to Section 10(a)(iii), the Company shall pay to Purchaser an amount equal to the reasonable out-of-pocket expenses (including the reasonable fees and expenses of Purchaser’s legal counsel, accountants and other advisors and whether incurred prior to or after the date hereof) incurred by or on behalf of Purchaser in connection with the Contemplated Transactions up to an amount not to exceed $400,000.00 (the

“Expense Reimbursement Fee”) in cash, such payment to be made within five (5) Business Days after termination of this Agreement by Purchaser.

(c)Effect of Termination.  If any Party terminates this Agreement pursuant to Section 10(a) , all rights and obligations of the Parties hereunder shall terminate without any Liability of any Party to any other Party (except for any Liability of any Party then in breach and with respect to the Expense Reimbursement Fee); provided, however, that Section 11 shall survive termination.

SECTION 11. MISCELLANEOUS.

(a)Survival; Indemnification.  The representations, warranties and covenants of the Parties contained in or made pursuant to this Agreement will survive the execution and delivery of this Agreement.

(i)Subject to the provisions of this Section 11(a),  the Company will indemnify, defend and hold Purchaser and its directors, officers, shareholders, members, partners, employees and agents (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title), each Person who controls Purchaser (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding a lack of such title or any other title) of such controlling Persons (each, a “Purchaser Party” and collectively, the “Purchaser Parties”) harmless from any and all losses, Liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Purchaser Party may suffer or incur as a result of or relating to (i) any breach of any of the representations, warranties, covenants or agreements made by the Company in this Agreement or any other Transaction Agreement,  (ii) any action instituted against the Purchaser Parties in any capacity, or any of them or their respective Affiliates, by any shareholder of Company with respect to any of the Contemplated Transactions (unless such action is based solely upon (a) a breach of such Purchaser’s representations, warranties or covenants under this Agreement; (b) any violations by such Purchaser Party of state or federal securities Laws or (c) any conduct by such Purchaser Party which constitutes fraud, gross negligence or willful misconduct in each case finally determined in a final, non-appealable judgment of a court of competent jurisdiction).  If any action shall be brought against any Purchaser Party in respect of which indemnity may be sought pursuant to this Agreement, such Purchaser Party shall promptly notify the Company in writing, and the Company shall assume the defense thereof with counsel of its own choosing reasonably acceptable to the Purchaser Party.  If (1) such action is reasonably likely to result in injunctions or other equitable remedies in respect of the Purchaser Party, (2) the named parties to any such action (including any impleaded parties) include both the Company and the Purchaser Party, and the Purchaser Party has been advised by legal counsel that there is a conflict of interest between the Company and the Purchaser Party in the conduct of the defense of such action, (3) such action is reasonably likely to result in criminal proceedings, injunctions, or other equitable remedies, or (4) upon petition by the Purchaser Party, if an appropriate court rules that the Company failed or is failing to vigorously prosecute or

defend such action, the Purchaser Party may assume the defense of such action.  If the Company assumes the defense of such action, the assertion of such right will constitute an acknowledgement by the Company that the action represents a claim for which the Company is responsible under this Section 11(a)(i).  The Purchaser Party and the Company will cooperate in the defense of such action.  Any Purchaser Party shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Purchaser Party except to the extent that (v) the employment thereof has been specifically authorized by the Company in writing, (w) the Company has failed after a reasonable period of time to assume such defense and to employ counsel or (x) in such action there is, in the reasonable opinion of counsel, a material conflict on any material issue between the position of Company and the position of such Purchaser Party, in which case the Company shall be responsible for the reasonable fees and expenses of no more than one such separate counsel.  The Company will not be liable to any Purchaser Party under this Agreement (y) for any settlement by a Purchaser Party effected without the Company’s prior written consent, which shall not be unreasonably withheld or delayed; or (z) to the extent, but only to the extent that a loss, claim, damage or Liability is attributable to any Purchaser Party’s breach of any of the representations, warranties, covenants or agreements made by such Purchaser Party in this Agreement or in any other Transaction Agreement in each case finally determined in a final, non-appealable judgment of a court of competent jurisdiction.  The Company shall not settle such action or claim or agree to an agreed upon judgment with respect to such action or claim without the prior written consent of the applicable Purchaser Party.  The indemnity agreements contained herein shall be in addition to any cause of action or similar right of any Purchaser Party against the Company or others and any Liabilities the Company may be subject to pursuant to Law.

(b)Press Releases and Public Announcement.  The Parties agree that no public release or announcement concerning this Agreement shall be issued by any Party without the prior consent of the other Parties (which consent shall not be unreasonably delayed or withheld), except as such release or announcement may be required by applicable Law or the rules or regulations of the SEC or any United States securities exchange, in which case the Party required to make the SEC filing, release or announcement shall allow the other Parties reasonable time to comment on and approve such SEC filing, release or announcement in advance of such issuance.

(c)No Third Party Beneficiaries.  Except with respect to the rights of the Purchaser Parties set forth in Section 11(a), this Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

(d)Entire Agreement; Release.  This Agreement (including the documents referred to herein) constitutes the entire agreement among the Parties and supersede any prior understandings, agreements or representations by or among the Parties, written or oral, to the extent they related in any way to the subject matter hereof.

(e)Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.  No Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Parties; provided, however, that Purchaser may assign this Agreement to any Affiliate.  Purchaser

may freely assign its Purchased Shares or transfer the Conversion Shares, where applicable, provided that (i) Purchaser notifies the Company of such assignment, (ii) such assignment is subject to applicable securities Laws and to the applicable assignment provisions under any then current agreements between the Company and the Purchaser, and (iii) each assignee will have the rights and preferences that this Agreement and the Purchased Shares or Conversion Shares, where applicable, afford to the assignor as a holder thereof.

(f)Counterparts.  This Agreement may be executed in one or more counterparts, delivered by email or other electronic transmission, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

(g)Headings; Construction.  The Section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.  All references to “Section(s),” “Schedule(s)” and “Exhibit(s)” refer to the corresponding Section(s), Schedule(s) and Exhibit(s) of this Agreement, which are incorporated herein by reference.  Unless otherwise expressly provided, the word “including” does not limit the preceding words or terms and shall be deemed to be followed by the phrase “without limitation.”

(h)Notices.  All notices, requests, demands, claims and other communications hereunder will be in writing.  Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then three Business Days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

Any Party may send any notice, request, demand, claim or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, telecopy, ordinary mail or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient.  Any Party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.

(i)Governing Law.  This Agreement shall be governed by and construed in accordance with the domestic Laws of the State of Delaware without giving effect to any choice or conflict of Law provision or rule that would cause the application of the Laws of any jurisdiction other than the State of Delaware.  Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

(j)Amendments and Waivers.  No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by the Parties.  No waiver by any Party of any default, misrepresentation or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

(k)Severability.  Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

(l)Expenses; Attorney’s Fees.  Except as otherwise expressly specified in this Agreement, whether or not the Contemplated Transactions are consummated, each Party shall pay its own fees and expenses incident to preparing for, entering into and carrying out this Agreement and the consummation of the Contemplated Transactions.  If any action at Law or in equity

(including, arbitration) is necessary to enforce or interpret the terms of any of the Transaction Agreements, the prevailing party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.

(m)No Commitment for Additional Financing.  The Company acknowledges and agrees that the Purchaser has not made any representation, undertaking, commitment or agreement to provide or assist the Company in obtaining any financing, investment or other assistance, other than the purchase of the Purchased Shares as explicitly set forth in this Agreement and the other Transaction Agreements and subject to the conditions set forth herein and therein. In addition, the Company acknowledges and agrees that (i) no statements, whether written or oral, made by any Purchaser or its Representatives on or after the date of this Agreement shall create an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment, (ii) the Company shall not rely on any such statement by any Purchaser or its Representatives, and (iii) an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment may only be created by a written agreement, signed by such Purchaser and the Company, setting forth the terms and conditions of such financing or investment and stating that the Parties intend for such writing to be a binding obligation or agreement. The Purchaser shall have the right, in its sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Company, and except as explicitly set for in any Transaction Agreement, shall have no obligation to assist or cooperate with the Company in obtaining any financing, investment or other assistance.

(n)Construction.  The Parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.  Any reference to any federal, state, local, or foreign statute or Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.  The word “including” shall mean including, without limitation.

(o)Incorporation of Exhibits and Disclosure Schedules.  The Exhibits and Disclosure Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first above written.

For and in consideration of $10 and other good and valuable consideration the receipt of which is hereby acknowledged by the undersigned, the undersigned hereby unconditionally and irrevocably guarantees the payment of the Purchase Amount pursuant to Section 3(b) hereof and the full and prompt performance of each and every obligation, undertaking, liability, promise, warranty and covenant of the Purchaser under the Transaction Agreements, subject to the terms and conditions of the Agreement.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement (this “Agreement”) is made and entered into as of April 24, 2020, by and between Midwest Holding Inc., a Nebraska corporation (the “Company”), and Douglas K. Bratton (“Indemnitee”).

WHEREAS, highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation;

WHEREAS, the Board of Directors (the “Board”) of the Company has determined that, in order to attract and retain qualified individuals, the Company will maintain on an ongoing basis, at its sole expense, liability insurance to protect certain persons serving the Company and its subsidiaries from certain liabilities;

WHEREAS, directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself;

WHEREAS, the Amended and Restated Articles of Incorporation of the Company (as may be amended or restated from time to time, including in connection with a redomestication to another state, the “Articles of Incorporation”) and the Amended and Restated Bylaws of the Company (as may be amended, or restated from time to time, including in connection with a redomestication to another state the “Bylaws”) require indemnification of the officers and directors of the Company to the full extent permissible under applicable law. Indemnitee may also be entitled to indemnification pursuant to the business corporation act of its state of incorporation (the “Act”). The Articles of Incorporation, Bylaws and the Act expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers, and other persons with respect to indemnification;

WHEREAS, the uncertainties relating to insurance and to indemnification have increased the difficulty of attracting and retaining persons to serve as officers and directors of United States-based companies;

WHEREAS, the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company and its stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;

WHEREAS, it is reasonable, prudent, and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified;

WHEREAS, this Agreement is a supplement to and in furtherance of the Articles of Incorporation and Bylaws and any resolutions adopted by the Board, and will not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and

WHEREAS, Indemnitee does not regard the protection available under the Articles of Incorporation, the Bylaws and insurance as adequate in the present circumstances; may not be willing to serve as an officer or director without adequate protection; and the Company desires Indemnitee to serve

in such capacity. Indemnitee is willing to serve, continue to serve, and to take on additional service for or on behalf of the Company on the condition that he or she be so indemnified.

NOW, THEREFORE, in consideration of the foregoing and of Indemnitee’s agreement to serve as an officer or director or both after the date of this Agreement, the parties to this Agreement agree as follows:

1.  Indemnification of Indemnitee. The Company hereby agrees to defend, hold harmless, and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a)  Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section 1(a) if, by reason of his or her Corporate Status (as defined below), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as defined below) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a), the Company shall indemnify, defend, and hold Indemnitee harmless to the fullest extent permitted by applicable law, as such may be amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), against all (i) Expenses (as defined below), (ii) damages, losses, liabilities, judgments, penalties, fines  (in each case whether civil, criminal, administrative or other including, but not limited to, excise and similar taxes), and amounts paid or payable in settlement including any interest and assessments and all other charges paid or payable in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness or participate in any Proceeding (collectively, “Losses”), actually and reasonably incurred by him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue, or matter in any such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnitee did not act in good faith and in a manner which the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal Proceeding, had reasonable cause to believe that the Indemnitee’s conduct was unlawful.

(b)  Proceedings by or in the Right of the Company. Indemnitee will be entitled to the rights of indemnification provided in this Section 1(b) if, by reason of his or her Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified to the fullest extent permitted by law, as such may be amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment) against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company; provided, however, that if applicable law so provides, no indemnification against such Expenses will be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee has been finally adjudged to be liable to the Company by a court of competent jurisdiction from which there is no further right of appeal unless and to the extent that the court in which such action or suit was brought determines that such indemnification may be made.

(c)  Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his

or her Corporate Status, a party to and is wholly successful, on the merits or otherwise, in any Proceeding, he or she will be indemnified by the Company to the fullest extent permitted by law, as such may be amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues, or matters in such Proceeding, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue, or matter. For purposes of this Section 1(c) and without limitation, the termination of any claim, issue, or matter in such a Proceeding by dismissal, with or without prejudice, will be deemed to be a successful result as to such claim, issue, or matter.

2.  Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify, defend, and hold harmless Indemnitee to the fullest extent permitted by law, as such may be amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment) against all Expenses and Losses actually and reasonably incurred by him or her or on his or her behalf if, by reason of his or her Corporate Status, he or she is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the sole, contributory, comparative or other negligence, or active or passive wrongdoing of Indemnitee. Except as provided in this Section 2 or in Section 9, the only limitation that will exist upon the Company’s obligations pursuant to this Agreement will be that the Company will not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7) to be prohibited by applicable law.

3.  Contribution.

(a)  Regardless of whether the indemnification provided in Sections 1 and 2 is available, in respect of any threatened, pending, or completed Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company shall not, without prior written consent of Indemnitee, enter into any settlement of any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding) unless such settlement solely involves the payment of money and includes a full, unconditional and final release of all claims that are or were asserted against Indemnitee in such Proceeding. In addition, the Company will not, without prior written consent of Indemnitee, seek or agree to a bar order that extinguishes Indemnitee’s rights to indemnification or advancement of Expenses, whether under this Agreement or otherwise.

(b)  Without diminishing or impairing the obligations of the Company set forth in Section 3(a), if, for any reason, Indemnitee elects or is required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company will contribute to the amount of Expenses and Losses actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received from the transaction that gave rise to such Proceeding by (i) the Company and all officers, directors, or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand; and (ii) Indemnitee, on the other hand; provided, however, that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to

law, be further adjusted by reference to the relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Expenses and Losses, as well as any other equitable considerations that applicable law may require to be considered. The relative fault of the Company and all officers, directors, or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, will be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct is active or passive.

(c)  The Company hereby agrees to fully indemnify, defend, and hold harmless Indemnitee from any claims of contribution that may be brought by officers, directors, or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(d)  To the fullest extent permitted by law, as such may be amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for Losses (including amounts paid or to be paid in settlement) or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) or transaction(s) giving cause to such Proceeding; and (ii) the relative fault of the Company (and its directors, officers, employees, and agents, other than Indemnitee) and Indemnitee in connection with such event(s) or transaction(s).

4.  Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness or otherwise involved in any Proceeding to which Indemnitee is not a party, the Company shall indemnify, defend, and hold harmless the Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

5.  Advancement of Expenses. To the fullest extent permitted by law, as such may be amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader advancement rights than permitted prior to such amendment), the Company shall advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within 10 days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it is ultimately determined that Indemnitee is not entitled to be indemnified against such Expenses within 30 days of a final determination. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest-free and any advances shall be made without regard to Indemnitee’s ability to repay the Expenses. Indemnitee will qualify for and be entitled to receive such advances solely upon execution and delivery to the Company of the statement or statements and the undertaking referred to in this Section 5.

6.  Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee rights of indemnification that are as favorable as may be permitted under the Act and public policy of applicable state laws.  Accordingly, the parties agree

that the following procedures and presumptions will apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a)  To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification, provided that documentation and information need not be so provided by Indemnitee to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege between Indemnitee and his or her counsel. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure by Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests of the Company. Any Expenses incurred by, or in the case of retainers, to be incurred by, the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company.

(b)  If the Company shall be obligated to pay the Expenses of any Proceeding against Indemnitee, the Company shall be entitled to assume and control the defense of such Proceeding (with counsel consented to by Indemnitee, which consent shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, consent to such counsel by Indemnitee and the retention of such counsel by the Company, the Company shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding; provided, however, that if (i) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee or counsel selected by the Company shall have concluded that there may be a conflict of interest between the Company and Indemnitee or among Indemnitees jointly represented in the conduct of any such defense; or (iii) the Company shall not, in fact, have employed counsel, to which Indemnitee has consented as aforesaid, to assume the defense of such Proceeding, then the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. Notwithstanding the foregoing, Indemnitee shall have the right to employ counsel in any such Proceeding at Indemnitee’s expense.

(c)  The Company shall be entitled to participate in the Proceeding at its own expense. The Company shall not, without prior written consent of Indemnitee, effect any settlement of a claim against Indemnitee in any threatened or pending Proceeding unless such settlement solely involves the payment of money by any Person (as defined below) other than Indemnitee and includes a full, unconditional and final release of all claims that are or were asserted against Indemnitee in such Proceeding and involves no equitable relief or conduct restrictions imposed on Indemnitee. In addition, the Company shall not, without prior written consent of Indemnitee, seek or agree to a bar order that extinguishes Indemnitee’s rights to indemnification or advancement of Expenses, whether under this Agreement or otherwise.

(d)  Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a), a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification shall be made in the specific case: (i) if a Change in Control (as defined below) shall have occurred, (A) if the Indemnitee so requests in writing, by a majority vote of the Disinterested Directors (as defined below), even if less than a quorum of the Board or (B) otherwise by Independent Counsel (as defined below) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board,  (C) if there are no such Disinterested Directors or, if such Disinterested Directors

so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) if so requested by the Board and agreed to by the Indemnitee, by the stockholders of the Company.

(e)  In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(d), the Independent Counsel shall be selected as provided in this Section 6(e). If a Change in Control has not occurred, the Independent Counsel shall be selected by the Board, and the Company will give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control has occurred, the Independent Counsel shall be selected by Indemnitee (unless Indemnitee requests that such selection be made by the Board, in which event the preceding sentence will apply), and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within 10 days after such written notice of such selection has been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the Person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel and to fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant to this Agreement.

(f)  In making a determination with respect to entitlement to indemnification under this Agreement, the Person making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption will have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including the Board, Independent Counsel or the stockholders of the Company) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth in the Act, nor an actual determination by the Company (including the Board, Independent Counsel or the stockholders of the Company) that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(g)  Indemnitee shall be deemed to have acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company if Indemnitee’s action is based on the records or books of account of the Enterprise (as defined below), including financial statements, or on information supplied to Indemnitee by directors, officers, employees or agents of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected by the Enterprise. In addition, the knowledge or actions, or failure to act, of any director, officer, agent, or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Regardless of whether the foregoing provisions of this Section 6(g) are satisfied, it shall in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(h)  If the Person empowered or selected under Section 6(d) to determine whether Indemnitee is entitled to indemnification has not made a determination within 60 days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee will be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification or (ii) a prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a reasonable time, not to exceed an additional 30 days, if (A) the determination is to be made by Independent Counsel and the Company objects to Indemnitee’s selection of Independent Counsel and (B) the Independent Counsel ultimately selected requires such additional time for the obtaining or evaluating of documentation or information relating thereto; provided further, however, that such 60-day period may also be extended for a reasonable time, not to exceed an additional 30 days, if the determination of entitlement to indemnification is to be made by the stockholders of the Company.

(i)  Indemnitee shall cooperate with the Person making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such Person upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board, or stockholder of the Company will act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any Expenses actually and reasonably incurred by Indemnitee in so cooperating with the Person making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies, defends, and agrees to hold Indemnitee harmless from any such costs and Expenses. If it is determined that Indemnitee is entitled to indemnification requested by Indemnitee in a written application submitted to the Company pursuant to Section 6, payment to Indemnitee shall be made within 60 days after the written request for indemnification submitted by Indemnitee.

(j)  The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption, or uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such Proceeding with or without payment of money or other consideration), it shall be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.

(k)  The termination of any Proceeding or of any claim, issue, or matter therein, by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

7.  Remedies of Indemnitee.

(a)  In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(d) of this Agreement within 30 days after receipt by the Company of the request for indemnification, or (iv) payment of indemnification is not made pursuant to

this Agreement within 60 days after receipt by the Company of a written request therefor, Indemnitee may at any time thereafter bring suit against the Company to enforce Indemnitee’s claim to such indemnification or payment. The Company will not oppose Indemnitee’s right to bring such suit.

(b)  In the event that a determination has been made pursuant to Section 6(d) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as a de novo trial on the merits, and Indemnitee will not be prejudiced by reason of the adverse determination under Section 6(d).

(c)  If a determination has been made pursuant to Section 6(d) of this Agreement that Indemnitee is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d)  The Company shall indemnify, defend, and hold harmless Indemnitee against any and all Expenses and, if requested by Indemnitee, will (within 30 days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, that are actually and reasonably incurred by Indemnitee in connection with any action brought by Indemnitee (i) for indemnification or advancement of Expenses from the Company under this Agreement, (ii) to recover damages for breach of this Agreement or (iii) related to any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery, as the case may be.

(e)  The Company shall be precluded from asserting in any proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding, and enforceable and will stipulate in any court of competent jurisdiction that the Company is bound by all the provisions of this Agreement.

(f)  Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be required to be made prior to the final disposition of the Proceeding.

8.  Non-Exclusivity; Survival of Rights; Insurance; Subrogation.

(a)  The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Articles of Incorporation, the Bylaws, any agreement, a vote of stockholders, a resolution of directors, or otherwise. No amendment, alteration, or repeal of this Agreement or of any provision of this Agreement shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration, or repeal. The Company will not adopt any amendment to either the Articles of Incorporation or the Bylaws, the effect of which would be to diminish Indemnitee’s right to indemnification under this Agreement.  To the extent that a change in the Act, whether by statute or judicial decision, permits greater indemnification than would be afforded at the time of such change under the Articles of Incorporation, the Bylaws, or this Agreement, it is the intent of the parties to this Agreement that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy conferred by this Agreement is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given under this Agreement or now or hereafter existing at law or in equity

or otherwise. The assertion or employment of any right or remedy under this Agreement, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.

(b)  The Company hereby covenants and agrees that, so long as Indemnitee serves in a Corporate Status and thereafter so long as Indemnitee may be subject to any possible Proceeding by reason of the fact that Indemnitee served in a Corporate Status, the Company shall maintain in full force and effect liability insurance to protect Indemnitee from personal liabilities incurred by reason of the fact that Indemnitee is or was serving in such capacity (“Liability Insurance”) in reasonable amounts from established and reputable insurers.  Upon request, the Company will provide to Indemnitee copies of all Liability Insurance applications, binders, policies, declarations and endorsements. 

(c)  In all applicable policies of Liability Insurance, Indemnitee shall be named as an insured, to the extent practicable, and will be covered by such policies in accordance with their terms to the maximum extent of the coverage available for any director, officer, employee, or agent or fiduciary under such policy or policies.

(d)  Following the receipt of a notice of a claim pursuant to the terms of this Agreement, the Company shall give prompt notice of the commencement of such Proceeding to its insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(e)  Except as set forth in Section 8(f) below, in the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action reasonably necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(f)  The Company hereby acknowledges that Indemnitee may have rights to indemnification or advancement of Expenses or insurance provided by one or more Persons with whom or which the Indemnitee may be associated (collectively, the “Third Party Indemnitors”). The Company hereby agrees that (i) it is the indemnitor of first resort and that the obligations of the Company to Indemnitee are primary and any obligation of the Third Party Indemnitors to provide indemnification or advancement of Expenses incurred by Indemnitee are secondary, (ii) the Indemnitee’s right to indemnification under this Agreement, the Articles of Incorporation and Bylaws, including the right to advancement of Expenses, indemnification, and contribution, shall not be diminished, modified, qualified, or otherwise affected by any right of Indemnitee against any Third Party Indemnitor, and (iii) it irrevocably waives, relinquishes, and releases the Third Party Indemnitors from any and all claims against the Third Party Indemnitors for contribution, subrogation, or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Third Party Indemnitors on behalf of the Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Third Party Indemnitors shall have the right of contribution and be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Third Party Indemnitors are third party beneficiaries of the terms of this Section 8(f).

9.  Exception to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification in connection with:

(a)  any claim made against Indemnitee for which payment has actually been made to or on behalf of Indemnitee under any insurance policy held by the Company or other indemnity provision,

except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; provided, however, that the foregoing shall not affect the rights of Indemnitee or the Third Party Indemnitors set forth in Section 8(f) above;

(b)  any claim made against Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (as defined below) or similar provisions of state law; or

(c)  except as otherwise provided in Section 7, any Proceeding (or any part of any Proceeding) initiated by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors, officers, employees, or other indemnitees, unless (i) the Board authorized the Proceeding (or such part of any Proceeding) prior to its initiation, (ii) such indemnification is expressly required to be made by applicable law, (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law or (iv) in connection with a Proceeding to enforce the Indemnitee’s rights under this Agreement.

10.  Duration of Agreement. All agreements and obligations of the Company contained in this Agreement shall continue during the period Indemnitee is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another Person) and shall continue thereafter so long as Indemnitee is, or may be made, the subject to any Proceeding (or any proceeding commenced under Section 7) by reason of his or her Corporate Status, regardless of whether he or she is acting or serving in any such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties and their respective successors (including any direct or indirect successor by purchase, merger, consolidation, reorganization, or otherwise to all or a majority of the business, assets or income or revenue generating capacity of the Company), assigns, spouses, heirs, executors, and personal and legal representatives.

11.  Successors and Binding Agreement. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization, or otherwise) to all or a majority of the business, assets, or income or revenue generating capacity of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company by operation of law or otherwise.

12.  Enforcement.

(a)  The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it by this Agreement in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company.

(b)  Subject to Section 8(a), this Agreement constitutes the entire agreement between the parties hereto with respect to the matter hereof and supersedes all prior written and oral, and contemporaneous oral, agreements, negotiations, and understandings, express or implied, between the parties with respect to the subject matter hereof. This Section 12(b) shall not be construed to limit any other rights Indemnitee may have under the Articles of Incorporation, the Bylaws, applicable law or otherwise.

13.  Period of Limitations. No legal action may be brought and no cause of action may be asserted by or in the right of the Company against Indemnitee, Indemnitee’s estate, spouse, heirs, executors,

or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released, unless asserted by the timely filing of a legal action within such two year period; provided, however, that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period will govern.

14.  Definitions. For purposes of this Agreement:

(a)  “Change in Control” shall be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i)  any Acquiring Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities;

(ii)  during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in paragraphs (i), (iii) or (iv) of this definition) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

(iii)  the effective date of a merger or consolidation of the Company with any other Person, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving Person outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving Person;

(iv)  the approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or a majority of the Company’s assets or income or revenue-generating capacity; or

(v)  there occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement.

For purposes of the foregoing, the following terms shall have the following meanings:

(A)  “Acquiring Person” shall mean a “person” or “group” within the meaning of Sections 13(d) and 14(d) of the Exchange Act; provided, however, that Acquiring Person will exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any

Person owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(B)  “Beneficial Owner” shall have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided, however, that Beneficial Owner will exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another Person.

(b)  “Corporate Status” describes the status of a person who is or was a director, officer, manager, partner, trustee, employee, agent, or fiduciary of the Enterprise that such person is or was serving at the express request of the Company and includes, without limitation, the status of such person as an advisor to the Enterprise prior to the commencement of service in any other Corporate Status.

(c)  “Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d)  “Enterprise” means the Company and any other Person that Indemnitee is or was serving at the express request of the Company.

(e)  “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(f)  “Expenses” include all reasonable attorneys’ fees, accountants’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payment under this Agreement (including taxes that may be imposed upon the actual or deemed receipt of payments under this Agreement with respect to the imposition of federal, state, local or foreign taxes), and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, including reasonable compensation for time spent by Indemnitee in connection with the prosecution, defense, preparation to prosecute or defend, investigation, participation, preparation or involvement as a witness, or appeal of a Proceeding or action for indemnification for which Indemnitee is not otherwise compensated by the Company or any third party. “Expenses” also include expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. “Expenses,” however, do not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(g)  “Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification under this Agreement. Notwithstanding the foregoing, the term “Independent Counsel” will not include any Person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(h)  “Person” means any individual, corporation, partnership, limited liability company, trust, benefit plan, governmental or quasi-governmental agency, and any other entity, public or private.

(i)  “Proceeding” includes any threatened, pending, or completed action, claim, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative, or investigative, in which Indemnitee was, is or will be involved as a party, witness or otherwise, by reason of the fact that Indemnitee is or was acting in his or her Corporate Status, by reason of any action taken by him or her or of any inaction on his or her part while acting in his or her Corporate Status; in each case whether or not he or she is acting or serving in any such capacity at the time any Loss or Expense is incurred for which indemnification can be provided under this Agreement; including any Proceeding pending on or before the date of this Agreement, but excluding any Proceeding initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his or her rights under this Agreement.

15.  Severability. The invalidity or unenforceability of any provision of this Agreement shall in no way affect the validity or enforceability of any other provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable law. In the event any provision of this Agreement conflicts with any applicable law, such provision will be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

16.  Modification and Waiver. No supplement, modification, termination, or amendment of this Agreement shall be binding unless executed in writing by each of the parties. No waiver of any of the provisions of this Agreement shall be deemed or will constitute a waiver of any other provisions of this Agreement (whether or not similar) nor shall such waiver constitute a continuing waiver. This Agreement cannot be modified or amended, or any provision of this Agreement waived, by course of conduct.

17.  Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter that may be subject to indemnification covered under this Agreement. The failure to so notify the Company shall not relieve the Company of any obligation that it may have to Indemnitee under this Agreement unless and only to the extent that such failure or delay materially prejudices the Company.

18.  Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications will be sent:

(i)  To Indemnitee at the address on file with the Company.

(ii)  To the Company at:

Midwest Holding Inc.

2900 South 70th Street, Suite 400

Lincoln, Nebraska 68506

Attention: Corporate Secretary

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

19.  Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature or other electronic means and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

20.  Rules of Construction.

(a)  The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction of this Agreement.

(b)  Time is of the essence with respect to this Agreement.

(c)  Unless the context otherwise requires, references to “Sections” is to Sections of this Agreement.

(d)  This Agreement shall be liberally construed in favor of Indemnitee.

(e)  Use of the word “or” shall not be exclusive.

(f)  Use of defined terms in the singular shall include the plural, and vice versa.

21.  Governing Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the Federal laws of the United States of America and the laws of the State of incorporation of the Company, without regard to its conflict of laws rules or any other principle that could result in the application of the laws of any other jurisdiction. The Company and Indemnitee hereby irrevocably and unconditionally (a) agree that any action or proceeding arising out of or in connection with this Agreement will be brought only in the state courts of the State of incorporation of the Company and not in any other state or Federal court in the United States of America or any court in any other country, (b) consent to submit to the exclusive jurisdiction of the State of incorporation of the Company for purposes of any action or proceeding arising out of or in connection with this Agreement, (c) waive any objection to the laying of venue of any such action or proceeding in the state courts of the State of incorporation of the Company, and (e) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the state courts of the State of incorporation of the Company has been brought in an improper or inconvenient forum.

22.  Section 409A. This Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance promulgated thereunder to the extent applicable (collectively “Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Solely to the extent that any otherwise

required payment under this Agreement would not be exempt from Section 409A (any such payment, a “Non-Exempt Payment”), such Non-Exempt Payment shall comply with the following conditions: (a) the amount of the Non-Exempt Payment payable to Indemnitee in one calendar year shall not affect the amount of expenses eligible for payment or reimbursement in any other calendar year, whether pursuant to this Agreement or any other agreement between the Indemnitee and the Company; (b) the Non-Exempt Payment shall be made to Indemnitee no later than the last day of the calendar year following the calendar year in which Indemnitee incurs or is deemed to have incurred the costs or Expenses giving rise to Indemnitee’s right to the Non-Exempt Payment; and (c) Indemnitee’s right to the Non-Exempt Payment shall not be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, in the event of a bona fide dispute regarding Indemnitee’s entitlement to the Non-Exempt Payment, payment of the Non-Exempt Payment may be delayed to a later date to the extent permitted by the Treasury Regulations under Section 409A.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.

Exhibit 10.3

STOCKHOLDERS AGREEMENT

THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of April 24, 2020 between and among MIDWEST HOLDING INC., a Nebraska corporation (the “Company”), CRESTLINE ASSURANCE HOLDINGS LLC, a Delaware limited liability company  (“Crestline”),  XENITH HOLDINGS LLC, a Delaware limited liability company (“Xenith”), VESPOINT LLC, a Delaware limited liability company (“Vespoint”), MICHAEL MINNICH, an individual (“Minnich”) and A. MICHAEL SALEM, an individual (“Salem”) or any permitted transferees and other stockholders of the Company who become parties hereto. The foregoing entities and persons are referred to collectively herein as the “Parties” and each is a “Party.” Xenith, Vespoint, Michael Minnich and A. Michael Salem, and stockholders who execute a joinder agreement to be bound by this Agreement after the date hereof, are sometimes referred to below as the “Stockholders.”

W I T N E S E T H:

WHEREAS, the Company and Crestline intend to enter into an agreement in connection with the sale of equity securities by the Company to Crestline; and

WHEREAS, the Parties wish to memorialize certain corporate governance and other agreements among them.

NOW, THEREFORE, in consideration of the premises and the mutual promises herein made, other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows.

1.Representations and Warranties.  Each of the Parties hereby represents and warrants to each other Party to this Agreement that as of the date hereof this Agreement:

1.1Organization and Qualification.  Such Party is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization or is a natural person over the age of 21.

1.2Authority and Enforceability.  Such Party has full corporate, limited liability company, limited partnership or individual (as applicable) power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by such Party of this Agreement and the consummation by such Party of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, limited liability company, limited partnership or individual action.  This Agreement has been duly executed and delivered by such Party and, assuming due execution and delivery by each of the other Parties hereto and thereto, this Agreement constitutes the legal, valid and binding obligations of such Party, enforceable against such Party in accordance with its terms.

1.3Absence of Conflicts.  The execution and delivery by such Party of this Agreement and the performance of its obligations hereunder does not and will not (a) if such Party is a legal entity, conflict with, or result in the breach of any provision of the constitutive documents of such Party; (b) result in any violation, breach, conflict, default or event of default (or an event which with notice, lapse of time, or both, would constitute a default or event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any contract, agreement or permit to which such Party is a party or by which such Party’s assets or operations are bound or affected; or (c) violate any law applicable to such Party.

1.4Consents.  Other than any consents which have already been obtained, no consent, waiver, approval, authorization, exemption, registration, license or declaration is required to be made or obtained by such Party in connection with (a) the execution, delivery or performance of this Agreement or (b) the consummation of any of the transactions contemplated herein.

2.Composition of the Company and ALSC Board.

2.1(a)Crestline Representation on Company Board.  If at any time and for so long as Crestline and its Affiliates  beneficially own at least 10% of the outstanding shares of the Company’s $0.001 par value voting common stock (“Common Stock”)  (including equity securities exercisable or convertible into Common Stock held by Crestline and its Affiliates), the Company shall, and the Stockholders shall, take all necessary action (including, without limitation, to vote, or cause to be voted, all Shares (as defined below) owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders) to (i)  elect or appoint an individual designated from time to time by Crestline (the “Crestline Designated Director”) to the Board of Directors of the Company (“Company Board”) and, subject to reasonable committee member suitability standards and applicable regulatory qualification requirements, any committee thereof, (ii) include such Crestline Designated Director in the slate of nominees recommended by the Company Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected, and (iii) if the Company Board is divided into two or more classes, the Crestline Designated Director shall be nominated to the longest serving class (e.g. Class III if the Company Board is divided into three classes); provided, however, that such individual must have had no involvement in legal proceedings that would require disclosure by the Company pursuant to Item 401(f) of Regulation S-K under the Securities Act (in which case Crestline will appoint a replacement Crestline Designated Director).   The Company shall reimburse the Crestline Designated Director for all reasonable out-of-pocket travel expenses incurred in connection with attending meetings of the Company Board or any committee thereof, if any. For purposes of this Agreement, the term “Shares” shall mean and include any securities of the Company that the holders of which are entitled to vote for members of the Company Board, including without limitation, all shares of Common Stock and any class or series of preferred stock, by whatever name called, now owned or subsequently acquired by a Stockholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise. For purposes of this Agreement, an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity (collectively, a “Person”) shall be deemed an “Affiliate” of another Person who, directly or indirectly, controls, is controlled by or is under common control with such Person,

including, without limitation, any general partner, managing member, officer, director or trustee of such Person, or any venture capital fund or registered investment company now or hereafter existing that is controlled by one or more general partners, managing members or investment advisers of, or shares the same management company or investment adviser with, such Person.

(b)Crestline Representation on ALSC Board.  If at any time and for so long as Crestline and its Affiliates beneficially own at least 10% of the Common Stock (including equity securities exercisable or convertible into Common Stock held by Crestline), the Company shall take all necessary action (including, without limitation, to vote, or cause to be voted, all voting securities of American Life and Security Corp., an insurance corporation organized under the laws of and domiciled in the State of Nebraska (“ALSC”),  owned by the Company, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of ALSC stockholders at which an election of directors is held or pursuant to any written consent of the ALSC stockholders) to (i) elect or appoint the Crestline Designated Director to the Board of Directors of ALSC (“ALSC Board”) and, subject to reasonable committee member suitability standards and applicable regulatory qualification requirements, any committee thereof and (ii) include such Crestline Designated Director in the slate of nominees recommended by the ALSC  Board for election as directors at each applicable annual or special meeting of stockholders at which directors are to be elected; provided, however, that such individual must have had no involvement in legal proceedings that would require disclosure by the Company pursuant to Item 401(f) of Regulation S-K under the Securities Act (in which case Crestline will appoint a replacement Crestline Designated Director).  The Company shall reimburse the Crestline Designated Director for all reasonable out-of-pocket travel expenses incurred in connection with attending meetings of the ALSC Board or any committee thereof, if any.

(c)Minnich; Salem.  If at any time and for so long as (i)  Crestline and its Affiliates beneficially own an aggregate of at least 10% of the outstanding shares of the Company’s Common Stock (including equity securities exercisable or convertible into Common Stock held by Crestline and its Affiliates),  (ii) with respect solely to Salem, he beneficially owns at least 3% of the outstanding shares of the Company’s Common Stock (including equity securities exercisable or convertible into Common Stock held by Salem) and is an executive officer of the Company,  and (iii) with respect solely to Minnich, he beneficially owns at least 3% of the outstanding shares of the Company’s Common Stock (including equity securities exercisable or convertible into Common Stock held by Minnich) and is an executive officer of the Company, Crestline shall take all necessary action (including, without limitation, to vote, or cause to be voted, all Common Stock owned by Crestline,  or over which Crestline has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each annual or special meeting of stockholders at which an election of directors is held or pursuant to any written consent of the stockholders) to vote for the election of Salem, if he meets the conditions in (ii) above, and for the election of Minnich if he meets the conditions in (iii) above, to the Board of Directors of the Company to serve for such terms as determined by the Board.

2.2Removal; Vacancies.  Subject to the Articles of Incorporation of the Company (as such Articles may be amended or restated in the future or replaced in connection with a redomestication in the future (the “Certificate of Incorporation”)), so long as Crestline has the right to designate a Crestline Designated Director hereunder,  (i)  Crestline shall have the exclusive right with or without cause to remove the Crestline Designated Director from the

Company Board and the ALSC Board (including any committees thereof), and the Company and the Stockholders shall take all necessary action, including, without limitation, to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary, to cause the removal of any such designee at the request of Crestline, and (ii) Crestline shall have the exclusive right to designate a  director for election to the Company Board and the ALSC Board to fill the vacancy created by reason of death, removal or resignation of its designee to the Company Board and the ALSC Board (including any committees thereof), and the Company and the Stockholders shall take all necessary action, including, without limitation, to vote, or cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary, to cause any such vacancy to be filled by Crestline as promptly as reasonably practicable. In the absence of any designation from Crestline so long as it has the right to designate a Crestline Designated Director hereunder, the director previously designated by it and then serving shall be reelected if still eligible and willing to serve as provided herein and otherwise, any such Company Board seat and ALSC Board seat shall remain vacant.

2.3Forced Resignation. Crestline shall take all necessary action to cause the Crestline Designated Director to resign promptly from the Company Board and ALSC Board if such Crestline Designated Director, as determined by the Company Board in good faith after consultation with outside legal counsel, (i) is prohibited or disqualified from serving as a director of the Company or ALSC under any rule or regulation of the U.S. Securities and Exchange Commission (“SEC”),  New York Stock Exchange (to the extent applicable to the Company),  Nasdaq Stock Market (to the extent applicable to the Company) or by applicable law or regulation, (ii) has engaged in acts or omissions constituting a breach of the Crestline Designated Director’s fiduciary duties to the Company and its stockholders, (iii) has engaged in acts or omissions that involve intentional misconduct or an intentional violation of law or (iv) has engaged in any transaction involving the Company or its subsidiaries from which the Crestline Designated Director derived an improper personal benefit that was not disclosed to the Company Board prior to the authorization of such transaction; provided, however, that Crestline shall have the right to replace such resigning Crestline Designated Director with a new Crestline Designated Director, such newly named Crestline Designated Director to be appointed promptly to the Company Board as provided in Section 2.1 in place of the resigning Crestline Designated Director in the manner set forth in the Company’s  and ALSC’s governing documents for filling vacancies on the Board. Nothing in this Section 2.3 or elsewhere in this Agreement shall confer any third-party beneficiary or other rights upon any Person designated hereunder as a Crestline Designated Director, whether during or after such person’s service on the Company Board. Minnich or Salem shall resign promptly from the Company Board if he, as determined by the Company Board in good faith after consultation with outside legal counsel, (i) is prohibited or disqualified from serving as a director of the Company under any rule or regulation of the SEC, New York Stock Exchange (to the extent applicable to the Company), Nasdaq Stock Market (to the extent applicable to the Company) or by applicable law or regulation, (ii) has engaged in acts or omissions constituting a breach of his fiduciary duties to the Company and its stockholders, (iii) has engaged in acts or omissions that involve intentional misconduct or an intentional violation of law or (iv) has engaged in any transaction involving the Company or its subsidiaries from which he derived an improper personal benefit that was not disclosed to the Board prior to the authorization of such transaction.

2.4Voting Agreement. Each of the Company and the Stockholders agrees not to take any actions that would interfere with the intention of the Parties with respect to the Crestline Designated Director as herein stated. Each Stockholder agrees to cast all votes to which such Stockholder is entitled to vote either of record or beneficially or both in respect of its Shares, whether at any annual or special meeting, by written consent or otherwise, so as to cause to be elected to the Company Board that individual designated or nominated in accordance with this Section 2.4. So long as Crestline is entitled to designate the Crestline Designated Director, the Company and the Stockholders agree not to take action to remove the Crestline Designated Director from office pursuant to the governing documents of the Company or ALSC unless such removal is for cause. For the purposes of this Agreement, “cause” means, with respect to the Crestline Designated Director, such director’s (a) gross negligence or willful misconduct in the performance of his or her material duties to the Company or ALSC; (b) conviction of a felony or other crime involving theft, fraud or embezzlement or any other crime involving moral turpitude that is materially detrimental to the business or affairs of the Company or any of its subsidiaries; (c) willful refusal, after fifteen (15) days’ written notice from the Company Board or the ALSC Board, to perform the material lawful duties or responsibilities required of him or her; (d) willful and material breach of any material corporate policy or code of conduct established by the Company or ALSC; (e) willfully engaging in conduct that materially damages the integrity, reputation or financial viability of the Company or its subsidiaries; or (f) has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetency directly affects his or her ability to serve as a director of the Company or ALSC.  Crestline shall have the right to replace such removed Crestline Designated Director with a new Crestline Designated Director, such newly-named Crestline Designated Director to be appointed promptly to the Company Board and ALSC Board as provided in Section 2.1 in place of the removed Crestline Designated Director in the manner set forth in the Company’s governing documents for filling vacancies on the Company Board and the ALSC Board.

2.5Indemnity Agreements. Simultaneously with any person becoming a Crestline Designated Director, the Company shall execute and deliver to the Crestline Designated Director an indemnity agreement dated the date such Crestline Designated Director becomes a director of the Company Board.  The Company hereby acknowledges that the Crestline Designated Director may have certain rights to indemnification, advancement of expenses and/or insurance provided by Crestline and certain of their respective Affiliates (collectively, the “Investor Indemnitors”).  The Company hereby agrees (a) that it is the indemnitor of first resort (i.e., its obligations to the Crestline Designated Director are primary and any obligation of the Investor Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Crestline Designated Director are secondary), (b) that it shall be required to advance the full amount of expenses incurred by the Crestline Designated Director and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement by or on behalf of the Crestline Designated Director to the extent legally permitted and as required by the Company’s  Certificate of Incorporation or Bylaws and ALSC’s charter and bylaws (or any agreement between the Company and the Crestline Designated Director), without regard to any rights the Crestline Designated Director may have against the Investor Indemnitors, and (c) that it irrevocably waives, relinquishes and releases the Investor Indemnitors from any and all claims against the Investor Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof.  The Company further agrees that no advancement or payment by the Investor Indemnitors on behalf of the Crestline Designated Director with respect to any claim for

which the Crestline Designated Director has sought indemnification from the Company shall affect the foregoing and the Investor Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Crestline Designated Director against the Company.  The Crestline Designated Director and the Investor Indemnitors are intended third‑party beneficiaries of this Section 2.5 and shall have the right, power and authority to enforce the provisions of this Section 2.5 as though they were a party to this Agreement.  If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board as in effect immediately before such transaction, whether such obligations are contained in the Company’s Bylaws, the Certificate of Incorporation, ALSC’s bylaws or charter or elsewhere, as the case may be.

3.Information; Access.

3.1Quarterly Financial Statements. Concurrently with the distribution of the Company’s quarterly financial statements to the audit committee of the Board for review, for so long as Crestline has the right to designate a director for nomination under this Agreement, the Company shall deliver to Crestline an unaudited balance sheet of the Company as of the last day of each of the first three (3) fiscal quarters of each fiscal year and the related unaudited consolidated statements of income, stockholders’ equity and cash flows for such fiscal quarter and for the fiscal year-to-date period then ended, including any related notes thereto, if available.

3.2Annual Financial Statements. Concurrently with the distribution of the Company’s annual financial statements to the audit committee of the Board for review, for so long as Crestline has the right to designate a director for nomination under this Agreement, the Company shall deliver to Crestline an audited balance sheet of the Company as of the end of such fiscal year and the related audited consolidated statements of income, stockholders’ equity and cash flows for such fiscal year, including any related notes thereto.

3.3Board Observer. For so long as Crestline has the right to designate a  director for nomination under this Agreement and subject to the confidentiality obligations set forth in the existing confidentiality agreement between the Company and Crestline dated on or about April 2019,  the Company shall, and shall cause its subsidiaries to, permit and invite a person designated by Crestline (the “Observer”) to attend all meetings of the Company Board, any committees of the Company Board, the ALSC Board, and any committees of the ALSC Board as an observer and the Company Board, ALSC Board or the applicable committees shall furnish to such Observer, at the same time and in the same manner as furnished to the directors of the Company Board and ALSC Board or members of such committees, notice of each such meeting, including such meeting’s time and place, and any other materials relevant to such meeting as provided to the directors of the Company Board and ALSC Board or members of the applicable committee; provided, that, the Observer shall keep all information received or observed in his or her capacity as Observer confidential to the same extent as the Observer would be obligated to do as a director of the Company Board and ALSC Board; provided, further, that each of the Company and ALSC reserves the right to exclude the Observer from access to any material or meeting or portion thereof

if the Company or ALSC believes upon advice of counsel that such exclusion is reasonably necessary to preserve the attorney-client privilege.

3.4SEC Reporting.  The Company shall (a) make and keep public information regarding the Company available, as those terms are understood and defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), and file with the SEC in a timely manner all reports and other documents required to be filed by the Company under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), at, in each case, all times from and after the date hereof and (b) furnish, unless otherwise available at no charge by access electronically to the SEC’s EDGAR filing system, to Crestline forthwith upon request such reports and documents of the Company so filed with the SEC Crestline may reasonably request.

3.5Inspection.  For so long as Crestline and its Affiliates beneficially own at least 10% of the outstanding shares of the Company’s Common Stock (including equity securities exercisable or convertible into Common Stock held by Crestline and its Affiliates), the Company shall permit, once per calendar year, Crestline at its cost and expense  to visit and inspect the Company’s and its subsidiaries’ properties; examine their books of account and records; and discuss the Company’s and its subsidiaries’ affairs, finances, and accounts with its officers, during normal business hours of the Company as may be reasonably requested by Crestline.

4.Corporate Changes.

4.1Each Party agrees to vote or cause to be voted Shares owned by it at any shareholders’ meeting called by the Company for its intended purposes to:

(a)Amend the Company’s Amended and Restated Articles of Incorporation (the “Articles”) to (i) change its authorized capital stock to twenty million (20,000,000) shares of Common Stock, two million (2,000,000) shares of nonvoting common stock, $0.001 par value, and two million (2,000,000) shares of preferred stock, $0.001 par value;  and (ii) to effect a reverse split of the Company’s existing Common Stock at a ratio of five hundred (500) shares of existing Common Stock for one (1) share of new Common Stock and the payment of cash for any fractional shares resulting from the reverse split.

(b)Reincorporate the Company from the State of Nebraska to the State of Delaware.

(c)Classify or “stagger” the Board into three classes with three (3), two (2) and two (2) members, respectively, each elected for three year terms.

(d)Increase the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient shares of Common Stock available for conversion of all securities convertible into shares of Common Stock outstanding at any given time.

4.2Following the Closing, the Company shall, subject to the terms and conditions of the 1505 Operating Agreement, use its commercially reasonable best efforts to consummate the acquisition of 1505 Capital, whether by the purchase of substantially all of the assets, merger, consolidation or acquisition of all of its outstanding equity not already owned by the Company no later than December 31, 2020, on terms and conditions acceptable to Purchaser

(“1505 Acquisition Transaction”).  The Company shall not, either directly or indirectly by amendment, merger, consolidation or otherwise, enter into any agreement or understanding with respect to or consummate a  1505 Acquisition Transaction without the prior written consent of Purchaser, which consent will not be withheld unreasonably, provided that a 1505 Acquisition Transaction to be consummated on or before December 31, 2020 with an aggregate purchase price (including cash and other assets, assumption of debt, seller financing and any other consideration) of up to $750,000, all or any part of which may be payable in Common Stock at a price of no less than $0.045 per share, shall not be subject to the consent of Purchaser, and any such act or transaction entered into without such consent shall be null and void ab initio, and of no force or effect.  If for any reason a 1505 Acquisition Transaction is not consummated by December 31, 2020, then the Company (x) shall cause 1505 Capital to cease providing any financial and investment advisory and management services and any other services to any new clients and any related investment, trading, or financial activities or any other activities with respect to any new client, (y) may only continue to provide financial and investment advisory and management services to then existing clients and any related investment, trading, or financial activities or any other activities with respect to such existing clients  in a manner and at a volume and scope consistent with past practices and for through-out the terms of each such existing client’s respective agreements with 1505 Capital and (z) shall not expand the scope or nature of the services being provided to such existing clients or extend the term under any such existing client agreements.

5.Xenith Distribution.

5.1Xenith agrees that, unless otherwise prohibited by applicable law, it will distribute shares of the Common Stock now held of record and beneficially by it to its members as soon as reasonably practicable but no later than six months from the date of this Agreement. Upon such event, holders of at least 30% of such distributed Common Stock, in the aggregate, including Vespoint,  Messrs. Minnich and Salem, shall, as a condition to receiving such distribution, execute and deliver to the Parties a joinder agreement in the form attached hereto as Exhibit A  (“Joinder Agreement”)  and shall become joinders, or reaffirm their status, as Stockholders to this Agreement.

6.Crestline Conduct of Activities.

6.1Corporate Opportunities.  The Company hereby agrees and acknowledges that Crestline (together with its Affiliates) is a professional investment organization, and as such reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s business (as currently conducted or as currently propose to be conducted).  The Company hereby agrees that, to the extent permitted under applicable law, Crestline (and its Affiliates) shall not be liable to the Company for any claim arising out of, or based upon, (i) the investment by Crestline (or its Affiliates) in any entity competitive with the Company, or (ii) actions taken by any partner, officer, employee or other representative of Crestline (or its Affiliates) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company; provided, however, that the foregoing shall not relieve (x) any of Crestline from liability associated with the unauthorized disclosure of the Company’s confidential information obtained pursuant to this

Agreement, or (y) any director or officer of the Company from any liability associated with his or her fiduciary duties to the Company.

7.Preemptive Right to Future Stock Issuances.

7.1Right of First Offer.  For a period of three (3) years following the later of the date hereof and the date of consummation of a Concurrent Private Placement (as defined in the Securities Purchase Agreement, dated as of the date hereof, by and between Crestline, the Company, Xenith and Vespoint (the “Securities Purchase Agreement”))  and subject to the terms and conditions of this Section 7.1 and applicable securities laws, if the Company proposes to offer or sell any equity securities of the Company, whether or not currently authorized, as well as rights, options, or warrants to purchase such equity securities, or securities of any type whatsoever that are, or may become, convertible or exchangeable into or exercisable for such equity securities (collectively, “New Securities”), the Company shall offer such New Securities to Crestline prior to offering the New Securities to other offerees. Crestline shall be entitled to apportion the right of first offer hereby granted to it in such proportions as it deems appropriate, among (i) itself, (ii) its Affiliates, and (iii) its beneficial interest holders, such as limited partners, members or any other Person having “beneficial ownership,” as such term is defined in Rule 13d-3 promulgated under the Exchange Act, of Crestline (“Crestline Beneficial Owners”) or any Affiliate thereof; provided that each such Affiliate or Crestline Beneficial Owner executes and delivers a Joinder Agreement and that in the aggregate such persons purchase all, but not less than all, of the New Securities offered to Crestline.

(a)The Company shall give notice (the “Offer Notice”) to Crestline, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such New Securities.

(b)By notification to the Company within ten  (10) days after receiving the Offer Notice, Crestline may elect to purchase or otherwise acquire, at the price and on the terms specified in the Offer Notice, all such New Securities which equals the proportion that the Common Stock then held by Crestline (including all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of any preferred stock and any other securities or rights convertible into, or exercisable or exchangeable for (in each case, directly or indirectly), Common Stock, including options and warrants  (collectively, “Derivative Securities”) then held by Crestline) bears to the total Common Stock then outstanding (assuming full conversion and/or exercise, as applicable, of preferred stock, if any, and any other Derivative Securities held by Crestline at the then-applicable conversion ratio).  The closing of any sale pursuant to this Section 7.1(b) shall occur within the later of sixty  (60) days of the date of receipt of the Offer Notice and the date of the initial sale of New Securities pursuant to Section 7.1(c).

(c)If any New Securities referred to in the Offer Notice are not elected to be purchased or acquired as provided Section 7.1(b) or not so purchased, the Company may, during the ninety (90) day period following the later of the non-election or, if an election to participate is made, non-purchase,  offer and sell the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice.  If the Company does not enter into an

agreement for the sale of the New Securities within such period, the right of first offer provided hereunder shall be deemed to be revived and such subsequent New Securities shall not be offered unless first reoffered to Crestline in accordance with this Section 7.1.

(d)The right of first offer in this Section 7.1 shall not be applicable to Exempted Securities.  For purposes of this Agreement, “Exempted Securities” means (i) shares of Common Stock or options to purchase Common Stock issued to employees or directors of, or consultants or advisors to, the Company or any of its subsidiaries pursuant to a plan, agreement or arrangement approved by the Board or (ii) shares of Common Stock actually issued upon the exercise of options or shares of Common Stock actually issued upon the conversion or exchange of convertible securities, in each case provided such issuance is pursuant to the terms of such option or convertible security.

8.Right of First Refusal - Crestline.

8.1Grant.  For a period of three (3) years from the date of this Agreement and subject to the terms of Section 11.1 below, each Stockholder hereby unconditionally and irrevocably grants to Crestline a right of first refusal (“Right of First Refusal”) to purchase all or any portion of shares of Common Stock, preferred stock, or Derivative Securities now owned or subsequently acquired by or issued to such Stockholder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like) (collectively, “Capital Stock”) that such Stockholder may propose to transfer in any assignment, sale, offer to sell, pledge, mortgage, hypothecation, encumbrance, disposition, or any other like transfer (a “Proposed Transfer”), at the same price and on the same terms and conditions as those offered to the prospective transferee (the “Prospective Transferee”). For the purposes of this Agreement, “Transfer Stock” means the shares of Capital Stock owned by a Stockholder as of the date hereof or issued to a Stockholder after the date hereof (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or the like).  Notwithstanding anything to the contrary herein, this Section 8 shall not apply to the distribution by Xenith pursuant to Section 5.1 or to an in-kind distribution of Common Stock by Vespoint to its beneficial owners on a pro rata basis.

8.2Notice.  Each Stockholder proposing to make a Proposed Transfer must deliver a written notice of the Proposed Transfer (the “Proposed Transfer Notice”) to Crestline not later than forty-five (45) days prior to the consummation of such Proposed Transfer. Such Proposed Transfer Notice shall contain the material terms and conditions (including price and form of consideration) of the Proposed Transfer, the identity of the Prospective Transferee, and the intended date of the Proposed Transfer. To exercise its Right of First Refusal under this Section 8, Crestline must deliver a written notice to the selling Stockholder and the other Stockholders within fifteen (15) days after delivery of the Proposed Transfer Notice specifying that Crestline will exercise its Right of First Refusal and the number of shares of Transfer Stock to be purchased by Crestline (the “Crestline ROFR Notice”). In the event of a conflict between this Agreement and any other agreement that may have been entered into by a Stockholder with the Company that contains a preexisting right of first refusal, the Company and the Stockholder acknowledge and agree that the terms of this Agreement shall control.

8.3Closing.  The closing of the purchase of Transfer Stock by Crestline shall take place, and all payments from Crestline shall have been delivered to the selling Stockholder, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Transfer; and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

8.4Violation of First Refusal Right. If any Stockholder becomes obligated to sell any Transfer Stock to Crestline under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, Crestline may, at its option, in addition to all other remedies it may have, send to such Stockholder the purchase price for such Transfer Stock as is herein specified and request that the Company transfer to the name of Crestline (and the Company hereby agrees to effect such transfer to the name of Crestline) on the Company’s books any certificates, instruments, or book entry representing the Transfer Stock to be sold.

9.Right of First Refusal - Company.

9.1Grant.  For a period of three (3) years from the date of this Agreement and subject to the terms of Section 11.2 below, Crestline hereby unconditionally and irrevocably grants to the Company a right of first refusal (“Company Right of First Refusal”) to purchase all or any portion of shares of Capital Stock now owned or subsequently acquired by or issued to Crestline after the date hereof that Crestline may propose to transfer in Proposed Transfer, at the same price and on the same terms and conditions as those offered to the Prospective Transferee.

9.2Notice.  If Crestline proposes to make a Proposed Transfer, it must deliver Proposed Transfer Notice to the Company not later than forty-five (45) days prior to the consummation of such Proposed Transfer. Such Proposed Transfer Notice shall contain the material terms and conditions (including price and form of consideration) of the Proposed Transfer, the identity of the Prospective Transferee, and the intended date of the Proposed Transfer. To exercise its Right of First Refusal under this Section 9,  the Company must deliver a written notice to Crestline within fifteen (15) days after delivery of the Proposed Transfer Notice specifying that the Company will exercise its Company Right of First Refusal and the number of shares of Transfer Stock to be purchased by the Company (the “Company ROFR Notice”).

9.3Closing.  The closing of the purchase of Transfer Stock by Company shall take place, and all payments from Company shall have been delivered to Crestline, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Transfer; and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.

9.4Violation of Company First Refusal Right. If Crestline becomes obligated to sell any Transfer Stock to the Company under this Agreement and fails to deliver such Transfer Stock in accordance with the terms of this Agreement, the Company may, at its option, in addition to all other remedies it may have, send to Crestline the purchase price for such Transfer Stock as is herein specified and the Company shall not the cancellation of such Transfer Stock to be sold on the Company’s books or book entry.

10.Right of Co-Sale.

10.1Exercise of Co-Sale Right.  For a period beginning on the date of this Agreement and ending on the earlier of (i) the ten (10) year anniversary following the date of this

Agreement and (ii) the date on which Crestline and its Affiliates own less than five percent (5%) of the outstanding shares of Common Stock (including equity securities exercisable or convertible into Common Stock held by Crestline and its Affiliates),  and subject to the terms of Section 11.1 below, if any Transfer Stock subject to a Proposed Transfer is not purchased pursuant to Section 8 above and thereafter is to be sold by a Stockholder to a Prospective Transferee and such number of shares of Transfer Stock, together with all sales of Transfer Stock sold by such Stockholder within the preceding three (3) months of the date of such Proposed Transfer, is equal to or in excess of 1% of the total outstanding Common Stock (which shall be increased to 3% of the total outstanding Common Stock in the event that the Company consummates a firm-commitment underwritten public offering of its Common Stock pursuant to an effective registration statement under the Securities Act resulting in cash proceeds to the Company of at least $15.0 million (net of underwriting discounts and commissions) and the Common Stock is listed for trading on the Nasdaq Stock Market or the New York Stock Exchange), Crestline may elect to exercise its Right of Co-Sale under this Section 10 and participate on a pro rata basis in the Proposed Transfer as set forth in Section 10.2 below and, subject to Section 10.4, otherwise on the same terms and conditions specified in the Proposed Transfer Notice. If Crestline desires to exercise its Right of Co-Sale, then Crestline must give the selling Stockholder written notice to that effect no later than the deadline for delivery of the Crestline ROFR Notice described in Section 8.2 above (the “Crestline Co-Sale Notice”), and upon giving such Crestline Co-Sale Notice, Crestline shall be deemed to have effectively exercised its Right of Co-Sale.  Notwithstanding anything to the contrary herein, this Section 10 shall not apply to the distribution by Xenith pursuant to Section 5.1 or to in-kind distribution of Common Stock by Vespoint to its beneficial owners on a pro rata basis.

10.2Shares Includable.  Crestline may include in the Proposed Transfer all or any part of Crestline’s Capital Stock equal to the product obtained by multiplying (i) the aggregate number of shares of Transfer Stock subject to the Proposed Transfer by (ii) a fraction, the numerator of which is the number of shares of Capital Stock owned by Crestline immediately before the consummation of the Proposed Transfer and the denominator of which is the total number of shares of Transfer Stock held by the selling Stockholder.

10.3Purchase and Sale Agreement.  Crestline and the selling Stockholder agree that the terms and conditions of any Proposed Transfer in accordance with this Section 10 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (a “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and Crestline and the selling Stockholder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 10.

10.4Allocation of Consideration.  Subject to Section 10.4(b) below, the aggregate consideration payable to Crestline and the selling Stockholder shall be allocated based on the number of shares of Capital Stock sold to the Prospective Transferee by Crestline and the selling Stockholder as provided in Section 10.2.

10.5Purchase by Selling Stockholder; Deliveries.  Notwithstanding Section 10.3 above, if any Prospective Transferee or Transferees refuse(s) to purchase securities subject to the Right of Co-Sale from Crestline or upon the failure to negotiate in good faith a Purchase and Sale

Agreement reasonably satisfactory to Crestline, no Stockholder may sell any Transfer Stock to such Prospective Transferee or Transferees unless and until, simultaneously with such sale, such Stockholder purchases all securities subject to the Right of Co-Sale from Crestline on the same terms and conditions (including the proposed purchase price) as set forth in the Proposed Transfer Notice and as provided in Section 10.4(a);  provided, that if such sale constitutes a Change of Control, the portion of the aggregate consideration paid by the selling Stockholder to Crestline shall be made in accordance with the first sentence of Section 10.4(b). In connection with such purchase by the selling Stockholder, Crestline shall deliver to the selling Stockholder any stock certificate or certificates, properly endorsed for transfer, representing the Capital Stock being purchased by the selling Stockholder (or request that the Company effect such transfer in the name of the selling Stockholder). Any such shares transferred to the selling Stockholder will be transferred to the Prospective Transferee against payment therefor in consummation of the sale of the Transfer Stock pursuant to the terms and conditions specified in the Proposed Transfer Notice, and the selling Stockholder shall concurrently therewith remit or direct payment to Crestline the portion of the aggregate consideration to which Crestline is entitled by reason of its participation in such sale as provided in this Section 10.5.

10.6Additional Compliance.  If any Proposed Transfer is not consummated within (i) one hundred ninety-five (195) days after delivery of the Proposed Transfer Notice to Crestline if Form A regulatory approval of the Proposed Transfer from the Nebraska Department of Insurance is required, or (ii) one hundred five  (105) days after the delivery of the Proposed Transfer Notice to Crestline if no Form A regulatory approval of the Proposed Transfer from the Nebraska Department of Insurance is required, no Stockholders proposing the Proposed Transfer may sell any Transfer Stock unless they first comply in full with each provision of this Section 10.  The exercise or election not to exercise any right hereunder by Crestline shall not adversely affect its right to participate in any other sales of Transfer Stock subject to this Section 10.

10.7Violation of Co-Sale Right.  If any Stockholder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), Crestline may, in addition to such remedies as may be available by law, in equity or hereunder, require such selling Stockholder to purchase from Crestline the type and number of shares of Capital Stock that Crestline would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Section 10.  The sale will be made on the same terms, including, without limitation, as provided in Section 10.4(a) and the first sentence of Section 10.4(b), as applicable, and subject to the same conditions as would have applied had the Stockholder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after Crestline learns of the Prohibited Transfer, as opposed to the timeframe otherwise provided under Section 10.  Such Stockholder shall also reimburse Crestline for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of Crestline’s rights under Section 10.

11.Exempt Transfers.

11.1Exempted Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 8 and 10 shall not apply (a) to a repurchase of Transfer Stock from such Stockholder by the Company at a price no greater than that originally paid by

such Stockholder for such Transfer Stock and pursuant to an agreement containing vesting and/or repurchase provisions approved by a majority of the Board, (b) to a pledge of Transfer Stock that creates a mere security interest in the pledged Transfer Stock, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were such Stockholder making such pledge, or (c) in the case of a Stockholder that is a natural person, upon a transfer of Transfer Stock by such Stockholder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Stockholder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by such Stockholder or any such family members;  provided, that in the case of clause(s) (b) or (c), such Stockholders shall deliver prior written notice to Crestline of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such transfer, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as party hereto (but only with respect to the securities so transferred to the transferee).

11.2Exempted Crestline Transfers. Notwithstanding the foregoing or anything to the contrary herein, the provisions of Sections 9 shall not apply (a) to a transfer of Transfer Stock to one or more Affiliates of Crestline or a distribution of such Transfer Stock to one or more if its members, partners or stockholders, (b) to a pledge of Transfer Stock that creates a mere security interest in the pledged Transfer Stock, provided that the pledgee thereof agrees in writing in advance to be bound by and comply with all applicable provisions of this Agreement to the same extent as if it were such Stockholder making such pledge, or (c) in the case of a Stockholder that is a natural person, upon a transfer of Transfer Stock by such Stockholder made for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy to his or her spouse, child (natural or adopted), or any other direct lineal descendant of such Stockholder (or his or her spouse) (all of the foregoing collectively referred to as “family members”), or any custodian or trustee of any trust, partnership or limited liability company for the benefit of, or the ownership interests of which are owned wholly by such Stockholder or any such family members; provided, that in the case of clause(s) (b) or (c), Crestline shall deliver prior written notice to the Company of such pledge, gift or transfer and such shares of Transfer Stock shall at all times remain subject to the terms and restrictions set forth in this Agreement and such transferee shall, as a condition to such transfer, deliver a counterpart signature page to this Agreement as confirmation that such transferee shall be bound by all the terms and conditions of this Agreement as party hereto (but only with respect to the securities so transferred to the transferee).

12.Registration Rights.

12.1Demand Registration.

(a)Form S-1 Demand Registration.  If at any time after the date of this Agreement, the Company receives a request from any of Crestline, Vespoint,  Minnich or Salem (the “Holders”) that the Company file a Form S-1 registration statement with respect to any such Holder’s Registrable Securities then outstanding, then the Company shall as soon as practicable,

and in any event within sixty (60) days after the date such request is received by the Company, file a Form S-1 registration statement under the Securities Act or any successor registration form under the Securities Act subsequently adopted by the SEC (“Form S-1”) covering all Registrable Securities that the requesting Holder requested to be registered and,  subject to the limitations of Sections 12.1(c) and 12.3,  promptly, but no less than two (2) business days after receipt of such request, give notice to the non-requesting Holders of such request and provide the non-requesting Holders the right to include their Registrable Securities in such registration as each such Holder may elect in writing no later than ten  (10) business days after receipt of notice from the Company. For purposes of this Agreement, “Registrable Securities” shall mean for the purposes of this Agreement: (a) the shares of Common Stock held by the Holders; (b) any Common Stock issued to the Holders as (or issuable to the Holders upon the conversion or exercise of any warrant, right, or other security that is issued as) a dividend or other distribution with respect to, or in exchange for (or in replacement of) such shares; and (c) any Common Stock, or any Common Stock issued or issuable to the Holders (directly or indirectly) upon conversion and/or exercise of any other securities of the Company, acquired by the Holders after the date hereof.

(b) Form S-3 Demand Registration.  If at any time when it is eligible to use a Form S-3 registration statement, the Company receives a written request from any Holder that the Company file a Form S-3 registration statement with respect to outstanding Registrable Securities of such Holder then the Company shall within forty-five (45) days of receipt of such request file a Form S-3 registration statement under the Securities Act covering all Registrable Securities requested to be included in such registration and promptly,  but no less than two (2) business days after receipt of such request, give notice to the non-requesting Holders of such request and provide the non-requesting Holders the right to include their Registrable Securities in such registration as each such Holder may elect in writing no later than ten  (10) business days after receipt of notice from the Company. For purposes of this Agreement, “Form S‑3” means such form under the Securities Act as in effect on the date hereof or any registration form under the Securities Act subsequently adopted by the SEC that permits forward incorporation of substantial information by reference to other documents filed by the Company with the SEC.

(c)Notwithstanding the foregoing obligations, if the Company furnishes to the Holders in any request for registration a certificate signed by the Company’s chief operating officer stating that in the good faith judgment of the Board it would be materially detrimental to the Company and its stockholders for such registration statement to either become effective or remain effective for as long as such registration statement otherwise would be required to remain effective, because such action would (i) materially interfere with a significant acquisition, corporate reorganization, or other similar transaction involving the Company; (ii) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (iii) render the Company unable to comply with requirements under the Securities Act or Exchange Act, then the Company shall have the right to defer taking action with respect to such filing, and any time periods with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not more than sixty (60) days after such request is given; provided, however, that the Company may not invoke this right more than once in any twelve (12) month period; and provided further that the Company shall not register any securities for its own account or that of any other stockholder during such sixty (60) day period other than pursuant to a registration relating to the sale or grant of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, equity

incentive or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered.

(d)The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 12.1(a):  (i) during the period that is sixty (60) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is one hundred eighty (180) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; (ii) after the Company has effected two registrations pursuant (one of which shall be for Crestline as the initiating Holder) to Section 12.1(a); (iii) if any of the Holders proposes to dispose of shares of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 12.1(b) or (vi) with respect to any Holder, such Holder owns less than one percent (1%) of the outstanding Common Stock not including its Derivative Securities.  The Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to Section 12.1(b):  (i) during the period that is thirty (30) days before the Company’s good faith estimate of the date of filing of, and ending on a date that is ninety (90) days after the effective date of, a Company-initiated registration, provided that the Company is actively employing in good faith commercially reasonable efforts to cause such registration statement to become effective; or (ii) if the Company has effected two registrations pursuant to Section 12.1(b) within the twelve (12) month period immediately preceding the date of such request.  A registration shall not be counted as “effected” for purposes of this Section 12.1(d) until such time as the applicable registration statement has been declared effective by the SEC, unless the Holders  requesting the registration withdraw their request for such registration, elect not to pay the registration expenses therefor pursuant to Section 12.6, and forfeit their right to one demand registration statement, in which case such withdrawn registration statement shall be counted as “effected” for purposes of this Section 12.1(d); provided, that if such withdrawal is during a period the Company has deferred taking action pursuant to Section 12.1(c), then the Holder may withdraw its request for registration and such registration will not be counted as “effected” for purposes of this Section 12.1(d).

12.2Company Registration: Piggyback Registration Rights.  If the Company proposes to register (including, for this purpose, a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash, other than in an Excluded Registration (as defined below), the Company shall, at such time, promptly give the Holders notice of such registration.  Upon the request of any Holder given within ten  (10) business days after such notice is given by the Company, the Company shall, subject to the provisions of Section 12.3, cause to be registered all of the Registrable Securities that such Holder has requested to be included in such registration.  The Company shall have the right in its sole discretion to terminate or withdraw any registration initiated by it under this Section 12.2 before the effective date of such registration, whether or not any Holder has elected to include Registrable Securities in such registration.  The expenses of such withdrawn registration shall be borne by the Company in accordance with Section 12.6. For the purposes of this Agreement, an “Excluded Registration” means a registration relating to the sale or grant of securities to employees of the Company or a subsidiary pursuant to

a stock option, stock purchase, equity incentive, or similar plan, and a registration relating to an SEC Rule 145 transaction.

12.3Underwriting Requirements.

(a)If, pursuant to Section 12.1, any Holder intends to distribute its Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 12.1, and the Company shall include such information in the applicable notice.  The underwriter(s) will be selected by the Holder(s) requesting and approved by the Board (including the Crestline Designated Director if Crestline is the initiating Holder).  In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon its participation in such underwriting and the inclusion of its Registrable Securities in the underwriting to the extent provided herein.  All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 12.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting.  Notwithstanding any other provision of this Section 12.3, if the managing underwriter(s) advise(s) the Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Company shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder requested to be subject to the registration to the number of Registrable Securities requested to be subject to the registration by the other Holders requesting registration or in such other proportion as shall mutually be agreed to among all such selling Holders.

(b)In connection with any offering involving an underwriting of shares of the Company’s capital stock pursuant to Section 12.2, the Company shall not be required to include any of the Holders’ Registrable Securities in such underwriting unless the Holders have properly requested and then only in such quantity as the underwriters in their sole discretion determine will not jeopardize the success of the offering by the Company.  If the total number of securities, including Registrable Securities, requested by Holders to be included in such offering exceeds the number of securities to be sold (other than by the Company) that the underwriters in their reasonable discretion determine is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters and the Company in their sole discretion determine will not jeopardize the success of the offering.  If the underwriters determine that less than all of the Registrable Securities requested to be registered can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated among the selling Holders in proportion (as nearly as practicable) to the number of Registrable Securities owned by each selling Holder or in such other proportions as shall mutually be agreed to among all such selling Holders.

(c)For purposes of Section 12.1, a registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 12.3(c), fewer than forty percent (40%) of the total number of Registrable Securities that any Holder has requested to be included in such registration statement are actually included.

(d)Each Holder agrees that in connection with any underwritten registered offering of Common Stock by the Company, and upon the request of the managing underwriter in such offering, each Holder to which registration rights under this Agreement apply agrees to execute and deliver a customary lock-up and agreement that provides that such Holder shall not, without the prior written consent of such managing underwriter, subject to customary exceptions, during the period commencing on thirty (30) days prior to the effective date of such registration and until the date specified by such managing underwriter (such period not to exceed up to one hundred eighty (180) days, if and as requested by the managing underwriter), (a) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the registration statement for such offering (whether such shares or any such securities are then owned by the Holder or are thereafter acquired), or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing provisions of this Section 12.3(d) shall be applicable to the Holders only if all officers and directors of the Company and all stockholders owning more than five percent (5%) of the Company's outstanding Common Stock are subject to the same restrictions. Each Holder agrees to execute and deliver such other agreements as may be reasonably requested by the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 12.3(d), each Holder shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 12.3(d) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director or holder of greater than five percent (5%) of the outstanding Common Stock.

12.4Obligations of the Company.  Whenever required under this Section 12 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

(a)Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective and, upon the request of any Holder, keep such registration statement effective for a period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in the registration statement has been completed; provided, however, that (i) such one hundred twenty (120) day period shall be extended for a period of time equal to the period such Holder refrains, at the request of an underwriter of Common Stock (or other securities) of the Company, from selling any securities included in such registration, and (ii) in the case of any registration of Registrable Securities on Form S-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with applicable SEC rules, such one hundred twenty (120) day period shall be extended for up to thirty (30) days, if necessary, to keep the registration statement effective until all such Registrable Securities are sold;

(b)Prepare and file with the SEC such amendments and supplements to such registration statement, and the prospectus used in connection with such registration statement,

as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;

(c) Furnish to the selling Holders such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Holders may reasonably request in order to facilitate their disposition of their Registrable Securities;

(d)Use its commercially reasonable efforts to register and qualify the securities covered by such registration statement under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the selling Holders; provided, that the Company shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;

(e)In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;

(f)Use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on a national securities exchange or trading or quotation system and each securities exchange and trading or quotation system (if any) on which similar securities issued by the Company are then listed;

(g)Promptly make available for inspection by a selling Holder, any underwriter(s) participating in any disposition pursuant to such registration statement, and any attorney or accountant or other agent retained by any such underwriter or selected by a selling Holder, all financial and other records, pertinent corporate documents, and properties of the Company, and cause the Company’s officers, directors, employees, and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the information in such registration statement and to conduct appropriate due diligence in connection therewith;

(h)Notify each selling Holder, promptly after the Company receives notice thereof, of the time when such registration statement has been declared effective or a supplement to any prospectus forming a part of such registration statement has been filed; and

(i)After such registration statement becomes effective, notify the selling Holder(s) of any request by the SEC that the Company amend or supplement such registration statement or prospectus.

12.5Furnish Information.  It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Section 12 with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as is reasonably required to effect the registration of the Registrable Securities of the selling Holder.

12.6Expenses of Registration.  All expenses (other than underwriting discounts, selling commissions, and stock transfer taxes applicable to the sale of Registrable Securities by the selling Holders (“Selling Expenses”)) incurred in connection with registrations, filings, or qualifications pursuant to Section 12, including all registration, filing, and qualification fees; printers’ and accounting fees; fees and disbursements of counsel for the Company; and the reasonable fees and disbursements of one counsel to Crestline and one counsel to Vespoint, shall be borne and paid by the Company.  All Selling Expenses relating to Registrable Securities registered pursuant to this Section 12 shall be borne and paid by the selling Holders pro rata on the basis of the number of Registrable Securities registered on their behalf.

12.7Indemnification.  If any Registrable Securities are included in a registration statement under this Section 12:

(a)To the extent permitted by law, the Company will indemnify and hold harmless each Holder and the partners, members, officers, directors, and stockholders of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as defined in the Securities Act) for each such Holder; and each Person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any Damages (as defined below), and the Company will pay to each Holder, underwriter, controlling Person, or other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 12.7(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld, and the Company shall not be liable for any Damages to the extent that they arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of any such Holder, underwriter, controlling Person, or other aforementioned Person expressly for use in connection with such registration.

(b)To the extent permitted by law, each selling Holder, severally and not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls the Company within the meaning of the Securities Act, legal counsel and accountants for the Company, any underwriter (as defined in the Securities Act), any other Holder selling securities in such registration statement, and any controlling Person of any such underwriter or other Holder, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of such Holder expressly for use in connection with such registration; and each such Holder will pay to the Company and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this Section 12.7(b) shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided further that in no event shall the aggregate amounts payable by a by any Holder by way of indemnity or contribution under Section 12.7(b) and Section 12.7(d) exceed the proceeds from the offering received by such

Holders (net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct by such Holder.

(c)Promptly after receipt by an indemnified party under this Section 12.7 (an “Indemnitee”) of notice of the commencement of any action (including any governmental action) for which an Indemnitee may be entitled to indemnification hereunder, such Indemnitee will, if a claim in respect thereof is to be made against any indemnifying party under this Section 12.7 (an “Indemnitor”), give the Indemnitor notice of the commencement thereof.  The Indemnitor shall have the right to participate in such action and, to the extent the Indemnitor party so desires, participate jointly with any other Indemnitor to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an Indemnitee (together with all other Indemnitees that may be represented without conflict by one counsel) shall have the right to retain one  separate counsel, with the fees and expenses to be paid by the Indemnitor, if representation of such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or potential differing interests between such Indemnitee and any other party represented by such counsel in such action. The failure to give notice to the Indemnitor within a reasonable time of the commencement of any such action shall relieve such Indemnitor of any liability to the Indemnitee under this Section 12.7, to the extent that such failure materially prejudices the Indemnitor’s ability to defend such action.  The failure to give notice to the Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Section 12.7.

(d)To provide for just and equitable contribution to joint liability under the Securities Act in any case in which either: (i) any Indemnitee makes a claim for indemnification pursuant to this Section 12.7 but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case, notwithstanding the fact that this Section 12.7 provides for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any party hereto for which indemnification is provided under this Section 12.7, then, and in each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or expenses to which they may be subject (after contribution from others) in such proportion as is appropriate to reflect the relative fault of each of the Indemnitor and the Indemnitee in connection with the statements, omissions, or other actions that resulted in such loss, claim, damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The relative fault of the Indemnitor and of the Indemnitee shall be determined by reference to, among other things, whether the untrue or allegedly untrue statement of a material fact, or the omission or alleged omission of a material fact, relates to information supplied by the Indemnitor or by the Indemnitee and each’s relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission; provided, however, that, in any such case (x) no Holder will be required to contribute any amount in excess of the public offering price of all such Registrable Securities offered and sold by such Holder pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation (within the meaning of Section 12(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation; and provided further that in no event shall a Holder’s liability pursuant to this Section 12.7(d), when combined with the amounts paid or payable by such Holder pursuant to Section 12.7(b), exceed the proceeds from

the offering received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of willful misconduct or fraud by such Holder.

(e)Notwithstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f)Unless otherwise superseded by an underwriting agreement entered into in connection with the underwritten public offering, the obligations of the Company and Holders under this Section 12.7 shall survive the completion of any offering of Registrable Securities in a registration under this Section 12.7, and otherwise shall survive the termination of this Agreement.

(g)For the purposes of this Agreement, “Damages” shall mean any loss, damage, claim, or liability (whether joint or several) to which a Party may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such loss, damage, claim, or liability (or any action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement of the Company, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) an omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by the indemnifying Party (or any of its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state securities law.

12.8Limitations on Subsequent Registration Rights.  From and after the date of this Agreement, the Company shall not, without the prior written consent of the Holders owning a majority of the Registrable Securities, enter into any agreement with any holder or prospective holder of any securities of the Company that would (i) provide to such holder or prospective holder the right to include securities in any registration on other than either a pro rata basis with respect to the Registrable Securities or on a subordinate basis after the Holders have had the opportunity to include in the registration and offering all shares of Registrable Securities that the Holders wish to so include; (ii) allow such holder or prospective holder to include such securities in any registration unless, under the terms of such agreement, such holder or prospective holder may include such securities in any such registration only to the extent that the inclusion of such securities will not reduce the number of the Registrable Securities of the Holders that are included; or (iii) allow such holder or prospective holder to initiate a demand for registration of any securities held by such holder or prospective holder.

13.Proxy.  Crestline hereby appoints Vespoint its proxy, with full power of substitution, with respect to that number of shares of the Common Stock owned by Crestline in excess of the Ownership Limit (the “Proxy Shares”), to vote or act by written consent on any matter during the term of this Agreement to which the Proxy Shares are entitled to vote; provided that any such vote is made or act by written consent is taken pursuant to this proxy in accordance with the terms and conditions of this Agreement.   The proxy hereunder shall automatically terminate, without any further action by the Parties, immediately upon (a) issuance of the approval

order issued by the Nebraska Department in accordance with Neb. Rev. Stat. § 44-2126 and 210 N.A.C. Ch. 24 (Form A) with respect to Crestline’s ownership of Common Stock or (b) the sale, assignment or other transfer by Crestline to any third party Person of any Proxy Shares, provided, that such proxy shall terminate with respect to only such Proxy Shares sold, assigned or otherwise transferred and not with respect to the remaining Proxy Shares owned by Crestline.  On or before the issuance of the shares of Common Stock to Crestline pursuant to the Securities Purchase Agreement,  the Company and Crestline shall collaborate and agree in writing as to the number of Proxy Shares and the Company shall issue, by a separate book entry in the Company’s stock ledger records, the Proxy Shares to Crestline. For purposes of the foregoing, “Ownership Limit” means the number of shares of Common Stock owned by Crestline equal to 9.9% of the issued and outstanding Common Stock rounded down to the next whole share.

14.Further Assurances; Transfer Void; Equitable Relief. For the avoidance of doubt, the Parties acknowledge and agree that any Proposed Transfer not made in compliance with the requirements of this Agreement (including, without limitation, Section 9 and 10 hereof) shall be null and void ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be recognized by the Company. The Company and each Stockholder acknowledge and agree that any breach of this Agreement would result in substantial harm to Crestline for which monetary damages alone could not adequately compensate. Therefore, the Company and the Stockholders unconditionally and irrevocably agree that Crestline shall be entitled to seek protective orders, injunctive relief and other remedies available at law or in equity (including, without limitation, seeking specific performance or the rescission of purchases, sales and other transfers of Transfer Stock not made in strict compliance with this Agreement).

15.Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to each other Party, it being understood that the Parties need not sign the same counterpart.  In the event that any signature is delivered by fax or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such fax or “.pdf” signature page were an original thereof.

16.Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.

17.Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Parties will be entitled to specific performance under this Agreement.  The Parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in this Agreement and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.