Abacus Settlements, LLC & Longevity Market Assets, LLC (Abacus) entered into a non-binding letter of intent to acquire East Resources Acquisition Company (NasdaqCM:ERES) from a group of shareholders in a reverse merger transaction on July 18, 2022. Abacus Settlements, LLC & Longevity Market Assets, LLC entered into a definitive merger agreement to acquire East Resources Acquisition Company from a group of shareholders for approximately $640 million in a reverse merger transaction on August 30, 2022. As part of the Transactions, the holders of the limited liability company interests of Abacus will receive aggregate consideration of approximately $618.0 million, payable in a number of newly issued shares of ERES Class A common stock, par value $0.0001 per share with a value ascribed to each share of ERES Class A common stock of $10.00 and, to the extent the Aggregate Transaction Proceeds exceed $200.0 million, at the election of Abacus Members, up to $20.0 million of consideration payable in cash on a pro rata basis to Abacus Members. As per the amendment on October 14, 2022, the holders of the issued and outstanding limited liability company interests of Abacus will receive aggregate consideration of approximately $531.8 million, payable in a number of newly issued shares of ERES Class A common stock and, to the extent the Aggregate Transaction Proceeds exceed $200.0 million, at the election of Abacus Members, up to $20.0 million of consideration payable in cash on a pro rata basis to Abacus Members. ERES expects to issue 53.175 million shares of ERES Class A Common Stock to Abacus Members. Abacus owners will roll 100% of their existing equity holdings into the combined company and are expected to own approximately 70% of the combined company on a non-fully diluted basis immediately following the closing of the transaction, assuming no redemptions by ERES's public stockholders. Transaction will result in Abacus becoming a publicly listed company. Upon closing of the transaction, the combined company will be named Abacus Life, Inc. and is expected to remain listed on Nasdaq under the new ticker symbol “ABAL.” Following the closing of the transaction, the existing management team of Abacus, led by Chief Executive Officer Jay Jackson, will continue to operate and manage Abacus.

Transaction is subject to regulatory approvals, approval of the proposed transaction by stockholders of ERES and the satisfaction or waiver of other customary closing conditions. Transaction is also subject to all waiting periods and any extensions thereof applicable to the Transactions under the Hart-Scott-Rodino Act, and any commitments or agreements (including timing agreements) with any governmental entity not to consummate the Transactions before a certain date, must have expired or been terminated; after giving effect to the Transactions, ERES must have at least $5,000,001 of net tangible assets; the ERES Class A common stock to be issued in the Mergers must have been approved for listing by NASDAQ, subject only to official notice of issuance thereof; the directors and executive officers of ERES who are not continuing in their roles with the surviving company must have been removed from their respective positions or tendered their irrevocable resignations effective as of the Effective Time; approval of holders (members) of interests in Abacus. The transaction has been unanimously approved by the boards of both ERES and Abacus. Transaction is anticipated to close as early as the fourth quarter of 2022.

Aviditi Advisors is serving as exclusive strategic and financial advisor to ERES, and Ryan Maierson, Bryant Lee, Jim Cole, Michelle Carpenter, Gary Boss, Analisa Dillingham, Jason Cruise, Joseph Simei, Heather Deixler and Michelle Gross of Latham & Watkins LLP acting as legal counsels to ERES. Brian T. Casey of Locke Lord LLP is acting as Abacus's legal counsel. Continental Stock Transfer & Trust Company acted as exchange agent to ERES. Deloitte & Touche LLP acted as accounting and financial, and tax due diligence provider to ERES. Northland Securities, Inc. acted as fairness opinion provide to ERES. ERES agreed to pay Northland a cash fee of $1,000,000, of which $100,000 was due upon delivery of the fairness opinion and the remaining $900,000 is due at the Closing. ERES agreed to pay Northland a cash fee of $1,000,000, of which $100,000 was due upon delivery of the fairness opinion and the remaining $900,000 is due at the Closing. ERES has hired Morrow Sodali LLC to assist in the proxy solicitation process. ERES will pay that firm a fee of $25,000 plus disbursements.

Abacus Settlements, LLC & Longevity Market Assets, LLC (Abacus) cancelled the acquisition of East Resources Acquisition Company (NasdaqCM:ERES) from a group of shareholders in a reverse merger transaction on December 2, 2022. Pursuant to the Termination Agreement, the parties agreed that no payments or deliveries are due by either party in respect of the FPA Transactions and agreed to release each other from any and all liabilities arising from, related to or in connection with the Forward Purchase Agreement.