Item 1.01 - Entry into a Material Definitive Agreement.
On
The following description of the Understanding is qualified in its entirety by the Understanding, a copy of which is filed with this Form 8-K as Exhibit 10.1.
Under the Agreement, Crestline is entitled to name an individual (the "Crestline
Designated Director") to be elected to the Company's board of directors as well
as the board of directors of the Company's primary insurance subsidiary,
Pursuant to the Understanding, the Company and Crestline agreed that
Also pursuant to the Understanding, the Company and Crestline agreed that the foregoing described agreement will remain in place until the earlier to occur of the date (i) the parties reach written agreement otherwise, (ii) that Crestline is no longer an affiliate of a life insurance entity it recently acquired and (iii) on which Crestline no longer has the right to elect or appoint a member and Observer to the board of directors of the Company.
Finally, pursuant to the Understanding, without further written agreement between the Company and Crestline, the Company will not fill the vacancies on the Company's and ALSC's respective board of directors.
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(b) The disclosure set forth in Item 1.01 above is hereby incorporated into
this Item 5.02. Effective
2
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are included with this Current Report on Form 8-K:
Exhibit No. Description 10.1 Letter of Understanding betweenMidwest Holding Inc. and CrestlineAssurance Holdings LLC executed and effectiveSeptember 16, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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