MIDWEST HOLDING INC.: M&A transaction — Midwest Holding completes merger with Antarctica Capital affiliate; shareholders receive $27.00/share

Pursuant to the Merger Agreement, as of the Effective Time, Georgette Nicholas, Mike Minnich, Kevin Sheehan, Yadin Rozov, Nancy Callahan, Diane Davis, John Hompe, and Firman Leung, ceased to be directors on the Company’s board of directors or any committee thereof.

Pursuant to the Merger Agreement, as of the Effective Time, Georgette Nicholas, Mike Minnich, Kevin Sheehan, Yadin Rozov, Nancy Callahan, Diane Davis, John Hompe, and Firman Leung, ceased to be directors on the Company’s board of directors or any committee thereof.

Pursuant to the Merger Agreement, as of the Effective Time, Georgette Nicholas, Mike Minnich, Kevin Sheehan, Yadin Rozov, Nancy Callahan, Diane Davis, John Hompe, and Firman Leung, ceased to be directors on the Company’s board of directors or any committee thereof.

Pursuant to the Merger Agreement, as of the Effective Time, Georgette Nicholas, Mike Minnich, Kevin Sheehan, Yadin Rozov, Nancy Callahan, Diane Davis, John Hompe, and Firman Leung, ceased to be directors on the Company’s board of directors or any committee thereof.

Pursuant to the Merger Agreement, as of the Effective Time, Georgette Nicholas, Mike Minnich, Kevin Sheehan, Yadin Rozov, Nancy Callahan, Diane Davis, John Hompe, and Firman Leung, ceased to be directors on the Company’s board of directors or any committee thereof.

Pursuant to the Merger Agreement, as of the Effective Time, Georgette Nicholas, Mike Minnich, Kevin Sheehan, Yadin Rozov, Nancy Callahan, Diane Davis, John Hompe, and Firman Leung, ceased to be directors on the Company’s board of directors or any committee thereof.

Pursuant to the Merger Agreement, as of the Effective Time, Georgette Nicholas, Mike Minnich, Kevin Sheehan, Yadin Rozov, Nancy Callahan, Diane Davis, John Hompe, and Firman Leung, ceased to be directors on the Company’s board of directors or any committee thereof.

Pursuant to the Merger Agreement, as of the Effective Time, Georgette Nicholas, Mike Minnich, Kevin Sheehan, Yadin Rozov, Nancy Callahan, Diane Davis, John Hompe, and Firman Leung, ceased to be directors on the Company’s board of directors or any committee thereof.

the Company’s certificate of incorporation and bylaws as in effect immediately prior to the Merger were each amended and restated in their entirety

exercise appraisal rights under Delaware law (" Dissenting Shares ”)), outstanding immediately prior to the Effective Time, was cancelled and converted into the right to receive $27.00 per share in cash, without interest (the “ Merger Consideration ”). Further, pursuant to the Merger Agreement: (i) At the Effective Time, each option to acquire shares of Company

On the Closing Date, the Company entered into that certain First Amendment to Credit Agreement (the “ First Amendment ”) by and among the Company, as Borrower, Midwest Intermediate HoldCo 2 LLC, as Holdings, each lender party thereto and Royal Bank of Canada, as Administrative Agent and Collateral Agent, which amends that certain Credit Agreement, dated as of November 22, 2022, by and among the Company, as Borrower, the lenders from time to time party thereto, Royal Bank of Canada, as Administrative Agent and Collateral Agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the Closing Date, the “ Original Credit Agreement ”; the Original Credit Agreement as amended by the First Amendment, the “ Amended Credit Agreement ”) to, among other things, permit the Merger, extend the maturity date of the commitments by three years to December 20, 2026 and increase pricing by 25 basis points.