Abacus Life Inc
For the period ended Jun 30, 2024. Filed Aug 12, 2024.
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Jun 30, 2024 · Filed Aug 12, 2024
ABX$9.13+1.6%Stored close · as of Nov 10, 2026
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Item 6. Exhibits
| The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q. | |
|---|---|
| ExhibitNumber | Description |
| 2.1 | Agreement and Plan of Merger, dated as of August 30, 2022, by and among East Resources Acquisition Company, LMA Merger Sub, LLC, Abacus Merger Sub, LLC, Longevity Market Assets, LLC and Abacus Settlements, LLC, incorporated by reference from the Company’s Form 8-K filed August 30, 2022. |
| 2.2 | First Amendment to Agreement and Plan of Merger, dated as of October 14, 2022, by and among East Resources Acquisition Company, LMA Merger Sub, LLC, Abacus Merger Sub, LLC, Longevity Market Assets, LLC and Abacus Settlements, LLC, incorporated by reference from the Company’s Form 8-K filed October 14, 2022. |
| 2.3 | Second Amendment to Agreement and Plan of Merger, dated as of April 20, 2023, by and among East Resources Acquisition Company, LMA Merger Sub, LLC, Abacus Merger Sub, LLC, Longevity Market Assets, LLC and Abacus Settlements, LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K (File No. 001-39403) filed with the SEC on April 20, 2023), incorporated by reference from the Company’s Form 8-K filed April 20, 2023. |
| The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q. | |
|---|---|
| ExhibitNumber | Description |
| 2.4 | Share Purchase Agreement, by and among Abacus Life, Inc., Carlisle Management Company S.C.A., Carlisle Investment Group S.A.R.L., the Sellers party thereto, Jose Eseteban Casares Garcia, Manorhaven Holdings, LLC, Pacific Current Group Limited, certain equityholders of CMC Vehicle, LLC and Pillo Portsmouth Holding Company, LLC, in its capacity as the Sellers’ Representative thereunder, dated as of July 18, 2024 incorporated by reference from the Company’s 8-K filed July 18, 2024. |
| 3.1 | Second Amended and Restated Certificate of Incorporation of Abacus Life, Inc., incorporated by reference from the Company’s 8-K filed July 6, 2023. |
| 3.2 | Amended and Restated Bylaws of Abacus Life, Inc., incorporated by reference from the Company’s Form 8-K filed July 6, 2023. |
| 4.1 | Specimen Common Stock Certificate, incorporated by reference from the Company’s Form S-1 filed July 2, 2020. |
| 4.2 | Specimen Warrant Certificate, incorporated by reference from the Company’s Form S-1 filed July 2, 2020. |
| 4.3 | Warrant Agreement, dated July 23, 2020 between East Resources Acquisition Company and Continental Stock Transfer & Trust Company, as warrant agent, incorporated by reference from the Company’s Form 8-K filed July 27, 2020. |
| 4.4 | Unsecured Promissory Note, dated as of June 30, 2023, issued to Sponsor, incorporated by reference from the Company’s Form 8-K filed July 6, 2023. |
| 4.5 | Amended and Restated Unsecured Promissory Note, dated as of July 5, 2023, issued to East Asset Management, LLC, incorporated by reference from the Company’s Form 8-K filed July 6, 2023. |
| 4.6 | Credit Agreement, dated as of July 5, 2023, among Abacus Life, Inc., as borrower, the several lenders from time to time party thereto, Owl Rock Capital Corporation, as administrative agent, and collateral agent, incorporated by reference from the Company’s Form 8-K filed July 6, 2023. |
| 4.7 | Asset Purchase Agreement, dated as of July 5, 2023, between Abacus Investment SPV, LLC, as seller, and Abacus Life, Inc., as purchaser, incorporated by reference from the Company’s Form 8-K filed July 6, 2023. |
| 4.8 | SPV Investment Facility, dated July 5, 2023, between Abacus Life, Inc., as borrower, and Abacus Investment SPV, LLC, as lender, incorporated by reference from the Company’s Form 8-K filed July 6, 2023. |
| 4.9 | Unsecured Promissory Note for funds drawn under the SPV Investment Facility, dated as of July 5, 2023, issued to Abacus Investment SPV, LLC, incorporated by reference from the Company’s Form 8-K filed July 6, 2023. |
| 4.10 | Unsecured Promissory Note for value of polices received under the SPV Investment Facility, dated as of July 5, 2023, issued to Abacus Investment SPV, LLC, incorporated by reference from the Company’s Form 8-K filed July 6, 2023. |
| 4.11 | Base Indenture, incorporated by reference from the Company’s Form 8-K filed November 13, 2023. |
| 4.12 | Supplemental Indenture, incorporated by reference from the Company’s Form 8-K filed November 13, 2023. |
| 4.13 | Form of 9.875% Fixed Rate Senior Notes due 2028 (included in Exhibit 4.12). |
| 4.14 | Description of registrant’s securities 2023. |
| 10.1 | Warrant Forfeiture Agreement, dated as of June 30, 2023, by and among East Resources Acquisition Company and Sponsor incorporated by reference from the Company’s Form 8-K filed July 6, 2023. |
| 10.2 | Amended and Restated Registration Rights Agreement, dated as of June 30, 2023, by and among the Company, Sponsor, certain equityholders of East Resources Acquisition Company named therein and certain equityholders of the LMA and Legacy Abacus named therein, incorporated by reference from the Company’s Form 8-K filed July 6, 2023. |
| 10.3 | Letter Agreement, dated as of July 23, 2020, among the Company, its officers and directors and the Sponsor, incorporated by reference from the Company’s Form 8-K filed July 27, 2020. |
| 10.4 | Form of Indemnification Agreement, incorporated by reference from the Company’s Form 8-K filed July 6, 2023. |
| The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q. | |
|---|---|
| ExhibitNumber | Description |
| 10.5 | Abacus Life, Inc. 2023 Long-Term Equity Incentive Plan, incorporated by reference from the Company’s Form 8-K filed July 6, 2023. |
| 10.5.1 | Amended and Restated Abacus Life, Inc. 2024 Long-Term Equity Incentive Plan, incorporated by reference to the Definitive Proxy Statement on Schedule 14A of Abacus Life, Inc. filed on April 29, 2024. |
| 10.6 | Form of Restricted Stock Unit Award granted under the Abacus Life, Inc. 2023 Long-Term Equity Incentive Plan, incorporated by reference from the Company’s Form 8-K filed July 6, 2023. |
| 10.7 | Form of Option Award granted under the Abacus Life, Inc. 2023 Long-Term Equity Incentive Plan, incorporated by reference from the Company’s Form 8-K filed July 6, 2023. |
| 10.8 | Form of Employment Agreement, incorporated by reference from the Company’s Form S-1 filed July 25, 2023. |
| 10.9.1 | Sponsor Support Agreement, dated as of August 30, 2022, by and among the East Resources Acquisition Company, Sponsor, LMA and Legacy Abacus, incorporated by reference from the Company’s Form 8-K filed August 30, 2022. |
| 10.9.2 | Amendment No. 1 to the Sponsor Support Agreement, dated as of December 20, 2023, by and among Abacus Life, Inc., Longevity Market Assets, LLC, Abacus Settlements, LLC and East Sponsor, LLC, incorporated by reference from the Company’s 8-K filed December 29, 2023. |
| 10.10.1 | Company Support Agreement, dated as of August 30, 2022, by and among East Resources Acquisition Company, LMA, Legacy Abacus and the other parties signatory thereto, incorporated by reference from the Company’s Form 8-K filed August 30, 2022. |
| 10.10.2 | Amendment No. 1 to the Company Support Agreement, dated as of December 20, 2023, by and among Abacus Life, Inc., Longevity Market Assets, LLC, Abacus Settlements, LLC, T. Sean McNealy, K. Scott Kirby, Matthew A, Ganovsky incorporated by reference from the Company’s 8-K filed December 29, 2023. |
| 10.11 | Restriction agreement, entered into on June 30, 2023, between the Company and Jay Jackson, in the form included as Annex I to the Company’s Definitive Proxy Statement on Schedule 14A as filed with the SEC on June 5, 2023. |
| 14.1 | Code of Business Conduct and Ethics of Abacus Life, Inc., incorporated by reference from the Company’s Form 8-K filed July 6, 2023. |
| 21.1 | Subsidiaries of the Company, incorporated by reference from the Company’s Form 8-K filed July 6, 2023. |
| 23.1 | Consent of Grant Thornton LLP |
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** |
| 32.2 | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** |
| 97.1 | Clawback policy. |
| 101 | The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL) includes: (i) the Consolidated Balance Sheets, (ii) the Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income, (iii) the Unaudited Consolidated Statements of Stockholders’ Equity, (iv) the Unaudited Consolidated Statements of Cash Flows, (v) and (vi) the Condensed Notes to Consolidated Financial Statements. |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q. | ||
|---|---|---|
| ExhibitNumber | Description | |
| * Filed herewith | ||
| ** Furnished herewith | ||
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