Exhibit 10.1


 


COOPERATION AGREEMENT


 


This Cooperation Agreement, dated as of April 8,
2022 (this “Agreement”), is by and among the persons and entities listed on Schedule A (collectively, the “Salem
Group”, and each individually a “member” of the Salem Group) and Midwest Holding Inc., a Delaware corporation
(the “Company”). In consideration of and reliance upon the mutual covenants and agreements contained in this Agreement,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:


 


		1.	Board Representation and Board
Matters.



 


		(a)	The Company and the Salem Group
agree as follows:



 


(i)            As
long as the Salem Group has not materially breached this Agreement and failed to cure such breach within three (3) business days
of written notice from the Company specifying any such breach, the Company agrees that the Company’s slate of three nominees for
election to the Board of Directors of the Company (the “Board”) at the 2022 annual meeting of stockholders of the Company
(the “2022 Annual Meeting”) will include, subject to his willingness and consent to serve, Kevin Sheehan (the “Independent
Director”) to the Board as a nominee to the class of Directors being elected at the 2022 Annual Meeting (the “2022
Company Slate”, with a term expiring at the 2025 annual meeting of stockholders of the Company (the “2025 Annual Meeting”).


 


(ii)           The
Company shall use reasonable best efforts to cause the election of the Independent Director at the 2022 Annual Meeting (including by (x) recommending
that the Company’s stockholders vote in favor of the election of the Independent Director, (y) including the Independent Director
in the Company’s proxy statement and proxy card for the 2022 Annual Meeting, and (z) otherwise supporting the Independent Director
for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees in the aggregate).
The Salem Group agrees not to conduct a proxy contest or engage in any solicitation of proxies regarding any matter, including the election
of directors, with respect to the 2022 and 2023 annual meetings of stockholders (or special meetings of stockholder in which director(s) are
to be elected.)


 


(iii)          That
as a condition to the Independent Director’s (and any replacement Independent Director’s) nomination for election, the Independent
Director will provide to the Company, in connection with his nomination and on an on-going basis while serving as a member of the Board,
such information and materials as the Company routinely receives from other members of the Board or as is required to be disclosed in
proxy statements under applicable law or as is otherwise reasonably requested by the Company from time-to-time from all members of the
Board in connection with the Company’s legal, regulatory, auditor or stock exchange requirements, including, but not limited to,
a completed D&O Questionnaire in the form separately provided by the Company to the Salem Group and any biographical affidavits and
other filings required by the National Association of Insurance Commissioners and information required in connection with the Company’s
insurance business in existing states and future expansion into new states (the “Nomination Documents”).


 






     


     


    

 


(iv)          That,
subject to Section 1(a)(v) below, should the Independent Director resign from the Board or be rendered unable to, or refuse
to, be appointed to, or for any other reason fail to serve or is not serving, on the Board (other than as a result of not being nominated
by the Company for election at an annual meeting of stockholders subsequent to the 2023 Annual Meeting, following which the Salem Group’s
replacement rights pursuant to this Section 1(a)(iv) shall terminate), as long as the Salem Group has not materially breached
this Agreement and failed to cure such breach within three (3) business days of written notice from the Company specifying any such
breach, the Company shall cause to be added as a member of the Board or as a nominee on the 2022 Company Slate, as applicable, a replacement
independent director that is mutually acceptable to the Board and the Salem Group, who will then be deemed to be the Independent Director
hereunder.


 


(v)           For
the avoidance of doubt, the Board’s approval of a replacement director pursuant to Section 1(a)(v) shall require that
such replacement does: (A) qualify as “independent” pursuant to the independence requirements of the Nasdaq Capital Market
Stock Exchange, (B) have the relevant financial and business experience to be a director of the Company, (C) satisfy the requirements
set forth in the Company Policies (as defined below), in each case as in effect as of the date of this Agreement or such additional or
amended guidelines and policies approved by the Board that are applicable to all directors of the Company, (collectively clauses (A) through
(C), the “Director Criteria”); provided that (i) no new Director Criteria will be adopted that would have prevented the
Independent Director from becoming a director had such criteria been in effect as of the date of this Agreement, and (ii) the Company
acknowledges that the Independent Director satisfies the requirements of Section 1(a)(v)(B).


 


(vi)          Concurrently
with the election to the Board of the Independent Director and subject to compliance with all stock exchange rules, the Board will consider
appropriate appointments for the Independent Director to applicable Board committees as they would consider such appointments for other
Board candidates. Notwithstanding the foregoing, the Company acknowledges that for so long as the Independent Director is a member of
the Board, the Independent Director shall have the same rights as any other director with respect to being permitted to attend (as an
observer and without voting rights) any committee meeting regardless of whether the Independent Director is a member of such committee,
except in cases where privileged matters will be discussed or reviewed (unless the Independent Director commits, in writing, on terms
reasonably satisfactory to the Company, not to share information relating to such matters with the Salem Group, including its Affiliates,
Associates and representatives), where the matters under consideration involve an actual conflict of interest between the Company and
the Salem Group or its Affiliates or Associates, or where, upon advice of outside counsel to the Company, the Independent Director’s
attendance would jeopardize any legal privilege.


 


(b)            At
all times from the date of this Agreement through the termination of his service as a member of the Board, the Independent Director will
need to comply with all written policies, procedures, processes, codes, rules, standards and guidelines applicable to all non-employee
Board members, including the Corporate Governance Guidelines (including the stock ownership requirements set forth therein,) Conflict
of Interest Policy, Code of Business Conduct and Ethics, Insider Trading Policy, and Section 16 and Rule 144 reporting
obligations required by law (collectively, the “Company Policies”), and shall preserve the confidentiality of Company business
and information, including discussions or matters considered in meetings of the Board or Board committees (except to the extent permitted
in the Confidentiality Agreement (as defined below) to be entered into pursuant to Section 5 of this Agreement). The Salem Group
confirms that the Independent Director is not employed by or a consultant of, and is not otherwise an Affiliate or Associate of, any member
of the Salem Group. The Salem Group confirms that the Company may require the replacement of the Independent Director pursuant to Section 1(a)(v) if
he or she becomes an employee, consultant, Affiliate or Associate of any member of the Salem Group.


 






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		2.	Additional Agreements.



 


(a)            Unless
the Company or the Board has breached any material provision of this Agreement and failed to cure such breach within three (3) business
days following the receipt of written notice from the Salem Group specifying any such breach, solely in connection with the 2022 Annual
Meeting, each member of the Salem Group shall (1) cause, in the case of all Voting Securities (as that term is defined below) owned
of record, and (2) instruct and cause the record owner, in the case of all shares of Voting Securities beneficially owned but not
owned of record, directly or indirectly, by it, or by any Salem Group Affiliate, in each case as of the record date of the 2022 Annual
Meeting or as to which the member of the Salem Group otherwise has the power to vote or direct the vote, in each case that are entitled
to vote at the 2022 Annual Meeting, to be present for quorum purposes and to be voted, at the 2022 Annual Meeting or at any adjournment
or postponement thereof, (A) for each nominee on the 2022 Company Slate, (B) against any nominees that are not nominated by
the Board for election at the 2022 Annual Meeting, (C) in favor on the “Say on Pay” proposal, and (D) in favor of
the ratification of the Company’s independent auditor. Except as provided in the foregoing sentence and in Section 2(b), the
Salem Group shall not be restricted from voting or abstaining from any other proposals at the 2022 Annual Meeting.


 


(b)            Unless
the Company or the Board has breached any material provision of this Agreement and failed to cure such breach within three (3) business
days following the receipt of written notice from the Salem Group specifying any such breach, that for any annual meeting of stockholders
subsequent to the 2022 Annual Meeting during the term of this Agreement, Salem Group shall (1) cause, in the case of all Voting Securities
owned of record, and (2) instruct and cause the record owner, in the case of all shares of Voting Securities beneficially owned but
not owned of record, directly or indirectly, by it, or by any Salem Affiliate, in each case as of the record date of the applicable annual
meeting or as to which the member of the Salem Group otherwise has the power to vote or direct the vote, in each case that are entitled
to vote at such special or annual meeting, to be present for quorum purposes and to be voted at such special or annual meeting or at any
adjournment or postponement thereof, (A) for each director nominated by the Board for election at such special or annual meeting,
(B) against any (i) stockholder proposal to increase the size of the Board and (ii) nominees that are not nominated by
the Board for election at such special or annual meeting, and (C) in favor of the ratification of the Company’s auditors. Except
as provided in the foregoing sentence, the Salem Group shall not be restricted from voting or abstaining from any other proposals at any
such annual meeting following the 2022 Annual Meeting.


 






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(c)            Unless
the Company or the Board has breached any material provision of this Agreement and failed to cure such breach within three (3) business
days following the receipt of written notice from the Salem Group specifying any such breach, that for any special meeting of shareholders
that includes a proposal to remove directors or to expand the Board and add directors, then so long as (x) the Independent Director
is a member of the Board at the time of such special meeting or (y) the Salem Group has replacement rights pursuant to clause 1(a)(v) at
such time (including at such special meeting), each member of the Salem Group shall (1) cause, in the case of all Voting Securities
owned of record, and (2) instruct and cause the record owner, in the case of all shares of Voting Securities beneficially owned but
not owned of record, directly or indirectly, by it, or by any Salem Affiliate, in each case as of the record date of the applicable special
meeting or as to which the member of the Salem Group otherwise has the power to vote or direct the vote, in each case that are entitled
to vote at such special meeting, to be present for quorum purposes and to be voted at such special meeting or at any adjournment or postponement
thereof, (A) for each director nominated or supported by the Board for election at such special meeting, and (B) against any
(i) proposal to remove directors or increase the size of the Board and (ii) nominees that are not nominated by the Board for
election at such special meeting. Except as provided in the foregoing sentence, the Salem Group shall not be restricted from voting or
abstaining from any other proposals at any such special or annual meeting.


 


(d)            As
used in this Agreement, the term “Voting Securities” shall mean the Voting Common Stock of the Company that such person has
the right to vote or has the right to direct the vote. For purposes of this Agreement, (x) the term “Affiliate” shall
have the meaning set forth in Rule 12b-2 promulgated by the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”),
and the term “Salem Affiliate” shall mean such Affiliates that are controlled by the members of the Salem Group, and (y) the
term “Associate” shall mean (A) any trust or other estate in which such person has a substantial beneficial interest
or as to which such person serves as trustee or in a similar fiduciary capacity, and (B) any relative or spouse of such person, or
any relative of such spouse, who has the same home as such person or who is a director or officer of such person or of any of its parents
or subsidiaries.


 


		3.	Salem Group Restrictions.



 


(a)            From
and after the appointment of the Independent Director as a nominee to the Board pursuant to Section 1(a)(i) until the Termination
Time (as such term is defined in Section 9 below) (the “Standstill Period”), so long as the Company has not breached
any material provision of this Agreement and failed to cure such breach within three (3) business days following the receipt of written
notice from the Salem Group specifying any such breach, no member of the Salem Group shall, directly or indirectly, and each member of
the Salem Group shall cause each of the Salem Affiliates and Associates not to, directly or indirectly:


 


(i)            form
or join in a partnership, limited partnership, syndicate or a “group” as defined under Section 13(d) of the Exchange
Act, with respect to the securities of the Company;


 


(ii)            present
(or request to present) at any annual meeting or any special meeting of the Company’s stockholders, any proposal for consideration
for action by stockholders or engage in any solicitation of proxies or consents or become a “participant” in a “solicitation”
(as such terms are defined in Regulation 14A under the Exchange Act) of proxies or consents (including, without limitation, any solicitation
of consents that seeks to call a special meeting of stockholders) or, except as provided in this Agreement, otherwise publicly propose
(or publicly request to propose) any nominee for election to the Board or seek representation on the Board or the removal of any member
of the Board;


 






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(iii)           grant
any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s
proxy card for any annual meeting or special meeting of stockholders) or deposit any Voting Securities in a voting trust or subject them
to a voting agreement or other arrangement of similar effect (excluding customary brokerage accounts, margin accounts, prime brokerage
accounts and the like), in each case, except as provided in Section 2(a) or Section 2(b);


 


(iv)          call
or seek to call any special meeting of the Company or action by consent resolutions or make any request under Section 211 of the
Delaware General Corporation Law or other applicable common law or legal provisions regarding inspection of books and records or other
materials (including stock list materials) of the Company or any of its subsidiaries;


 


(v)           separately
or in conjunction with any other person in which it is or proposes to be either a principal, partner or financing source or is acting
or proposes to act as broker or agent for compensation, submit a proposal for or offer of (with or without conditions), any Extraordinary
Transaction (as defined below); provided, however that the foregoing shall not be deemed to restrict Salem Group from having private
discussions with management or the Board if such communications are not publicly disclosed and would not result in public disclosure by
Salem Group, or its Affiliates or Associates, or reasonably be expected to require public disclosure by the Company provided that the
Salem Group shall be permitted to sell or tender their Voting Securities, and otherwise receive consideration, pursuant to any Extraordinary
Transaction; and provided further that (A) if a third party (other than the Salem Group or an Salem Affiliate) commences a
tender offer or exchange offer for all of the outstanding Voting Securities that is not rejected by the Board in its Recommendation Statement
on Schedule 14D-9, then the Salem Group shall similarly be permitted to make an offer for the Company or commence a tender offer or exchange
offer for all of the outstanding Voting Securities at the same or higher consideration per share, provided that the foregoing (y) will
not relieve the Salem Group of its obligations under the Confidentiality Agreement and (z) will not be deemed to require the Company
to make any public disclosures, (B) the Company may waive the restrictions in this Section 3(a)(vi) with the approval of
the Board and (C) provided that, if the Company announces a strategic review and/or sale process Salem Group shall not be prohibited
from submitting a proposal in connection therewith. “Extraordinary Transaction” means, collectively, any of the following
involving the Company or any of its subsidiaries or its or their securities or all or substantially all of the assets or businesses of
the Company and its subsidiaries: any tender offer or exchange offer, merger, acquisition, business combination, reorganization, restructuring,
recapitalization, sale or acquisition of material assets, or liquidation or dissolution;


 


(vi)          seek,
or encourage any person, to submit nominations in furtherance of a “contested solicitation” for the election or removal of
directors with respect to the Company or, except as expressly provided in this Agreement, seek, encourage or take any other action with
respect to the election or removal of any directors;


 






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(vii)         seek
to advise, encourage, support or influence any person with respect to the voting or disposition of any securities of the Company at any
annual meeting or special meeting of stockholders, except in accordance with Section 2(a) or Section 2(b);


 


(viii)        publicly
disclose any intention, plan or arrangement inconsistent with any provision of this Section 3; or


 


(ix)           encourage
or support any other person to take any of the actions described in this Section 3 that the Salem Group is restricted from doing.


 


(b)            Subject
to applicable law, from the date of this Agreement until the end of the Standstill Period, (i) so long as the Company has not breached
any material provision of this Agreement and failed to cure such breach within three (3) business days following the receipt of written
notice from the Salem Group specifying any such breach, neither a member of the Salem Group nor any of the Salem Affiliates or Associates
(including such persons’ officers, directors and persons holding substantially similar positions however titled) shall make, or
cause to be made, by press release or similar public statement, including to the press or media (including social media), or in an SEC
or other public filing, any statement or announcement that disparages (as distinct from objective statements reflecting business criticism)
the Company or the Company’s respective current or former officers or directors and (ii) so long as the Salem Group has not
breached any material provision of this Agreement and failed to cure such breach within three (3) business days following the receipt
of written notice from the Company specifying any such breach, neither the Company nor any of its Affiliates or Associates (including
such persons’ officers, directors and persons holding substantially similar positions however titled) shall make, or cause to be
made, by press release or similar public statement, including to the press or media (including social media), or in an SEC or other public
filing, any statement or announcement that disparages (as distinct from objective statements reflecting business criticism) any member
of the Salem Group or Salem Affiliates or any of their respective current or former officers or directors.


 


(c)            The
Salem Group shall not enter into any agreement with, or compensate, the Independent Director with respect to his role or service (including
voting) as a director of the Company.


 


(d)            No
member of the Salem Group nor any of the Salem Affiliates or Associates shall contact any of the Company’s vendors, suppliers, and
third-party insurance marketing organizations and related network of independent agents; provided however, the foregoing shall not be
deemed to restrict Salem Group from contacting any of the aforementioned parties on matters strictly unrelated to the Company.


 


4.            Public
Announcements. Unless otherwise agreed, the Company shall promptly announce the execution of this Agreement by means of a press release
in the form attached to this Agreement as Exhibit A. The Salem Group will not issue a separate press release. The Salem Group shall
have an opportunity to review in advance the Form 8-K filing to be made by the Company with respect to this Agreement.


 






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5.            Confidentiality
Agreement. The Company hereby agrees that: (i) the Independent Director is permitted to
and may provide confidential information subject to and in accordance with the terms of the confidentiality agreement in the form attached
to this Agreement as Exhibit B (the “Confidentiality Agreement”) (which the Salem Group agrees to execute and deliver
to the Company) and (ii) the Company will execute and deliver the Confidentiality Agreement to the Salem Group substantially contemporaneously
with execution and delivery thereof by the other signatories thereto.


 


6.            Representations
and Warranties of All Parties. Each of the parties represents and warrants to the other party
that: (a) such party has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations
hereunder; (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and binding obligation
of such party, enforceable against such party in accordance with its terms; and (c) this Agreement will not result in a violation
of any terms or conditions of any agreements to which such person is a party or by which such party may otherwise be bound or of any law,
rule, license, regulation, judgment, order or decree governing or affecting such party.


 


7.            Representations
and Warranties of Salem Group. Each member of the Salem Group jointly represents and warrants
that, as of the date of this Agreement, (a) the Salem Group collectively beneficially own, an aggregate of 203,298 outstanding shares
of Voting Securities. Michael Salem may be deemed to have proxy rights in respect of 74,425 outstanding shares of Voting Securities and
Michael Salem owns a stock option to purchase 74,751 Voting Securities, (b) except as set forth in the preceding clause (a) or
as otherwise disclosed to the Company, no member of the Salem Group, individually or in the aggregate with any Salem Affiliate, has any
other beneficial ownership of, or economic exposure to, any Voting Securities, nor does it currently have or have any right to acquire
any interest in any other securities of the Company (or any rights, options or other securities convertible into or exercisable or exchangeable
(whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified
event) for such securities or any obligations measured by the price or value of any securities of the Company or any of its controlled
Affiliates, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the
ownership of Voting Securities, whether or not any of the foregoing would give rise to beneficial ownership (as determined under Rule 13d-3
promulgated under the Exchange Act), and whether or not to be settled by delivery of Common Shares, payment of cash or by other consideration,
and without regard to any short position under any such contract or arrangement), and (c) no member of the Salem Group has any knowledge
of any other stockholder of the Company that intends to submit a notice to the Company to nominate directors at the 2022 Annual Meeting.


 


8.            Representations
and Warranties and Covenants of the Company. The Company represents and warrants, that as of
the date of this Agreement, (a) none of the Company, the Board nor their respective advisors are engaged in discussions to grant
board representation or board designation rights to any other stockholder of the Company, except for the Salem Group, and (b) the
date for the 2022 Annual Meeting is scheduled for June 14, 2022 (and shall, in any event, be held no later than November 15,
2022). As of the date of this Agreement, the Company has not received a proposal from a Company stockholder or group of stockholders with
respect to the 2022 Annual Meeting pursuant to the Company’s advance notice provisions contained in its current Bylaws, nor any
proposals pursuant to Rule 14a-8 of the Exchange Act.


 






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9.            Term.
Following the nomination of the Independent Director to the Board pursuant to Section 1(a)(i), this Agreement shall thereafter terminate
and be of no further force or effect upon the earlier of (a) the date of the conclusion of the Company’s 2023 annual meeting
of stockholders and (b) December 31, 2023 (such earlier date, the “Termination Time”).


 


10.            Remedies;
Venue; Governing Law. The parties hereto recognize and agree that if for any reason any of the
provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable
harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each party agrees that in addition
to other remedies the other party shall be entitled to at law or equity, the other party shall be entitled to an injunction or injunctions
to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Delaware
Court of Chancery or other federal or state courts of the State of Delaware. In the event that any action shall be brought in equity to
enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense, that there is an adequate remedy
at law. Furthermore, each of the parties hereto (i) consents to submit itself to the personal jurisdiction of the Delaware Court
of Chancery or other federal or state courts of the State of Delaware in the event any dispute arises out of this Agreement or the transactions
contemplated by this Agreement, (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other
request for leave from any such court, (iii) agrees that it shall not bring any action relating to this Agreement or the transactions
contemplated by this Agreement in any court other than the Delaware Court of Chancery or the other federal or state courts of the State
of Delaware, and each of the parties irrevocably waives the right to trial by jury, (iv) agrees to waive any bonding requirement
under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief, and (v) irrevocably
consents to service of process by a reputable overnight mail delivery service, signature requested, to the address of such party’s
principal place of business or as otherwise provided by applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING
VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY
WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.


 


10.            No
Litigation. Prior to the Termination Time, each party hereby covenants and agrees that it shall
not, and shall not permit any of its representatives to, directly or indirectly, alone or in concert with others, encourage, pursue or
assist any other person to threaten or initiate, any lawsuit, claim or proceeding before any court (each, a “Legal Proceeding”)
against the other party or any of its representatives based on information known or unknown as of the date of this Agreement, except for
(a) any Legal Proceeding initiated primarily to remedy a breach of or to enforce this Agreement, (b) counterclaims with respect
to any proceeding initiated by, or on behalf of one party or its Affiliates against the other party or its Affiliates; provided, however,
that the foregoing shall not prevent any party or any of its representatives from responding to oral questions, interrogatories, requests
for information or documents, subpoenas, civil investigative demands or similar processes (each, a “Legal Requirement”) in
connection with any Legal Proceeding if such Legal Proceeding has not been initiated by, on behalf of or at the direct or indirect suggestion
of such party or any of its representatives; provided, further, that in the event any party or any of its representatives receives such
Legal Requirement, such party shall give prompt written notice of such Legal Requirement to the other party (except where such notice
would be legally prohibited or not practicable), and (c) any Legal Proceeding that may arise with respect to that certain Severance
and Settlement Agreement and Release by and between A. Michael Salem and the Company dated November 16, 2020. Each party represents
and warrants that neither it nor any assignee has filed any lawsuit against the other party.


 






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11.            No
Waiver. Any waiver by any party of a breach of any provision of this Agreement shall not operate
as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The
failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver
or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.


 


12.            Entire
Agreement. This Agreement and the Confidentiality Agreement contain the entire understanding
of the parties with respect to the subject matter hereof and may be amended only by an agreement in writing executed by the parties hereto.


 


13.            Notices.
All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard
hereto shall be in writing and shall be deemed validly given, made or served, if (a) given by email, when such email is transmitted
to the email address set forth below (provided No “bounce back” or similar message of non-delivery is received with respect
thereto; provided further that notice given by email shall not be effective until either (i) the receiving party’s receipt
of a duplicate copy of such email notice by one of the other methods described in this Section 13 or (ii) the receiving party
delivers a written confirmation of receipt of such notice by email or any other method described in this Section 13), (b) delivered
by hand to the address specified in this Section 13, when actually received by hand providing proof of delivery, or (c) on the
next Business Day if transmitted by national overnight courier (with confirmation of delivery) to the address specified in this Section 13:


 


If to the Company:


 


2900 South 70th Street, Suite 400 


Lincoln, Nebraska 68510 


Attention: Chief Executive Officer and General Counsel


 


With copies to (which shall not constitute notice):


 


Reid A. Godbolt, Esq. 


Jones & Keller, P.C. 


1675 Broadway, 26th Floor 


Denver, Colorado 80202 


Email: rgodbolt@joneskeller.com


 






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If to the Salem Group:


 


AMS Advisors LLC 


1075 Old Post Road 


Bedford, New York 10506 


Attention: A. Michael Salem


 


With copies to (which shall not constitute notice):


 


Olshan Frome Wolosky LLP 


1325 Avenue of the Americas 


New York, New York 10019 


		Attention:	Andrew M. Freedman, Esq.
	 	 	Mark J. Kiley, Esq.






		Email:	afreedman@olshanlaw.com
	 	 	mkiley@olshanlaw.com






 


14.            Severability.
If at any time subsequent to the date of this Agreement, any provision of this Agreement shall be held by any court of competent jurisdiction
to be illegal, void or unenforceable, such provision shall be of No force and effect, but the illegality or unenforceability of such provision
shall have No effect upon the legality or enforceability of any other provision of this Agreement.


 


15.            Counterparts.
This Agreement may be executed (including by PDF) in two or more counterparts which together shall constitute a single agreement.


 


16.            Successors
and Assigns. This Agreement shall not be assignable by any of the parties to this Agreement.
This Agreement, however, shall be binding on successors of the parties hereto.


 


17.            No
Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and
is not enforceable by any other persons.


 


18.            Fees
and Expenses. The Company shall reimburse the Salem Group for its reasonable fees, documented
reasonable out-of-pocket fees (including legal expenses) incurred in connection with the negotiation and execution of this Agreement up
to an amount of $50,000 in the aggregate.


 






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19.            Interpretation
and Construction. Each of the parties hereto acknowledges that it has been represented by counsel
of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the
advice of said independent counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this Agreement
and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product
of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of
law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared
it is of No application and is hereby expressly waived by each of the parties hereto, and any controversy over interpretations of this
Agreement shall be decided without regards to events of drafting or preparation. The section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Unless context otherwise
requires, references herein to Exhibits, Sections or Schedules mean the Exhibits, Sections or Schedules attached to this Agreement. The
term “including” shall be deemed to mean “including without limitation” in all instances. In all instances, the
term “or” shall not be deemed to be exclusive.


 


[Signature Pages Follow]


 






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The
Parties hereto have signed this Agreement as of the date indicated above.


 


	MIDWEST HOLDING INC.	 
	 	 
	By:	/s/ Georgette C. Nicholas	 
	Name: Georgette C. Nicholas	 
	Title: Chief Executive Officer	 


 


	AMS ADVISORS LLC	 
	 	 
	By:	 /s/ A. Michael Salem	 
	Name: A. Michael Salem	 
	Title: Managing Member	 
	 	 
	/s/ A. Michael Salem	 
	A. Michael Salem	 


 






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SCHEDULE A


 


A. Michael Salem


 


AMS Advisors LLC


 






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