Exhibit 10.16


 


Execution Version


 


AMENDMENT TO


FORWARD PURCHASE AGREEMENT


 


This AMENDMENT, dated as of May 24, 2017 (this
“Amendment”), amends that certain Forward Purchase Agreement, dated as of April 18, 2016, as amended (the “Agreement”),
by and among CF Corporation (the “Company”), CFS Holdings (Cayman), L.P. (the “Purchaser”)
and, solely for the purposes of Section 6 thereof, CF Capital Growth, LLC (the “Sponsor”).


 


RECITALS:


 


WHEREAS, the Company, FGL US Holdings Inc.,
a Delaware corporation and wholly owned indirect subsidiary of the Company (“Parent”), FGL Merger Sub Inc.,
a Delaware corporation and wholly owned direct subsidiary of Parent, and Fidelity & Guaranty Life, a Delaware corporation (“FGL”),
have entered into that certain Agreement and Plan of Merger, dated as of the date hereof (as it may be amended, restated, supplemented
or otherwise modified from time to time, the “Merger Agreement”); and


 


WHEREAS, in connection with the Merger Agreement,
the parties to the Agreement now desire to amend the Agreement in accordance with Section 9(l) of the Agreement and as set
forth herein.


 


NOW, THEREFORE, in consideration of the mutual
promises and covenants contained herein, and in reliance upon the representations, warranties, conditions, agreements and covenants
contained herein, and intending to be legally bound hereby, the parties hereby agree as follows:


 


1.           Definitions.
All capitalized terms used but not defined in this Amendment shall have the meaning assigned to such terms in the Agreement and
the construction provisions set forth in Section 9(o) of the Agreement shall also apply to this Amendment.


 


2.           Amendments
to the Agreement.


 


(a)          Section
1(a)(v) of the Agreement is hereby amended by deleting the first sentence and replacing it with the following sentence:


 


“Notwithstanding anything to the
contrary herein, but subject to the last sentence of this Section 1(a)(v), the Purchaser shall be excused from its obligation to
purchase the Forward Purchase Securities in connection with such Business Combination if, within five (5) Business Days’
following written notice (the “Transaction Notice”) delivered by the Company to the Purchaser (the “Excusal
Date”) of its intention to enter into such Business Combination with one or more particular businesses, the Purchaser
delivers to the Company written notice (an “Excusal Notice”) that it has decided not to purchase the Forward
Purchase Securities for any reason, including, without limitation, if it has determined that such purchase would constitute a conflict
of interest.”


 




     


     


    

 


and Section 1(a)(v) is further amended
by adding the following sentence at the end of such section:


 


“Notwithstanding the foregoing,
the provisions of this Section 1(a)(v) shall not apply in respect of any proposed or actual Business Combination with or involving
Fidelity & Guaranty Life, a Delaware corporation (“FGL”), or any
of its affiliates.”


 


(b)          Section
7(a) of the Agreement is hereby amended by adding the following sentence at the end of such section:


 


“Notwithstanding the foregoing,
the obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall not be
subject to the fulfillment, at or prior to the FPS Closing, of the conditions set forth in Section 7(a)(ii) through Section 7(a)(v)
in respect of any proposed or actual Business Combination with or involving FGL or any of its affiliates.”


 


(c)          Section
8(b) of the Agreement is hereby amended by adding the following sentence at the end of such section:


 


“Notwithstanding the foregoing,
the provisions of Sections 8(b)(iv), Section 8(b)(vi) and, solely in respect of a voluntary or involuntary petition under United
States federal bankruptcy laws or any state insolvency law relating to Chinh E. Chu, William P. Foley and the Sponsor, Section
8(b)(v), shall not apply during such time as that certain Agreement and Plan of Merger, dated as of May 24, 2017, by and among
the Company, FGL US Holdings Inc., a Delaware corporation and wholly owned indirect subsidiary of the Company (“Parent”),
FGL Merger Sub Inc., a Delaware corporation and wholly owned direct subsidiary of Parent, and FGL (as it may be amended, restated,
supplemented or otherwise modified from time to time, the “Merger Agreement”) remains in force and effect.”


 


(d)          Section
9(f) of the Agreement is hereby deleted in its entirety and replaced with the following paragraph:


 


“Assignments. Except as
otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations
hereunder without the prior written consent of the Company, the Sponsor and the Purchaser, and, for so long as the Merger Agreement
remains in force and effect, FGL.”


 




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(e)          Section
9(l) of the Agreement is hereby deleted in its entirety and replaced with the following paragraph:


 


“Amendments. This Agreement
may not be amended, modified or waived as to any particular provision, except with the written consent of the Company, the Sponsor
and the Purchaser, and, for so long as the Merger Agreement remains in force and effect, FGL.”


 


(f)           Section
9(r) of the Agreement is hereby deleted in its entirety and replaced with the following paragraph:


 


“Specific Performance.
The Purchaser agrees that irreparable damage may occur in the event any provision of this Agreement was not performed by the Purchaser
in accordance with the terms hereof and that the Company (and FGL for purposes of Section 9(t)) shall be entitled to specific performance
of the terms hereof, in addition to any other remedy at law or equity.”


 


(g)          Section
9 of the Agreement is further amended by inserting the following paragraph as Section 9(t):


 


“No Third Party Beneficiaries.
The parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit
of the other parties hereto and their successors and permitted assigns, in accordance with and subject to the terms of this Agreement,
and nothing in this Agreement, express or implied, is intended to, and does not, confer upon any Person other than the parties
hereto and their respective successors and permitted assigns any rights or remedies hereunder or any rights under this Agreement;
provided, however, that FGL is hereby made an express third party beneficiary of Section 1, Section 7(a), Section
8(b), Section 9(f), Section 9(l), Section 9(r) and this Section 9(t) during such time as the Merger Agreement remains in force
and effect and is entitled to the rights and benefits hereunder and may enforce the provisions of Section 1, Section 7(a), Section
8(b), Section 9(f), Section 9(l), Section 9(r) and this Section 9(t) as if it were a party hereto; and provided further,
however, that any rights, claims or disputes asserted in good faith by FGL prior to any termination of the Merger Agreement
shall not thereafter be barred and such rights, claims or disputes shall instead survive until finally resolved.


 




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3.           Miscellaneous.


 


(a)          Except
as expressly amended and/or superseded by this Amendment, the Agreement remains and shall remain in full force and effect. This
Amendment shall not constitute an amendment or waiver of any provision of the Agreement, except as expressly set forth herein.
Upon the execution and delivery hereof, the Agreement shall thereupon be deemed to be amended and supplemented as hereinabove set
forth as fully and with the same effect as if the amendments and supplements made hereby were originally set forth in the Agreement.
This Amendment and the Agreement shall each henceforth be read, taken and construed as one and the same instrument, but such amendments
and supplements shall not operate so as to render invalid or improper any action heretofore taken under the Agreement. If and to
the extent there are any inconsistencies between the Agreement and this Amendment with respect to the matters set forth herein,
the terms of this Amendment shall control. References in the Agreement to the Agreement shall be deemed to mean the Agreement as
amended by this Amendment.


 


(b)          This
Amendment, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State
of Delaware, without giving effect to its choice of laws principles.


 


(c)          The
parties (i) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of New York and to the jurisdiction
of the United States District Court for the Southern District of New York for the purpose of any suit, action or other proceeding
arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or
based upon this Amendment except in state courts of New York or the United States District Court for the Southern District of New
York and (iii) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or
proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt
or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue
of the suit, action or proceeding is improper or that this Amendment or the subject matter hereof may not be enforced in or by
such court.


 


(d)          The
parties hereto hereby waive any right to a jury trial in connection with any litigation pursuant to this Amendment and the transactions
contemplated hereby.


 


(e)          No
party hereto may assign either this Amendment or any of its rights, interests, or obligations hereunder without the prior written
consent of the Company, the Sponsor and the Purchaser, and, for so long as the Merger Agreement remains in force and effect, FGL.


 


(f)           Section
9(a), Section 9(d), Section 9(e), Section 9(h), Section 9(i), Section 9(m), Section 9(n),
Section 9(o), Section 9(q) (it being understood and agreed that nothing in this Section 3(f) shall invalidate, modify
or otherwise affect any consent or waiver granted by any of the parties hereto in connection with the Agreement) and Section
9(r) of the Agreement are each hereby incorporated by reference mutatis mutandis.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the undersigned have
executed this Amendment to be effective as of the date first set forth above.


 


	 	PURCHASER:
	 	 
	 	CFS Holdings (Cayman), L.P.
	 	 	 
	 	By:	CFS Holdings (Cayman)

Manager L.L.C., its general partner



 


	 	By:	/s/ Christopher J. James
	 	Name:	Christopher J. James
	 	Title:  	Authorized Signatory



 


	 	COMPANY:
	 	 	 
	 	CF CORPORATION
	 	 	 
	 	By:	/s/ Chinh Chu
	 	Name:	Chinh Chu
	 	Title:	Co-Executive Chairman
	 	 	 
	 	SPONSOR (solely for the purposes of Section 6 of the Agreement):
	 	 
	 	CF CAPITAL GROWTH, LLC
	 	 	 
	 	By:	/s/ Chinh Chu
	 	Name:	Chinh Chu
	 	Title:	Managing Member


 


[Signature Page to Amendment to CFS Forward
Purchase Agreement]