SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Midwest Holding Inc.

(Name of Issuer)

Voting Common Stock, par value $0.001 per share

(Title of Class of Securities)

59833J206

(CUSIP Number)

Michael W. Minnich

2900 South 70th Street, Suite 400

Lincoln, Nebraska 68506

(402) 817-5701

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 30, 2023

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*            The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 59833J206

1	Names of reporting persons Michael W. Minnich
2	Check the appropriate box if a member of a group (see instructions) (a)  ¨        (b)  ¨
3	SEC use only
4	Source of funds (see instructions) AF and PF
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)    ¨
6	Citizenship or place of organization United States

Number of shares beneficially owned by each reporting person with	7	Sole voting power: 454,745(1)
	8	Shared voting power: 76,040
	9	Sole dispositive power: 454,745(1)
	10	Shared dispositive power: 0

11	Aggregate amount beneficially owned by each reporting person 530,785
12	Check box if the aggregate amount in Row 11 excludes certain shares (see instructions)
13	Percent of class represented by amount in Row 11 14.2% (2)
14	Type of reporting person (see instructions) IN

(1)  Includes 29,900 shares underlying vested stock options.

(2)  Based on 3,728,601 shares of Voting Common Stock of Midwest Holdings Inc. (the “Issuer”) outstanding as disclosed in the Agreement and Plan of Merger, dated as of April 30, 2023, by and among Midas Parent, LP (“Parent”), Midas Merger Acquisition Sub, Inc. (“Merger Sub”), and the Issuer (the “Merger Agreement”) attached as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on May 1, 2023.

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SCHEDULE 13D

The following constitutes Amendment No. 1 to the Schedule 13D filed by the undersigned (“Amendment No. 1”). As specifically set forth herein, this Amendment No. 1 amends the Reporting Person’s initial filing on Schedule 13D as filed with the Securities and Exchange Commission on January 5, 2021 as specifically set forth herein (the “Initial Schedule 13D”). Except as otherwise specified in this Amendment No. 1, all previous Items are unchanged. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment No. 1 shall have the same meanings herein as are ascribed to such terms in the Initial Schedule 13D.

ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

(b) and (c) of Item 2 are hereby amended to indicate that the address of the principal place of business for Michael W. Minnich (the “Reporting Person”) is 2900 South 70th Street, Suite 400, Lincoln, Nebraska 68506.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The disclosure in Item 4 is incorporated herein by reference.

ITEM 4. PURPOSE OF THE TRANSACTION

The last line of Item 4 of the Initial Schedule 13D is hereby amended to read in its entirety as follows:

The Reporting Person is the President and Chief Investment Officer of the Issuer and a member of its Board of Directors.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

(a)            The Reporting Person directly and indirectly beneficially owns 530,785 shares of Voting Common Stock. Of that amount, (i) 11,669 shares of Common Stock are directly owned by the Reporting Person, (ii) 413,176 of the shares are indirectly owned by the Reporting Person through Rendezvous and (iii) the Reporting Person indirectly holds shared voting rights with respect to 76,040 shares of Voting Common Stock subject to a proxy which is described in Item 6 below. In addition, the Reporting Person holds employee stock options to purchase up to 74,751 shares of Voting Common Stock at $41.25 per share pursuant to the Issuer’s 2020 Long-Term Incentive plan. The options vest in equal installments 60 days after each of the first five anniversaries of the date of grant (11/16/2020), subject to accelerated vesting under certain circumstances. 29,900 vested shares of Voting Common Stock underlying the stock options are included in the Reporting Person’s beneficial ownership in this Schedule 13D, while the remaining 44,851 option shares are not included in the Reporting Person’s beneficial ownership in this Schedule 13D because they are not exercisable within 60 days of the date of this report.

The 530,785 shares of Voting Common Stock beneficially owned by the Reporting Person represents approximately 14.2% of the outstanding Voting Common Stock based on 3,728,601 shares of Voting Common Stock of the Issuer outstanding as disclosed Merger Agreement attached as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on May 1, 2023.

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(b)            The Reporting Person has the sole power to vote and dispose of the 454,745 shares of Voting Common Stock he beneficially owns. The Reporting Person indirectly holds shared voting power over 76,040 shares of Voting Common Stock (defined as the Proxy Shares and described in Item 6 of the Initial Schedule 13D).

(c)            The Reporting Person has not effected any transactions in shares of Voting Common Stock of the Issuer during the sixty days preceding the date of this amended Schedule 13D.

(d)            Not applicable.

(e)            Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

Item 6 is hereby amended to indicate that the Reporting Person is the Issuer’s President and Chief Investment Officer and a member of the Issuer’s Board of Directors and to include the following:

Voting Agreement

On April 30, 2023, the Issuer, Parent, and Merger Sub entered into the Merger Agreement, pursuant to which Merger Sub will merge with and into the Issuer and whereupon Merger Sub will cease to exist and the Issuer will be the surviving corporation in the Merger and will continue as a wholly-owned subsidiary of Parent (the “Merger”).

In connection with the execution of the Merger Agreement, on April 30, 2023, the Reporting Person and Rendezvous entered into a voting agreement with Parent (the “Voting Agreement”), pursuant to which the Reporting Person and Rendezvous agreed to vote the shares of Voting Common Stock beneficially owned by them, excluding the Proxy Shares, in favor of the approval and adoption of the Merger, the Merger Agreement or any related action reasonably required in furtherance thereof, and against any acquisition proposal or any action that would reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the transactions contemplated thereby. Additionally, pursuant to the Voting Agreement, the Reporting Person agreed to (a) waive any and all of his rights with respect to the Stockholders Agreement, and (b) consented to the termination of the Stockholders Agreement, in each case effective and contingent upon the closing of the Merger.

The foregoing description of the Voting Agreement is qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which is filed as Exhibit 99.1.

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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

99.1 Voting Agreement, dated as of April 30, 2023, by and among the Reporting Person, Rendezvous, and Parent.

[Signature Page Follows]

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

		MICHAEL W. MINNICH
Date:	May 3, 2023	/s/ Michael W. Minnich

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EX-99.1

Exhibit 99.1

Execution Version

VOTING AGREEMENT

This VOTING AGREEMENT, dated as of April 30, 2023 (this “Voting Agreement”), is by and among Midas Parent, LP, a Delaware limited partnership (“Parent”), and the stockholders of Midwest Holding Inc., a Delaware corporation (the “Company”), listed on the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement (as defined below).

W I T N E S S E T H:

WHEREAS, concurrently with the execution and delivery of this Voting Agreement, Parent, Midas Merger Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), and the Company are entering into an Agreement and Plan of Merger dated as of the date hereof (as the same may be amended or supplemented, the “Merger Agreement”) providing for, among other things, the merger of Merger Sub with and into the Company, with the Company being the surviving entity in such merger (the “Merger”) in accordance with the Merger Agreement and the General Corporation Law of the State of Delaware (the “DGCL”) subject to the terms and conditions set forth therein;

WHEREAS, the Stockholders are the beneficial owners (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934 (the “Exchange Act”)) of the number of shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) and other Company Securities set forth across from each such Stockholder’s name on Schedule A hereto (such shares of Company Common Stock, together with any other Company Common Stock and any additional Company Securities of which the Stockholder acquires record or beneficial ownership during the Support Period (as defined below), collectively, such Stockholder’s “Subject Shares”); and

WHEREAS, as an inducement to Parent and Merger Sub to enter into the Merger Agreement and consummate the transactions contemplated by the Merger Agreement, each Stockholder has agreed to enter into this Voting Agreement and vote (or cause to be voted) all of its Subject Shares as set forth in this Voting Agreement.

NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth below for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows:

Section 1. Representations and Warranties of the Stockholders. Each Stockholder hereby represents and warrants (severally and not jointly) and solely as to itself, to Parent as follows:

(a) Authority; Enforceability. Such Stockholder is either an entity duly incorporated or otherwise formed, validly existing and, to the extent such concept is applicable, in good standing under the laws of its jurisdiction of incorporation or formation, as applicable, with full corporate or other organizational power and authority to, or a natural person with full legal capacity and right to, execute and deliver this Voting Agreement and perform such Stockholder’s obligations under this Voting Agreement and to consummate the transactions contemplated hereby, and no other actions on the part of such Stockholder are necessary to authorize the execution, delivery or performance of this Voting Agreement or the consummation of the transactions contemplated hereby. If such Stockholder is an entity, the execution and delivery by such Stockholder of this Voting Agreement and performance by such Stockholder of its obligations under this Voting Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate or other organizational action on the part of such Stockholder.

(b) Execution; Delivery. Such Stockholder has duly executed and delivered this Voting Agreement, and this Voting Agreement constitutes the valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity.

(c) No-Conflicts. Except as noted on Schedule 1(d), no consent of, or registration or filing with, any Governmental Entity is required to be obtained or made by such Stockholder in connection with the execution, delivery and performance of this Voting Agreement, the consummation of the transactions contemplated hereby or compliance by such Stockholder with any of the provisions hereof, other than such reports, schedules or statements under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Voting Agreement and the transactions contemplated hereby. None of the execution and delivery of this Voting Agreement by such Stockholder, the performance by such Stockholder of any of its covenants, agreements or obligations under this Voting Agreement, or the consummation by such Stockholder of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) if such Stockholder is an entity, result in any breach of any provision of such Stockholder’s organizational documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, cancellation, modification or acceleration under, any of the terms, conditions or provisions of any Contract or other instrument or obligation of any kind, including any voting agreement, proxy arrangement, pledge agreement, shareholders agreement or voting trust to which such Stockholder or any of such Stockholder’s Affiliates is a party or any of their properties or assets are subject, (iii) violate, or constitute a breach under, any Order or Law to which such Stockholder or any of such Stockholder’s Affiliates or any of their properties or assets are subject or (iv) result in the creation of any Lien upon the Subject Shares,.

(d) The Subject Shares. Such Stockholder is the beneficial owner and, except as noted on Schedule A, the record owner, of, its Subject Shares, free and clear of any Lien (other than (i) the Merger Agreement, (ii) this Voting Agreement, (iii) as set forth on Schedule 1(d) hereto, and (iv) restrictions under applicable securities laws). None of the Subject Shares are subject to any voting trust or other agreement with respect to the voting of the Subject Shares, except as contemplated by this Voting Agreement or as set forth on Schedule 1(d) hereto. Except as set forth on Schedule 1(d) hereto, such Stockholder has the sole voting and sole dispositive power with respect to its Subject Shares and, except for the Merger Agreement and this Voting Agreement and as set forth on Schedule 1(d) hereto, the Stockholder is not party to or bound by (x) any option, warrant, purchase right or other contract that would either alone or in connection with one or more events or developments (including after the satisfaction or waiver of any conditions precedent thereunder) require such Stockholder to, directly or indirectly, transfer any of the Subject Shares other than to an Affiliate or its direct or indirect members, partners or shareholders or (y) any voting trust, proxy or other contract with respect to the voting or, direct or indirect, transfer of any of the Subject Shares other than to an Affiliate or its direct or indirect members, partners or shareholders. As of the date hereof, the Stockholder does not own, beneficially or of record, any shares of Company Common Stock or other Company Securities other than its Subject Shares.

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(e) No Proceedings. As of the date hereof, there are no (i) Legal Actions pending or, to such Stockholder’s knowledge, threatened against such Stockholder or any of its assets, or (ii) outstanding Orders to which such Stockholder or any of its assets are subject or bound, that in either case, would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impair the ability of such Stockholder to perform its obligations under this Voting Agreement.

(f) Acknowledgment. Such Stockholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Stockholder’s execution, delivery and performance of this Voting Agreement and the representations, warranties, covenants and obligations of such Stockholder contained herein.

Section 2. Representations and Warranties of Parent. Parent hereby represents and warrants to each Stockholder as follows:

(a) Authority; Enforceability. Parent has all requisite corporate power and authority to execute this Voting Agreement and to consummate the transactions contemplated hereby. The execution and delivery by Parent of this Voting Agreement and consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Parent.

(b) Execution; Delivery. Parent has duly executed and delivered this Voting Agreement, and this Voting Agreement constitutes the valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity.

(c) No-Conflicts. No consent of, or registration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Parent in connection with the execution, delivery and performance of this Voting Agreement or the consummation of the transactions contemplated hereby, other than reports, schedules or statements by Parent under Sections 13(d) and 16 of the Exchange Act as may be required in connection with this Voting Agreement and the transactions contemplated hereby.

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(d) No Proceedings. As of the date hereof, there are no (i) Legal Actions pending or, to Parent’s knowledge, threatened against Parent, any of its Subsidiaries or any of their respective assets, or (ii) outstanding Orders to which Parent, any of its Subsidiaries or any of their respective assets are subject or bound, that in either case, would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impair the ability of Parent to perform its obligations under this Voting Agreement or the Merger Agreement.

Section 3.Covenants of the Stockholders.

(a) Voting. During the Support Period (as defined below), each Stockholder hereby irrevocably and unconditionally covenants and agrees to Parent and the Company as follows:

(i) at any meeting of stockholders of the Company, however called, or in any other circumstances upon which a vote with respect to the Merger Agreement, the Merger, any other transaction contemplated by the Merger Agreement or any other matter recommended by the Company Board relating to and consistent with the transaction contemplated by the Merger Agreement is sought, including in any action by written consent of the stockholders of the Company (each, a “Company Stockholders Meeting”), each Stockholder shall (solely in its capacity as a stockholder of the Company), and shall cause any other holder of record of, or Person with voting authority with respect to, such Stockholder’s Subject Shares to: (A) appear (in person or by proxy) at each such Company Stockholders Meeting or otherwise cause each Subject Share of such Stockholder to be counted as present thereat for purposes of calculating a quorum, to the extent the Subject Shares may appear or be present; and (B) vote (or cause to be voted) all of the Subject Shares of such Stockholder, to the extent the Subject Shares may vote on the matter in question, (x) in favor of obtaining the Requisite Company Vote and the other transactions contemplated by the Merger Agreement, including the approval and adoption of the Merger, the Merger Agreement or any related action reasonably required in furtherance thereof, and any other matter recommended by the Company Board relating to and consistent with the transaction contemplated by the Merger Agreement and (y) in favor of any adjournment or postponement by the Company with respect to any Company Stockholders Meeting to the extent permitted or required pursuant to Section 5.05(a) of the Merger Agreement;

(ii) at any Company Stockholders Meeting, each Stockholder shall (solely in its capacity as a stockholder of the Company) and shall cause any other holder of record of, or Person with voting authority with respect to, such Stockholder’s Subject Shares to, vote all of the Subject Shares of such Stockholder, to the extent the Subject Shares may vote on the matter in question, against (A) any Takeover Proposal (other than the Merger Agreement and the Merger), or any other proposal made in opposition to, in competition with, or inconsistent with, the Merger Agreement, the Merger or the transactions contemplated by the Merger Agreement, or (B) any action, agreement or proposal that would reasonably be expected by such Stockholder to (i) prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated by the Merger Agreement, including any amendment of the Company’s or any of its Subsidiaries’ organizational documents that would reasonably be expected to prevent, materially delay or materially impair the ability of Parent, the Company or Merger Sub to complete the Merger or the other transactions contemplated by the Merger Agreement, or that would or would reasonably be expected to prevent, materially delay or materially impair the consummation of the Merger or the other transactions contemplated by the Merger Agreement, (ii) result in any of the conditions to the Company’s obligations set forth in Article VI of the Merger Agreement not being satisfied on a timely basis, (iii) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Merger Agreement or (iv) result in a breach in respect of any covenant, representation, warranty or any other obligation or agreement of any Stockholder under this Agreement; and

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(iii) each Stockholder shall not, directly or indirectly, after the date hereof, except as expressly provided in this Voting Agreement (A) sell, transfer, assign, pledge, encumber, hypothecate or otherwise dispose of (whether by sale, liquidation, dissolution, dividend or distribution) or consent to any of the foregoing (any such action, a “Transfer”), or cause to be Transferred, any Subject Shares to any Person or Persons other than pursuant to the Merger, provided that such Stockholder shall be permitted to Transfer any Subject Shares to its Affiliates or its direct or indirect members, partners or shareholders, in each case, if and only if such transferees irrevocably agree in writing pursuant to the form of joinder agreement attached hereto as Exhibit A (the “Joinder”) to be bound by all terms in this Voting Agreement with respect to such Subject Shares (“Permitted Transfer”), or (B) except in connection with a Permitted Transfer, enter into any voting arrangement, whether by proxy, power of attorney, voting trust, voting agreement or otherwise, with respect to any Subject Shares that is inconsistent in any respect with the Stockholder’s obligations, covenants, agreements, representations or warranties under this Voting Agreement. Any Transfer or attempted Transfer of any Subject Shares in violation of this Section 3(a)(iii) shall be null and void and of no effect whatsoever.

The “Support Period” shall commence on the date hereof and continue until (and terminate upon) the first to occur of (1) the Effective Time, (2) the termination of the Merger Agreement in accordance with its terms, (3) with respect to any Stockholder, the mutual written agreement of such Stockholder and Parent or (4) any amendment to the Merger Agreement that decreases the amount of, or changes the form of, the Merger Consideration or increases the liabilities or obligations of such Stockholder without the consent of such Stockholder, upon written notice by such Stockholder to Parent within ten (10) Business Days of such amendment.

(iv)  Promptly following the written request of Parent, or upon a Stockholder’s or any of its Affiliates’ acquisition of beneficial (as defined in Rule 13d-3 under the Exchange Act) or record ownership of additional shares of Company Common Stock or other Company Securities after the date hereof, such Stockholder will send to Parent a written notice setting forth the number of Subject Shares beneficially owned by such Stockholder or any of its Affiliates and indicating the capacity in which such Subject Shares are owned. Each Stockholder agrees to cause any of its transferees or controlled Affiliates that acquires any shares of Company Common Stock or other Company Securities on or after the date hereof to execute a Joinder with respect to such shares to the same extent such shares would be subject to this Agreement had they been acquired by such Stockholder, and to the extent the Stockholder has the right to vote such shares of Common Stock or other Company Securities in respect of the Merger or otherwise has rights with respect to such shares subject to the provisions hereof, such shares or other Company Securities shall be deemed Subject Shares for all purposes hereunder.

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(b) Grant of Irrevocable Proxy.

(i) During the Support Period, each Stockholder hereby irrevocably and unconditionally grants to, and appoints, Parent and any designee thereof as such Stockholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of such Stockholder, to vote or cause to be voted (including by proxy or written consent, if applicable) the Subject Shares of such Stockholder as of the applicable record date in accordance with the requirements of Section 3(a); provided, that each Stockholder’s grant of the proxy contemplated by this Section 3(b) shall be effective if, and only if, such Stockholder has not delivered to the Company prior to the Company Stockholder Meeting and at any other meeting of the stockholders of the Company at which any of the matters described in Section 3(a) are to be considered, including any adjournment or postponement of each of the foregoing, a duly executed proxy card directing that the shares of Company Common Stock of such Stockholder be voted in accordance with the requirements of Section 3(a) or any such proxy card that was delivered shall have been revoked; provided, further, that any grant of such proxy shall only entitle Parent or its designee to vote on the matters specified by Section 3(a), and each Stockholder shall retain the authority to vote on all other matters.

(ii) Each Stockholder hereby represents that, except as described on Schedule A, such Stockholder has not granted any proxies with respect of the Subject Shares.

(iii) Each Stockholder hereby affirms that the irrevocable proxy set forth in this Section 3(b) is given in connection with the execution of the Merger Agreement, and that such irrevocable proxy is given to secure the performance of the duties of such Stockholder under this Voting Agreement. The parties hereto hereby further affirm that the irrevocable proxy is coupled with an interest and is intended to be irrevocable until the conclusion of the Support Period, at which time it will terminate automatically. If for any reason any proxy granted herein is not irrevocable after it becomes effective, then the Stockholder granting such proxy agrees, until the conclusion of the Support Period, to vote the Company Common Stock in accordance with the with the requirements of Section 3(a). The parties hereto agree that the foregoing is a voting agreement.

(c) Capacity. Notwithstanding anything to the contrary in this Voting Agreement, (i) each Stockholder is entering into this Voting Agreement, and agreeing to become bound hereby, solely in its capacity as a record holder or beneficial owner of Company Common Stock and not in any other capacity (including without limitation any capacity as a director or officer of the Company) and (ii) nothing in this Voting Agreement shall obligate such Stockholder to take, or forbear from taking, any action as a director or officer of the Company (including without limitation through the individuals that it has elected, or designated to be elected, to the Company Board).

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(d) Appraisal Rights; Section 220 Demands. Each Stockholder hereby waives, and agrees not to exercise or assert, if applicable, any appraisal rights under Section 262 of the DGCL or dissenters’ rights in respect of such Stockholder’s shares of Company Common Stock or other Company Securities that may arise in connection with the Merger. Each Stockholder agrees not to exercise any rights to demand access to books and records under Section 220 of the DGCL in connection with the Merger.

(e) Takeover Proposal. Each Stockholder agrees that it will not, directly or indirectly, and shall cause each of its controlled Affiliates not to, and shall instruct (and use reasonably best efforts to cause) each of its other Representatives not to, take any action that the Company is prohibited from taking pursuant to Section 5.04(a) of the Merger Agreement, as if such Stockholder were the Company; provided, however, that a Stockholder may furnish such information to and engage in such discussions or negotiations with such person regarding a Takeover Proposal if at such time and solely to the extent that the Company is permitted under Section 5.04(b) of the Merger Agreement to provide information and engage in discussions or negotiations with such person regarding a Takeover Proposal (and subject to the same limitations and qualifications set forth in the Merger Agreement).

(f) Stockholder Litigation. Each Stockholder agrees not to commence or voluntarily participate in any claim, derivative or otherwise, that may be brought against the Company, Parent, Merger Sub, or any of their respective successors and assigns alleging that the negotiation, approval, execution or delivery of this Voting Agreement, the Merger Agreement or the consummation of the transactions contemplated hereby and thereby or the Proxy Statement is a breach of fiduciary duty by the Company Board or breaches of any federal securities law in connection with any of the foregoing; provided, that this Section 3(f) shall not be deemed a waiver of any rights of the Stockholder or its Affiliates for any breach of (a) this Voting Agreement, (b) the Merger Agreement or (c) any other Contract by and between such Stockholder or any of its Affiliates, on the one hand, and the Company or its Subsidiaries or Affiliates, on the other hand.

(g)General Covenants. Each Stockholder agrees that such Stockholder shall not: (i) enter into any contract with any Person or take any other action that violates or conflicts in any material respect with or would reasonably be expected to violate or conflict in any material respect with, or result in or give rise to a violation of or conflict in any material respect with, the Stockholder’s representations, warranties, covenants and obligations under this Voting Agreement; or (ii) take any action that could restrict or otherwise affect in any material respect the Stockholder’s legal power, authority and right to comply with and perform the Stockholder’s covenants and obligations under this Voting Agreement.

Section 4.Termination. This Voting Agreement shall terminate upon the conclusion of the Support Period.

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Section 5. Stockholders Agreement Waiver. Reference is made to that certain Stockholders Agreement, dated April 24, 2020, by and among the Company, Crestline Assurance Holdings LLC, Xenith Holdings LLC, Vespoint LLC, Michael Minnich, and A. Michael Salem (as amended or supplemented from time to time, the “Stockholders Agreement”). Michael Minnich hereby acknowledges and agrees that he (a) waives any and all of his rights with respect to the Stockholders Agreement, and (b) consents to the termination of the Stockholders Agreement, effective upon and contingent upon the Closing.

Section 6. General Provisions.

(a) Amendments. This Voting Agreement may not be amended except by an instrument in writing signed by each of the parties hereto and the Company.

(b) Notices. All notices and other communications hereunder shall be in writing (including email) and shall be deemed given if delivered by hand (providing proof of delivery) or sent by a nationally recognized overnight courier (receipt requested) or sent by email (provided, that such email states that it is a notice defined pursuant to this Section 5(b)) to the Company and Parent in accordance with Section 8.07 of the Merger Agreement and to a Stockholder at its address set forth on its signature page hereto (or at such other address for a party as shall be specified by like notice).

(c) Interpretation. The section headings herein are for convenience of reference only, do not constitute part of this Voting Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Voting Agreement is made to a section, such reference shall be to a section of this Voting Agreement unless otherwise indicated. Unless the context otherwise requires, references herein: (i) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (ii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. Unless otherwise indicated, whenever the words “include,” “includes” or “including” are used in this Voting Agreement, they shall be deemed to be followed by the words “without limitation.” The term “or” is not exclusive. The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends, and does not simply mean “if.” The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. The words “hereof,” “herein,” “hereby,” “hereto,” and “hereunder” and words of similar import when used in this Voting Agreement shall refer to this Voting Agreement as a whole and not to any particular provision of this Voting Agreement. In the event of any reclassification, recapitalization, stock split (including a reverse stock split), or any stock dividend or distribution paid in shares of Company Common Stock affecting the Subject Shares, the terms of this Voting Agreement shall apply to the resulting securities.

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(d) Severability. If any term, provision, covenant or restriction of this Voting Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Voting Agreement shall remain in full force and effect and the application of such provision to other Persons or circumstances shall be interpreted so as reasonably to effect the original intent of the parties. The parties further agree to replace such invalid, void or unenforceable provision of this Voting Agreement with a valid and enforceable provision that shall achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

(e) Counterparts. This Voting Agreement may be signed in any number of counterparts, all of which will be one and the same agreement. This Voting Agreement will become effective when each party to this Voting Agreement will have received counterparts signed by all of the other parties. Delivery of an executed counterpart of a signature page to this Voting Agreement by facsimile, “.pdf” format, scanned pages or DocuSign shall be effective as delivery of a manually executed counterpart to this Voting Agreement.

(f) Entire Agreement; No Third-Party Beneficiaries. This Voting Agreement constitutes the entire agreement between the parties with respect to the subject matter of this Voting Agreement and supersedes all prior agreements and understandings, both oral and written, between the parties with respect to the subject matter of this Voting Agreement. Except for the Company, which shall be an intended third-party beneficiary of this Voting Agreement with standing to enforce the provisions hereof against the parties hereto as if the Company were a party hereto solely to the extent expressly enforcing rights granted to the Company hereunder, this Voting Agreement is not intended to confer upon any Person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Voting Agreement.

(g) Governing Law; Consent to Jurisdiction.

(i) This Voting Agreement and any Legal Actions (whether based in contract, tort, or statue) arising out of, relating to, or in connection with this Voting Agreement or the actions of the parties hereto in the negotiation or performance hereof shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflicts of law rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of Delaware. Each of the parties hereto irrevocably waives any objections or immunities to the jurisdiction provided in this Section 6(g) to which it may otherwise be entitled or become entitled (including sovereign immunity, immunity to pre-judgment attachment, post-judgment attachment and execution) in any Legal Action arising out of or related to this Voting Agreement or the transactions contemplated hereby which is instituted in any such court.

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(ii) Each the parties hereto irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, New Castle County for the purposes of any Legal Action arising out of this Voting Agreement, the other agreements contemplated hereby, any transaction contemplated hereby or thereby or the negotiation or performance of any of the foregoing. Each of the parties hereto agrees to commence any Legal Action with respect to this Voting Agreement in the Court of Chancery of the State of Delaware, New Castle County or in the event (but only in the event) that such court does not have subject matter jurisdiction over such Legal Action, in any state or federal court within the State of Delaware. Each of the parties hereto, with regard to any Legal Action for itself and in respect of its property, (a) irrevocably and unconditionally submits to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any Legal Action related to this Voting Agreement or any of the transactions contemplated hereby in any court or tribunal other than the aforesaid courts, and (b) irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim or otherwise, in any Legal Action with respect to this Voting Agreement, and the rights and obligations arising hereunder, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 6(g), and (ii) to the fullest extent permitted by the applicable Law, any claim that (A) the suit, action, or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action, or proceeding is improper, or (C) this Voting Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereto agrees that service of process, summons, notice or document by registered mail addressed to it at the addresses set forth in Section 8.07 of the Merger Agreement or on the applicable signature page hereto, as applicable, shall be effective service of process for any litigation, suit, action or proceeding brought in any court.

(h) Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS VOTING AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS VOTING AGREEMENT (INCLUDING ANY EXHIBITS) BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 6(h).

(i) Assignment. This Voting Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign its rights or obligations under this Voting Agreement without the prior written consent of each other party hereto, which consent may be withheld in the sole and absolute discretion of the other party; provided, that Parent may transfer or assign its rights and obligations under this Agreement, in whole or time to time in part, to one or more of its Affiliates at any time; provided, further, that any assignment by Parent shall not relieve Parent of its obligations hereunder. Any purported assignment without such consent shall be void and unenforceable. No assignment shall relieve the assigning party of any of its obligations hereunder.

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(j) Non-Recourse. All claims, obligations, liabilities, or causes of action (whether in contract or in tort, in law or in equity, or granted by statute) that may be based upon, in respect of, arise under, out or by reason of, be connected with, or relate in any manner to this Voting Agreement or the transactions contemplated by this Voting Agreement, or the negotiation, execution, or performance of this Voting Agreement (including any representation or warranty made in, in connection with, or as an inducement to, this Voting Agreement), may be made only against (and such representations and warranties are those solely of) the Persons that are expressly identified as the parties in the preamble to this Voting Agreement (collectively, the “Contracting Parties”). No Person who is not a Contracting Party, including any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of, and any financial advisor or lender to, any Contracting Party, or any current, former or future director, officer, employee, incorporator, member, partner, manager, stockholder, equityholder, Affiliate, agent, attorney, representative or assignee of any of the foregoing, shall have any liability (whether in contract or in tort, in law or in equity, or granted by statute) for any claims, causes of action, obligations, or liabilities arising under, out of, in connection with, or related in any manner to this Voting Agreement or the transactions contemplated by this Voting Agreement or based on, in respect of, or by reason of this Voting Agreement or the transactions contemplated by this Voting Agreement or the negotiation, execution, performance, or breach of this Voting Agreement.

(k) Specific Performance.

(i) The parties agree that irreparable damage would occur in the event that any of the provisions of this Voting Agreement were not performed in accordance with their specific terms or were otherwise breached. Each party agrees that in the event of any breach or threatened breach by any other party of any covenant or obligation contained in this Voting Agreement, the non-breaching party shall be entitled (in addition to any other remedy that may be available to it whether in law or equity, including monetary damages) to (i) a decree or order of specific performance to enforce the observance and performance of such covenant or obligation, and (ii) an injunction restraining such breach or threatened breach.

(ii) Each party further agrees that (x) it will not oppose the granting of an injunction, specific performance and other equitable relief as provided herein on the basis that the other party has an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity and (y) no other party or any other Person shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 6(k), and each party irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, each party has duly executed this Voting Agreement, all as of the date first written above.

MIDAS PARENT, LP
By: Antarctica GP Investments II, LLC
Its: General Partner
By	/s/ Chandra Patel
Name: Chandra Patel
Title: Authorized Signatory

[Signature Page to Voting Agreement]

STOCKHOLDERS:
/s/ Michael Minnich
Michael Minnich
Rendezvous Capital, LLC
By:	/s/ Michael Minnich
Name: Michael Minnich
Title:

Address:
2900 S. 70th Street, Suite 400
Lincoln, NE 68506
Attention:	Michael Minnich

Email: mm@midwestholding.com

with a copy to (which shall not constitute notice):
19 Brookridge Drive
Greenwich, CT 06830
Attention:	Michael Minnich

Email: mm@midwestholding.com

[Signature Page to Voting Agreement]

SCHEDULE A

Stockholder	Subject Shares
Michael Minnich	11,669 (plus (a) 74,425 subject to a voting proxy granted to Vespoint LLC, an entity in which Michael Minnich is an equity holder, but he does not have the power to vote the shares subject to the proxy, and (b) 81,569 options (29,900 of which are vested and exercisable) with an exercise price of $41.25 per share)
Rendezvous Capital, LLC	413,176

SCHEDULE 1(d)

Other Equity Documents

1. Stockholders Agreement, dated April 24, 2020 by and among Midwest Holding Inc., Crestline Assurance Holdings LLC, Xenith Holdings LLC, Vespoint LLC, Michael Minnich and A. Michael Salem (the “Stockholders Agreement”).

EXHIBIT A

Form of Joinder Agreement

Joinder Agreement to the

VOTING AGREEMENT

This Joinder Agreement (this “Joinder Agreement”), dated [●], to the Voting Agreement, dated [●] (as amended, restated, amended and restated, modified or supplemented from time to time, the “Voting Agreement”), is executed and delivered by [●] (the “the Transferee”).

RECITALS

WHEREAS, Section 3(a)(iii) of the Voting Agreement provides that, in the event that any Stockholder Transfers any Subject Shares to its Affiliates or its direct or indirect members, partners or shareholders, such transferee shall execute a Joinder Agreement and, upon delivery of such Joinder Agreement in accordance with Section 3(a)(iii) of the Voting Agreement, become a party to, and be subject to the same terms, of the Voting Agreement; and

WHEREAS, in accordance with the foregoing, the Transferee desires to become party to the Voting Agreement.

NOW THEREFORE, in consideration of the foregoing, and of the covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:

Section 1.      Parties to the Voting Agreement. The Transferee is hereby admitted as a party to the Voting Agreement. The Stockholder hereby agrees to be bound by, and subject to, all of the covenants, terms and conditions of the Voting Agreement. By executing and delivering this Joinder Agreement, Parent hereby confirms its acceptance of the Stockholder as a party to the Voting Agreement. Any notices to be delivered to the Transferee under the Voting Agreement shall be delivered to the address set forth below the Transferee’s signature on the signature page hereto.

Section 2.      Defined Terms. Capitalized terms used but not defined herein shall have the meanings set forth in the Voting Agreement unless otherwise noted.

Section 3.      Governing Law. The provisions of Section 6(g) (Governing Law; Consent to Jurisdiction) and Section 6(h) (Waiver of Jury Trial) of the Voting Agreement shall apply to this Joinder Agreement as though set out in full herein.

Section 4.      Counterparts. This Joinder Agreement may be signed in any number of counterparts, all of which will be one and the same agreement. This Joinder Agreement will become effective when each party to this Voting Agreement will have received counterparts signed by all of the other parties. Delivery of an executed counterpart of a signature page to this Joinder Agreement by facsimile, “.pdf” format, scanned pages or DocuSign shall be effective as delivery of a manually executed counterpart to this Voting Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Joinder Agreement on the date first written above.

[TRANSFEREE]
By:
	Name:
	Title:
Address:
[●]
Attention: [●]
Email: [●]
with a copy to (which shall not constitute notice):
[●]
Attention: [●]
Email: [●]