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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q 

☒     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2026
or
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission file number 1-10890

HORACE MANN EDUCATORS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware37-0911756
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1 Horace Mann Plaza, Springfield, Illinois      62715-0001
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 217-789-2500
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange
on which registered
Common Stock, $0.001 par valueHMNNew York Stock Exchange


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer☑Accelerated filer
☐
Non-accelerated filer☐Smaller reporting company
☐
Emerging growth company
☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). Yes ☐ No ☑

As of October 30, 2026, the registrant had 40,518,742 common shares, $0.001 par value, outstanding.


HORACE MANN EDUCATORS CORPORATION
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2026
TABLE OF CONTENTS

Page
Item 1.
Item 2.
Item 3.
Item 4.
Item 1.
 65
Item 1A.
Item 2.
Item 5.
Item 6.


PART I: FINANCIAL INFORMATION
ITEM 1. I Consolidated Financial Statements
HORACE MANN EDUCATORS CORPORATION
CONSOLIDATED BALANCE SHEETS
($ in millions, except share data)
September 30, 2026December 31, 2025
(Unaudited)
Assets
Investments
Fixed maturity securities, available for sale, at fair value
(amortized cost, net 2026, $6,149.9; 2025, $6,026.7)
$5,520.8 $5,714.6 
Equity securities at fair value, (cost 2026, $56.2 and
2025, $56.2)
37.5 41.9 
Limited partnership interests (Carried Under Fair Value Option,
2026, $44.0 and 2025, $0.0)
1,093.5 1,100.6 
Policy loans
136.8 138.1 
Short-term investments117.1 210.4 
Other investments112.4 99.0 
Total investments
7,018.1 7,304.6 
Cash148.8 27.5 
Deferred policy acquisition costs360.1 358.2 
Reinsurance balances receivable409.1 419.0 
Deposit asset on reinsurance2,333.6 2,369.6 
Intangible assets130.8 141.5 
Goodwill54.3 54.3 
Other assets440.1 434.5 
Separate Account variable annuity assets4,505.6 4,157.4 
Total assets$15,400.5 $15,266.6 
Liabilities and Shareholders' Equity
Policy liabilities
Future policy benefit reserves$1,463.3 $1,611.5 
Policyholders' account balances5,043.2 5,064.1 
Unpaid claims and claim expenses571.3 565.2 
Unearned premiums383.7 372.1 
Total policy liabilities
7,461.5 7,612.9 
Other policyholder funds1,091.0 1,046.2 
Other liabilities326.6 374.0 
Long-term debt594.6 593.4 
Separate Account variable annuity liabilities4,505.6 4,157.4 
Total liabilities13,979.3 13,783.9 
Preferred stock, $0.001 par value, authorized
1,000,000 shares; none issued
— — 
Common stock, $0.001 par value, authorized 75,000,000 shares;
issued, 2026, 67,587,965; 2025, 67,323,929
0.1 0.1 
Additional paid-in capital546.4 538.8 
Retained earnings1,748.3 1,651.7 
Accumulated other comprehensive income (loss), net of tax:
Net unrealized investment losses on fixed maturity securities(494.8)(245.5)
Net reserve remeasurements attributable to discount rates196.2 93.4 
Net funded status of benefit plans
(2.5)(2.5)
Treasury stock, at cost, 2026, 27,109,244 shares;
2025, 26,664,472 shares
(572.5)(553.3)
Total shareholders’ equity1,421.2 1,482.7 
Total liabilities and shareholders’ equity$15,400.5 $15,266.6 
The accompanying Notes are an integral part of these Consolidated Financial Statements.
Horace Mann Educators Corporation
1
Third Quarter 2026 Form 10-Q


HORACE MANN EDUCATORS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED)
($ in millions, except per share data)
Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Statements of Operations
Revenues
Net premiums and contract charges earned$318.0 $310.3 $947.9 $911.2 
Net investment income139.7 119.6 370.9 346.3 
Net investment gains (losses)(26.2)3.3 (28.5)(5.9)
Other income7.7 5.3 21.7 15.0 
Total revenues
439.2 438.5 1,312.0 1,266.6 
Benefits, losses and expenses
Benefits, claims and settlement expenses
(Reserve remeasurement (gains)/losses, $8.8; $4.8; $9.4; $4.5)
163.8 171.0 526.5 537.7 
Interest credited55.6 55.7 164.0 161.2 
Operating expenses102.2 96.3 314.2 284.0 
DAC amortization expense31.9 31.5 96.2 91.0 
Intangible asset amortization expense3.5 3.6 10.6 10.8 
Interest expense9.6 8.9 28.7 26.4 
Total benefits, losses and expenses
366.6 367.0 1,140.2 1,111.1 
Income before income taxes
72.6 71.5 171.8 155.5 
Income tax expense
14.1 13.2 30.5 29.6 
Net income
$58.5 $58.3 $141.3 $125.9 
Net income per share
Basic$1.43 $1.42 $3.46 $3.05 
Diluted$1.41 $1.40 $3.43 $3.03 
Weighted average number of shares and equivalent shares
Basic40.9 41.2 40.9 41.3 
Diluted41.4 41.6 41.3 41.6 
Statements of Comprehensive Income (Loss)
Net income
$58.5 $58.3 $141.3 $125.9 
Other comprehensive income (loss), net of tax:
Change in net unrealized investment gains (losses) on
   fixed maturity securities
(212.9)59.1 (249.3)106.6 
Change in net reserve remeasurements attributable
   to discount rates
86.2 (20.4)102.8 (31.5)
Other comprehensive income (loss)(126.7)38.7 (146.5)75.1 
Comprehensive income (loss)$(68.2)$97.0 $(5.2)$201.0 







The accompanying Notes are an integral part of these Consolidated Financial Statements.
Horace Mann Educators Corporation
2
Third Quarter 2026 Form 10-Q


HORACE MANN EDUCATORS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)
($ in millions, except per share data)
Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Common stock, $0.001 par value
Beginning balance$0.1 $0.1 $0.1 $0.1 
Options exercised— — — — 
Conversion of common stock units— — — — 
Conversion of restricted stock units— — — — 
Ending balance0.1 0.1 0.1 0.1 
Additional paid-in capital
Beginning balance544.0 530.4 538.8 525.2 
Options exercised and conversion of common and
   restricted stock units		0.1 3.0 0.7 3.1 
Share-based compensation expense2.3 2.4 6.9 7.5 
Ending balance546.4 535.8 546.4 535.8 
Retained earnings
Beginning balance1,704.7 1,586.5 1,651.7 1,548.2 
Net income
58.5 58.3 141.3 125.9 
Dividends, 2026, $0.36 per share; 2025, $0.35 per share
(14.9)(14.6)(44.7)(43.9)
Ending balance1,748.3 1,630.2 1,748.3 1,630.2 
Accumulated other comprehensive income (loss), net of tax:
Beginning balance(174.4)(217.1)(154.6)(253.5)
Change in net unrealized investment gains (losses)
on fixed maturity securities
(212.9)59.1 (249.3)106.6 
Change in net reserve remeasurements attributable
   to discount rates
86.2 (20.4)102.8 (31.5)
Change in net funded status of benefit plans— — — — 
Ending balance(301.1)(178.4)(301.1)(178.4)
Treasury stock, at cost
Beginning balance(571.5)(539.6)(553.3)(532.5)
Treasury stock acquired - share repurchase authorization(1.0)(6.8)(19.2)(13.9)
Ending balance(572.5)(546.4)(572.5)(546.4)
Shareholders' equity at end of period$1,421.2 $1,441.3 $1,421.2 $1,441.3 















The accompanying Notes are an integral part of these Consolidated Financial Statements.
Horace Mann Educators Corporation
3
Third Quarter 2026 Form 10-Q


HORACE MANN EDUCATORS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
($ in millions)
Nine Months Ended
September 30,
20262025
Cash flows - operating activities
Net income
$141.3 $125.9 
Adjustments to reconcile net income to net cash provided
   by operating activities:
     Net investment losses28.5 5.9 
     Depreciation and intangible asset amortization20.3 20.4 
     Share-based compensation expense6.9 7.6 
    Gain from equity method investments, net of dividends or distributions(21.6)(4.2)
     Changes in:
      Insurance liabilities67.7 103.7 
      Amounts due under reinsurance agreements10.0 1.8 
      Income tax liabilities14.9 (0.7)
      Other operating assets and liabilities133.0 163.3 
 Contributions to defined benefit plan— (0.7)
      Other, net(4.0)0.3 
Net cash provided by operating activities397.0 423.3 
Cash flows - investing activities
Fixed maturity securities purchases(1,010.4)(912.6)
Fixed maturity securities sales405.0 283.0 
Fixed maturity securities maturities, paydowns, calls and redemptions485.8 478.7 
Equity securities purchases— (2.2)
Equity securities sales, calls and repayments
— 22.4 
Limited partnership interests purchases (75.5)(45.5)
Limited partnership interests sales and capital distributions84.2 33.2 
Change in short-term and other investments, net86.2 (84.5)
Other, net (9.1)(7.1)
Net cash used in investing activities(33.8)(234.6)
Cash flows - financing activities
Dividends paid to shareholders(43.7)(42.9)
Proceeds from issuance of Senior Notes— 296.0 
Treasury stock acquired(19.2)(13.9)
Proceeds from exercise of stock options3.7 5.3 
Withholding tax payments on RSUs and options tendered(4.3)(3.4)
Annuity contracts: variable, fixed and FHLB funding agreements:
Deposits1,274.7 896.6 
Benefits, withdrawals and net transfers to
   Separate Account variable annuity assets		(487.4)(451.8)
  Repayment of FHLB funding agreements(884.5)(499.5)
Life policy accounts deposits, withdrawals, and surrenders 18.2 12.3 
Change in deposit asset on reinsurance(107.0)(103.7)
Net decrease in reverse repurchase agreements— (12.0)
Change in book overdrafts7.6 (7.3)
Net cash (used in) provided by financing activities(241.9)75.7 
Net increase in cash121.3 264.4 
Cash at beginning of period27.5 38.1 
Cash at end of period$148.8 $302.5 


The accompanying Notes are an integral part of these Consolidated Financial Statements.
Horace Mann Educators Corporation
4
Third Quarter 2026 Form 10-Q


HORACE MANN EDUCATORS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - Basis of Presentation and Significant Accounting Policies
Business
Horace Mann Educators Corporation is a holding company for insurance subsidiaries that market and underwrite personal lines of property and casualty insurance products (primarily personal lines of auto and property insurance), life insurance products, retirement products (primarily tax-qualified fixed and variable annuities), individual supplemental insurance products (primarily accident, cancer, critical illness, hospital, and supplemental disability), and group benefit products (primarily group disability, group life, and group supplemental health coverages), primarily to K-12 teachers, administrators and other employees of public schools and their families (collectively, HMEC, the Company or Horace Mann).
The Company conducts and manages its business in four reporting segments: (1) Property & Casualty, (2) Life & Retirement, (3) Supplemental & Group Benefits and (4) Corporate & Other.
Basis of Presentation
The accompanying Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP) and with the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and disclosures normally included in annual financial statements prepared in conformity with GAAP, but are not required for interim reporting purposes, have been omitted. These Consolidated Financial Statements and Notes thereto should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in Part II - Item 8 of the Company's Annual Report on Form 10-K for the year ended December 31, 2025. The results of operations for the three and nine months ended September 30, 2026 are not necessarily indicative of the results to be expected for the full year.
The accompanying Consolidated Financial Statements and Notes thereto are unaudited and reflect all adjustments (generally consisting only of normal recurring accruals) which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position, results of operations and cash flows for the interim periods. The Company's significant accounting policies are summarized in Part II - Item 8, Note 1 of the Consolidated Financial Statements in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
In the quarter ended June 30, 2025, the Company recorded a reduction in net investment income due to an immaterial out-of-period correction of an error related to private debt securities associated with the Company’s limited partnership investments. The $8.1 million after tax ($10.2 million pre-tax) adjustment decreases net income for the following segments: Life & Retirement $5.3 million; and Supplemental & Group Benefits, $2.8 million.
The Company has reclassified the presentation of certain prior period information to conform to the current year's presentation.
Consolidation
All intercompany transactions and balances between HMEC and its subsidiaries and affiliates have been eliminated.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the reporting date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
The most significant critical accounting estimates include valuation of hard-to-value fixed maturity securities, evaluation of credit loss impairments for fixed maturity securities, valuation of future policy benefit reserves, and valuation of liabilities for property and casualty unpaid claims and claim expense reserves.
Horace Mann Educators Corporation
5
Third Quarter 2026 Form 10-Q


NOTE 1 - Basis of Presentation and Significant Accounting Policies (continued)
Future Adoption of New Accounting Standards
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This guidance will improve the disclosures regarding a public business entity’s expenses by requiring (1) disclosure of the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption, (2) inclusion of certain amounts that are already required to be disclosed under current generally accepted accounting principles (GAAP) in the same disclosure as the other disaggregation requirements, (3) disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and (4) disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses.
The amendments in this guidance will be effective for the Company for annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027. Early adoption is permitted. The guidance will have no net impact on the Company's consolidated financial position, results of operations, or cash flows.
Internal-Use Software
In September 2025, the FASB issued ASU 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use-Software. This guidance requires capitalization of costs associated with software developed for internal use once management has authorized and committed to funding the software project and when it is probable the project will be completed and used to perform the function intended.
The amendments in this guidance will be effective for the Company for annual periods beginning after December 15, 2027, and interim periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the impact of this standard on its financial statements and disclosures, but does not expect the standard will have a material impact on our financial statements.
NOTE 2 - Acquisitions
On July 21, 2026 the Company announced that it entered into a Membership Interest Purchase Agreement, with Medical Mutual of Ohio (MMO), pursuant to which the Company will acquire all of the equity interests of Employee Services LLC, a New York limited liability company (ESI). Pursuant to the Membership Interest Purchase Agreement and subject to the terms and conditions set forth in the Membership Interest Purchase Agreement, the Company would acquire all of the equity interests of ESI for approximately $115 million.
Effective October 1, 2026, the Company completed its acquisition of ESI in an all-cash transaction for $117.2 million, including customary purchase price adjustments. As a result of the acquisition, ESI became a wholly owned subsidiary of the Company.
On July 21, 2026, the Company announced that it entered into a Master Transaction Agreement, with MMO and Medical Mutual Life Insurance Company (MML), pursuant to which (i) the Company agreed to acquire all of the issued and outstanding shares of the common stock of Reserve National Insurance Company, an insurance company organized under the laws of the State of Illinois (RNIC), and (ii) MML agreed to reinsure to an affiliate of the Company the group life and disability insurance contracts (such reinsurance, the Reinsurance Transaction and together with the Stock Purchase, the Acquisition).
Subject to the terms and conditions of the Master Transaction Agreement, the Company will acquire all of the outstanding stock of RNIC for a purchase price of approximately $125 million, and the Company’s applicable affiliate will pay MML a ceding commission of approximately $7.4 million in connection with the Reinsurance Transaction. With respect to the purchase of RNIC, the net purchase price includes approximately $10 million of excess statutory capital expected to remain in RNIC at closing. The purchase price and ceding commission are expected to be funded with cash on hand and borrowings under the Company’s existing credit facility. The existing Medicare supplement insurance policies of RNIC will be excluded from the Acquisition, and prior to the closing of the Acquisition, will be reinsured by RNIC to MMO or otherwise transferred out of RNIC. The Master Transaction Agreement and the consummation of the transactions contemplated therein have been approved by
Horace Mann Educators Corporation
6
Third Quarter 2026 Form 10-Q

NOTE 2 - Acquisitions (continued)
the Company’s Board of Directors. The closing of the Acquisition is expected to occur in the first quarter of 2027, subject to the satisfaction or waiver of applicable closing conditions as well as approval by certain regulators.
NOTE 3 - Investments
Net Investment Income
The components of net investment income for the following periods were as follows:
($ in millions)Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Fixed maturity securities$76.8 $71.5 $223.2 $202.5 
Equity securities0.5 0.9 1.8 2.9 
Limited partnership interests35.5 21.4 65.9 60.9 
Short-term and other investments6.1 5.8 16.6 16.4 
Investment expenses(3.4)(3.2)(8.7)(9.1)
Net investment income - investment portfolio
115.5 96.4 298.8 273.6 
Investment income - deposit asset on reinsurance24.2 23.2 72.1 72.7 
Total net investment income(1)
$139.7 $119.6 $370.9 $346.3 
(1) In the second quarter of 2025, the Company recorded a reduction in net investment income due to an immaterial out-of-period correction of an error. See additional disclosure contained in Note 1 of the June 30, 2026 Form 10-Q.
Net Investment Gains (Losses)
Net investment gains (losses) for the following periods were as follows:
($ in millions)Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Fixed maturity securities$(2.1)$(0.6)$(1.7)$(4.5)
Equity securities(2.8)2.2 (4.4)0.2 
Limited partnership interests(20.1)— (20.1)— 
Short-term investments and other(1.2)1.7 (2.3)(1.6)
Net investment gains (losses)
$(26.2)$3.3 $(28.5)$(5.9)

For the three and nine months ended September 30, 2026, total net investment losses increased primarily due to the sale of one limited partnership fund during the quarter ended September 30, 2026.
The Company may, from time to time, sell fixed maturity securities subsequent to the reporting date but prior to the issuance of the financial statements that were in an unrealized loss position at the reporting date. Such sales are generally driven by issuer-specific developments or other changes in facts and circumstances occurring after the reporting date that result in a reassessment of the Company’s investment strategy or risk profile for a particular security.
The Company’s assessment of its intent and ability to hold fixed maturity securities is made as of the reporting date based on information available at that time. Accordingly, any subsequent sales do not contradict the Company’s conclusion at the reporting date that it neither intended to sell, nor more likely than not required to sell, those securities before recovery of their amortized cost basis. These subsequent developments are not considered conditions that existed as of the reporting date.
Horace Mann Educators Corporation
7
Third Quarter 2026 Form 10-Q


NOTE 3 - Investments (continued)
Net Investment Gains (Losses) by Transaction Type
The breakdown of net investment gains (losses) by transaction type for the following periods were as follows:
($ in millions)Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Credit loss impairments$(4.0)$1.0 $(4.0)$(1.2)
Intent-to-sell impairments(0.1)(0.7)(0.2)(1.6)
Total impairments(4.1)0.3 (4.2)(2.8)
Sales and other, net(14.7)0.3 (8.5)4.4 
Change in fair value - equity securities(2.8)2.2 (4.4)0.3 
Change in fair value and gains (losses) realized
on settlements - derivatives
(4.6)0.5 (11.4)(7.8)
Net investment gains (losses)
$(26.2)$3.3 $(28.5)$(5.9)
Allowance for Credit Loss Impairments on Fixed Maturity Securities
The following table presents changes in the allowance for credit loss impairments on fixed maturity securities classified as available for sale for the category of other asset-backed securities (no other categories of fixed maturity securities have an allowance for credit loss impairments):
($ in millions)Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Beginning balance$2.1 $3.1 $2.1 $0.9 
Credit losses on fixed maturity securities for which credit losses were not previously reported4.0 0.2 4.0 3.3 
Net increase (decrease) related to credit losses previously reported
— — — (0.9)
Reduction of credit allowances related to sales— (1.2)— (1.2)
Write-offs— — — — 
Ending balance$6.1 $2.1 $6.1 $2.1 
Horace Mann Educators Corporation
8
Third Quarter 2026 Form 10-Q


NOTE 3 - Investments (continued)
Fixed Maturity Securities
The Company's investment portfolio is comprised primarily of fixed maturity securities. Amortized cost, net, gross unrealized investment gains (losses) and fair values of all fixed maturity securities in the portfolio were as follows:
($ in millions)Amortized
Cost, net		Gross Unrealized
Gains		Gross Unrealized
Losses		Fair
Value
September 30, 2026
Fixed maturity securities
U.S. Government and federally
sponsored agency obligations:
Mortgage-backed securities
$726.5 $0.3 $74.7 $652.1 
Other, including U.S. Treasury securities
376.9 — 79.0 297.9 
Municipal bonds1,216.5 9.4 146.0 1,079.9 
Foreign government bonds8.6 — 1.0 7.6 
Corporate bonds2,126.3 3.9 295.0 1,835.2 
Other asset-backed securities1,695.1 4.1 51.1 1,648.1 
Totals$6,149.9 $17.7 $646.8 $5,520.8 
December 31, 2025
Fixed maturity securities
U.S. Government and federally
sponsored agency obligations:
Mortgage-backed securities$718.1 $9.5 $38.6 $689.0 
Other, including U.S. Treasury securities381.4 0.4 56.1 325.7 
Municipal bonds1,235.3 24.6 82.7 1,177.2 
Foreign government bonds10.6 — 0.6 10.0 
Corporate bonds2,064.8 27.6 182.1 1,910.3 
Other asset-backed securities1,616.5 12.0 26.1 1,602.4 
Totals$6,026.7 $74.1 $386.2 $5,714.6 

Horace Mann Educators Corporation
9
Third Quarter 2026 Form 10-Q


NOTE 3 - Investments (continued)
The following table presents the fair value and gross unrealized losses for fixed maturity securities in an unrealized loss position as of September 30, 2026 and December 31, 2025, respectively. The Company views the decrease in fair value of all of the fixed maturity securities with unrealized losses as of September 30, 2026 as due to factors other than a credit loss. As of September 30, 2026, the Company has not made the decision to sell and it is not more likely than not the Company will be required to sell the fixed maturity securities with unrealized losses before a recovery of the amortized cost basis. In reaching our conclusion that an allowance for credit is unnecessary, we considered the factors described in the evaluation of credit loss impairments for fixed maturity securities critical accounting estimate in our Annual Report on Form 10-K. In the current three months ended September 30, 2026, the performance of fixed maturity securities has been impacted by the change in interest rates, specifically interest rates being at relatively high levels compared to interest rates at the time of acquisition of the securities. In consideration of the factors, we expect to receive cash flows sufficient to recover the entire amortized cost basis of the securities in the following table.
($ in millions)12 Months or LessMore than 12 MonthsTotal
Fair ValueGross
Unrealized
Losses		Fair ValueGross
Unrealized
Losses		Fair ValueGross
Unrealized
Losses
September 30, 2026
Fixed maturity securities
U.S. Government and federally
sponsored agency obligations:
Mortgage-backed securities$432.9 $22.3 $210.6 $52.4 $643.5 $74.7 
Other
47.7 3.7 249.9 75.3 297.6 79.0 
Municipal bonds418.3 23.2 529.6 122.8 947.9 146.0 
Foreign government bonds
0.9 — 6.7 1.0 7.6 1.0 
Corporate bonds
854.8 59.8 819.7 235.2 1,674.5 295.0 
Other asset-backed securities
633.3 16.6 258.6 34.5 891.9 51.1 
Total
$2,387.9 $125.6 $2,075.1 $521.2 $4,463.0 $646.8 
Number of positions with a
   gross unrealized loss
1,631 1,540 3,171 
Fair value as a percentage of total fixed
   maturity securities at fair value
43.3 %37.6 %80.9 %
December 31, 2025
Fixed maturity securities
U.S. Government and federally
sponsored agency obligations:
Mortgage-backed securities$69.7 $0.3 $247.9 $38.3 $317.6 $38.6 
Other27.1 0.4 276.1 55.7 303.2 56.1 
Municipal bonds126.0 2.8 596.4 79.9 722.4 82.7 
Foreign government bonds— — 9.0 0.6 9.0 0.6 
Corporate bonds387.3 10.5 930.6 171.6 1,317.9 182.1 
Other asset-backed securities239.5 1.2 369.8 24.9 609.3 26.1 
Total
$849.6 $15.2 $2,429.8 $371.0 $3,279.4 $386.2 
Number of positions with a
   gross unrealized loss
466 1,649 2,115 
Fair value as a percentage of total fixed
   maturity securities at fair value
14.9 %42.5 %57.4 %






Horace Mann Educators Corporation
10
Third Quarter 2026 Form 10-Q


NOTE 3 - Investments (continued)
With regards to fixed maturity securities that had gross unrealized losses more than 12 months, the number of positions by their respective credit ratings were as follows:
Number of Positions
September 30, 2026December 31, 2025
Credit Rating
AAA131 140 
AA809 860 
A262 275 
BBB290 317 
Total investment grade
1,492 1,592 
BB19 24 
B10 8 
CCC or lower 4 2 
Total below investment grade
33 34 
Not rated 15 23 
Totals:1,540 1,649 
Fixed maturity securities with an investment grade rating represented 98.2% of the gross unrealized losses as of September 30, 2026. For the same reasons discussed above, we expect to receive cash flow sufficient to recover the entire amortized cost basis of the securities in the previous table.
Maturities of Fixed Maturity Securities
The following table presents the distribution of the Company’s fixed maturity securities portfolio by estimated expected maturity. Estimated expected maturities differ from contractual maturities, reflecting assumptions regarding borrowers' utilization of the right to call or prepay obligations with or without call or prepayment penalties. For structured securities, estimated expected maturities consider broker-dealer survey prepayment assumptions and are verified for consistency with the interest rate and economic environments.
($ in millions)September 30, 2026
Amortized
Cost, net		Fair
Value
Percent of Total Fair Value
Estimated expected maturity:
Due in 1 year or less$256.4 $249.9 4.5 %
Due after 1 year through 5 years1,245.3 1,190.2 21.6 %
Due after 5 years through 10 years1,624.9 1,517.9 27.5 %
Due after 10 years through 20 years1,718.4 1,482.0 26.8 %
Due after 20 years1,304.9 1,080.8 19.6 %
Total$6,149.9 $5,520.8 100.0 %
Average option-adjusted duration, in years6.2








Horace Mann Educators Corporation
11
Third Quarter 2026 Form 10-Q


NOTE 3 - Investments (continued)
Sales of Fixed Maturity and Equity Securities
Proceeds received from sales of fixed maturity and equity securities, each determined using the specific identification method, and gross gains and gross losses realized as a result of those sales for each period were as follows:
($ in millions)Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Fixed maturity securities
Proceeds received
$173.4 $153.1 $405.0 $283.0 
Gross gains realized
3.7 0.8 7.6 2.5 
Gross losses realized
(1.6)(1.2)(5.0)(3.7)
Equity securities
Proceeds received
$— $10.1 $— $16.4 
Gross gains realized
— — — — 
Gross losses realized
— (0.1)— (0.1)
Net Unrealized Investment Gains (Losses) on Fixed Maturity Securities
The following table reconciles net unrealized investment gains (losses) on fixed maturity securities, net of tax, included in AOCI:
($ in millions)Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Net unrealized investment gains (losses)
   on fixed maturity securities, net of tax
Beginning of period$(281.9)$(309.9)$(245.5)$(357.4)
Change in net unrealized investment gains
   (losses) on fixed maturity securities		(214.5)58.7 (250.6)103.1 
Reclassification of net investment losses
   on fixed maturity securities to net income		1.6 0.4 1.3 3.5 
End of period$(494.8)$(250.8)$(494.8)$(250.8)
Limited Partnership Interests
Investments in limited partnership interests are predominantly accounted for using the equity method of accounting (EMA) and include interests in commercial mortgage loan funds, real estate equity funds, private equity funds, infrastructure equity funds, infrastructure debt funds, and other funds. In addition, we have one limited partnership investment accounted for at fair value using the fair value option (FVO). Principal factors influencing carrying amount appreciation or depreciation include operating performance, comparable public company earnings multiples, capitalization rates, and the economic environment. The carrying amounts of limited partnership interests were as follows:
($ in millions)
September 30, 2026December 31, 2025
Commercial mortgage loan funds$523.6 $590.7 
Private equity funds
175.4 118.3 
Real estate equity funds
108.2 127.5 
Infrastructure debt funds79.4 73.9 
Venture capital funds75.4 50.0 
Infrastructure equity funds
46.8 52.4 
Other funds(1)
84.7 87.8 
Total$1,093.5 $1,100.6 
(1)Other funds consist primarily of limited partnership interests in corporate mezzanine and private credit funds.
Horace Mann Educators Corporation
12
Third Quarter 2026 Form 10-Q


NOTE 3 - Investments (continued)
Offsetting of Assets and Liabilities
The Company's derivatives are subject to enforceable master netting arrangements. Collateral support agreements associated with each master netting arrangement provides that the Company will receive or pledge financial collateral in the event minimum thresholds have been reached. The Company’s reverse repurchase agreements are also subject to enforceable master netting arrangements, but there was no offsetting in their presentation in the Company’s Consolidated Balance Sheets. Information regarding the Company's derivatives is contained in Part II - Item 8, Note 4 in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. The following table presents instruments that were subject to a master netting arrangement for the Company.
($ in millions)Gross
Amounts
Offset in the
Consolidated
Balance
Sheets		Net Amounts
of Assets/
Liabilities
Presented
in the
Consolidated
Balance
Sheets		Gross Amounts Not Offset
in the Consolidated
Balance Sheets
Gross
Amounts		Financial
Instruments		Cash
Collateral
Received		Net
Amount
September 30, 2026
Asset derivatives:
Free-standing derivatives$18.7 $— $18.7 $— $19.9 $(1.2)
December 31, 2025
Asset derivatives:
Free-standing derivatives$21.6 $— $21.6 $— $23.8 $(2.2)
Reverse Repurchase Agreements
Periodically, in connection with reverse repurchase agreements, the Company transfers primarily U.S. government, government agency and corporate securities and receives cash. For reverse repurchase agreements, the Company receives cash in an amount equal to at least 95% of the fair value of the securities transferred, and the agreements with third parties contain contractual provisions to allow for additional collateral to be obtained when necessary. The Company accounts for reverse repurchase agreements as secured borrowings. The securities transferred under reverse repurchase agreements are included in Fixed maturity securities with the obligation to repurchase those securities reported in Other liabilities on the Company's Consolidated Balance Sheets. The fair value of the securities transferred was $0.0 million as of September 30, 2026 and December 31, 2025. The obligation for securities sold under reverse repurchase agreements was a net amount of $0.0 million as of September 30, 2026 and December 31, 2025.
Deposits
As of September 30, 2026 and December 31, 2025, fixed maturity securities with a fair value of $24.4 million and $26.3 million were on deposit with governmental agencies as required by law in various states for which the insurance subsidiaries of HMEC conduct business. In addition, as of September 30, 2026 and December 31, 2025, fixed maturity securities with a fair value of $1,166.2 million and $1,107.1 million, respectively, were on deposit with the Federal Home Loan Bank of Chicago (FHLB) as collateral for amounts subject to funding agreements, advances, and borrowings which were equal to $1,084.5 million as of September 30, 2026 and $1,039.5 million as of December 31, 2025. The deposited securities are reported as Fixed maturity securities on the Company’s Consolidated Balance Sheets.
NOTE 4 - Fair Value of Financial Instruments
The Company is required to disclose estimated fair values for certain financial and nonfinancial assets and liabilities. Fair values for the Company’s insurance contracts other than annuity contracts (which are investment contracts) and equity method limited partnership interests are not required to be disclosed in fair value hierarchy. The estimated fair values of liabilities under all insurance contracts are taken into consideration in the Company’s overall management of interest rate risk through the matching of investment maturities with amounts due under insurance contracts.
Information regarding the three-level fair value hierarchy presented below and the valuation methodologies utilized by the Company to estimate fair values at each reporting date is included in Part II - Item 8, Note 3 of the
Horace Mann Educators Corporation
13
Third Quarter 2026 Form 10-Q

NOTE 4 - Fair Value of Financial Instruments (continued)
Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
Financial Instruments Measured and Carried at Fair Value on a Recurring Basis
The following table presents the Company's fair value hierarchy for financial assets and financial liabilities measured and carried at fair value on a recurring basis. During the nine months ended September 30, 2026 and 2025, there were no transfers between Level 1 and Level 2. As of September 30, 2026, Level 3 invested assets comprised 7.5% of the Company’s total investment portfolio at fair value.
($ in millions)Carrying
Amount		Fair
Value		Fair Value Measurements at
Reporting Date Using
Level 1Level 2Level 3
September 30, 2026
Financial Assets(1)
Investments
Fixed maturity securities
U.S. Government and federally
   sponsored agency obligations:
Mortgage-backed securities$652.1 $652.1 $— $652.1 $— 
Other, including U.S. Treasury securities297.9 297.9 45.8 252.1 — 
Municipal bonds1,079.9 1,079.9 — 999.4 80.5 
Foreign government bonds7.6 7.6 — 7.6 — 
Corporate bonds1,835.2 1,835.2 0.5 1,521.2 313.5 
Other asset-backed securities1,648.1 1,648.1 — 1,617.7 30.4 
Total fixed maturity securities5,520.8 5,520.8 46.3 5,050.1 424.4 
Equity securities37.5 37.5 1.2 32.7 3.6 
Short-term investments117.1 117.1 117.1 — — 
Other investments18.7 18.7 — 18.7 — 
Totals$5,694.1 $5,694.1 $164.6 $5,101.5 $428.0 
Separate Account variable annuity assets(2)
$4,505.6 $4,505.6 $4,505.6 $— $— 
Financial Liabilities(3)
$73.5 $73.5 $— $7.1 $66.4 
December 31, 2025
Financial Assets
Investments
Fixed maturity securities
U.S. Government and federally
   sponsored agency obligations:
Mortgage-backed securities$689.0 $689.0 $— $689.0 $— 
Other, including U.S. Treasury securities325.8 325.8 40.8 285.0 — 
Municipal bonds
1,177.1 1,177.1 — 1,098.7 78.4 
Foreign government bonds
10.0 10.0 — 10.0 — 
Corporate bonds
1,910.3 1,910.3 4.9 1,562.8 342.6 
Other asset-backed securities
1,602.4 1,602.4 — 1,558.1 44.3 
Total fixed maturity securities5,714.6 5,714.6 45.7 5,203.6 465.3 
Equity securities41.9 41.9 1.3 36.8 3.8 
Short-term investments210.5 210.5 210.5 — — 
Other investments21.6 21.6 — 21.6 — 
Totals$5,988.6 $5,988.6 $257.5 $5,262.0 $469.1 
Separate Account (variable annuity) assets(2)
$4,157.4 $4,157.4 $4,157.4 $— $— 
Financial Liabilities(3)
$78.9 $78.9 $— $5.8 $73.1 
(1) Excludes limited partnerships that are measured at estimated fair value under the fair value option using the NAV per share (or its equivalent) as a practical expedient. As of September 30, 2026, the fair value of such investments was $44.0 million.
(2) Separate Account variable annuity assets represent contractholder funds invested in various actively traded mutual funds that have daily quoted net asset values that are readily determinable for identical assets that the Company can access. Separate Account variable annuity liabilities are equal to the estimated fair value of the Separate Account variable annuity assets.
(3) Represents embedded derivatives related to fixed indexed annuity and indexed universal life products reported in Future policy benefit reserves and Other policyholder funds as well as net MRBs reported in Policyholders' account balances in the Company's Consolidated Balance Sheets.
Horace Mann Educators Corporation
14
Third Quarter 2026 Form 10-Q

NOTE 4 - Fair Value of Financial Instruments (continued)
Changes in Level 3 Fair Value Measurements
The reconciliation for all financial assets and financial liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) were as follows:
($ in millions)Financial Assets
Financial
Liabilities(1)
Municipal
Bonds		Corporate
Bonds

Mortgage-Backed
and Other
Asset-
Backed
Securities(2)
Total
Fixed
Maturity
Securities		Equity SecuritiesTotal
Beginning balance, July 1, 2026$84.4 $321.9 $34.3 $440.6 $3.6 $444.2 $72.3 
Transfers into Level 3(3)
— — — — — — — 
Transfers out of Level 3(3)
— — — — — — — 
Total gains or losses
Net investment gains (losses) included in net income
— (2.9)(0.1)(3.0)— (3.0)— 
 Net investment (gains) losses included in net income related to financial liabilities
— — — — — — (2.4)
Net unrealized gains (losses)
   included in OCI
(3.3)(12.0)(1.1)(16.4)— (16.4)(0.2)
Purchases— 26.0 — 26.0 — 26.0 — 
Issuances— — — — — — 0.8 
Sales— (8.5)— (8.5)— (8.5)— 
Settlements— — — — — — — 
Paydowns, maturities and distributions(0.6)(11.0)(2.7)(14.3)— (14.3)(4.1)
Ending balance, September 30, 2026$80.5 $313.5 $30.4 $424.4 $3.6 $428.0 $66.4 
Beginning balance, January 1, 2026$78.4 $342.6 $44.3 $465.3 $3.8 $469.1 $73.1 
Transfers into Level 3(3)
— — — — — — — 
Transfers out of Level 3(3)
— — — — — — — 
Total gains or losses
Net investment gains (losses) included in net income
— (2.9)0.3 (2.6)(0.2)(2.8)— 
 Net investment (gains) losses included in net income related to financial liabilities
— — — — — — 2.5 
Net unrealized gains (losses)
   included in OCI
(3.9)(17.4)(2.9)(24.2)— (24.2)(0.4)
Purchases9.1 50.1 — 59.2 — 59.2 — 
Issuances— — — — — — 2.3 
Sales— (30.0)(0.7)(30.7)— (30.7)— 
Settlements— — — — — — — 
Paydowns, maturities and distributions(3.1)(28.9)(10.6)(42.6)— (42.6)(11.1)
Ending balance, September 30, 2026$80.5 $313.5 $30.4 $424.4 $3.6 $428.0 $66.4 
(1)Represents embedded derivatives related to fixed indexed annuity and indexed universal life products reported in Future policy benefit reserves and Other policyholder funds as well as net MRBs reported in Policyholders' account balances in the Company's Consolidated Balance Sheets.
(2)Includes U.S. Government and federally sponsored agency obligations for mortgage-backed securities and other asset-backed securities.
(3)Transfers into and out of Level 3 during the three and nine months ended September 30, 2026 were related to changes in the primary pricing source or changes in observability of external information used in determining fair value. The Company's policy is to recognize transfers into and out of the levels as having occurred at the end of the reporting period in which the transfers were determined.

Horace Mann Educators Corporation
15
Third Quarter 2026 Form 10-Q

NOTE 4 - Fair Value of Financial Instruments (continued)
($ in millions)Financial Assets
Financial
Liabilities(1)
Municipal
Bonds		Corporate
Bonds

Mortgage-Backed
and Other
Asset-
Backed
Securities(2)
Total
Fixed
Maturity
Securities		Equity Securities & Limited Partnership InterestsTotal
Beginning balance, July 1, 2025$75.9 $342.0 $63.2 $481.0 $38.0 $519.0 $74.0 
Transfers into Level 3(3)
1.2 — — 1.2 — 1.2 — 
Transfers out of Level 3(3)
— — — — — — — 
Total gains or losses
Net investment gains (losses) included in net income
— — — — (0.3)(0.3)— 
 Net investment (gains) losses included in net income related to financial liabilities
— — — — — — (1.2)
 Net unrealized gains (losses)
   included in OCI
1.1 9.9 0.3 11.3 11.3 (0.2)
Purchases— 11.7 4.0 15.7 — 15.7 — 
Issuances— — — — — — 1.0 
Sales— (23.6)(5.3)(28.9)— (28.9)— 
Settlements— — — — — — — 
Paydowns, maturities and distributions(0.1)0.2 (3.1)(2.9)— (2.9)(3.8)
Ending balance, September 30, 2025$78.1 $340.2 $59.1 $477.4 $37.7 $515.1 $69.8 
Beginning balance, January 1, 2025$74.9 $351.3 $73.7 $499.9 $33.1 $533.0 $75.5 
Transfers into Level 3(3)
1.2 — — 1.2 — 1.2 — 
Transfers out of Level 3(3)
— — — — — — — 
Total gains or losses
Net investment gains (losses) included in net income
— — — — 4.6 4.6 — 
 Net investment (gains) losses included in net income related to financial liabilities
— — — — — — 4.4 
Net unrealized gains/losses
   included in OCI
2.6 11.8 — 14.4 — 14.4 (0.4)
Purchases— 33.9 4.0 37.9 — 37.9 — 
Issuances— — — — — — 3.1 
Sales— (49.0)(7.2)(56.2)— (56.2)— 
Settlements— — — — — — — 
Paydowns, maturities and distributions(0.6)(7.8)(11.4)(19.8)— (19.8)(12.8)
Ending balance, September 30, 2025$78.1 $340.2 $59.1 $477.4 $37.7 $515.1 $69.8 
(1)Represents embedded derivatives related to fixed indexed annuity and indexed universal life products reported in Future policy benefit reserves and Other policyholder funds as well as net MRBs reported in Policyholders' account balances in the Company's Consolidated Balance Sheets.
(2)Includes U.S. Government and federally sponsored agency obligations for mortgage-backed securities and other asset-backed securities.
(3)Transfers into and out of Level 3 during the three and nine months ended September 30, 2025 were related to changes in the primary pricing source or changes in observability of external information used in determining fair value. The Company's policy is to recognize transfers into and out of the levels as having occurred at the end of the reporting period in which the transfers were determined.

For the three and nine months ended September 30, 2026, the Company had net losses of $3.0 and $2.8 million with respect to Level 3 financial assets. For the three and nine months ended September 30, 2025, the Company had net losses of $0.3 million and net gains of $4.6 million with respect to Level 3 financial assets.
For the three and nine months ended September 30, 2026, the Company had net gains of $2.4 million and net losses of $2.5 million, respectively, that were included in net income that were attributable to changes in the fair value of Level 3 financial liabilities. For the three and nine months ended September 30, 2025, the Company had net gains of $1.2 million and net losses of $4.4 million, respectively, that were included in net income and attributable to changes in the fair value of Level 3 financial liabilities.

Horace Mann Educators Corporation
16
Third Quarter 2026 Form 10-Q

NOTE 4 - Fair Value of Financial Instruments (continued)
Level 3 Assets and Liabilities by Price Source
The table below presents the balances of Level 3 assets and liabilities measured at fair value with their corresponding pricing sources:
($ in millions)
Total
Internal
External
September 30, 2026
Financial Assets
Fixed maturity securities
U.S. Government and federally sponsored agency obligations:
Mortgage-backed securities$— $— $— 
Municipal bonds80.5 — 80.5 
Corporate bonds313.5 161.4 152.1 
Other asset-backed securities30.4 — 30.4 
Total fixed maturity securities424.4 161.4 263.0 
Equity securities3.6 2.5 1.1 
Totals428.0 163.9 264.1 
Financial Liabilities(1)
66.4 66.4 — 
December 31, 2025
Financial Assets
Fixed maturity securities
U.S. Government and federally sponsored agency obligations:
Mortgage-backed securities— — — 
Municipal bonds78.4 — 78.4 
Corporate bonds342.6 6.7 335.9 
Other asset-backed securities44.3 — 44.3 
Total fixed maturity securities465.3 6.7 458.6 
Equity securities3.8 2.6 1.2 
Totals469.1 9.3 459.8 
Financial Liabilities(1)
$73.1 $73.1 $— 
(1) Represents embedded derivatives related to fixed indexed annuity and indexed universal life products reported in Future policy benefit reserves and Other policyholder funds as well as net MRBs reported in Policyholders' account balances in the Company's Consolidated Balance Sheets.

External pricing sources for securities represent prices from prior transactions or unadjusted third-party pricing information where pricing inputs are not readily available. For annual reporting periods, certain Level 3 securities are valued with assistance from an independent third-party valuation specialist. During interim reporting periods, the Company updates those valuations using internally developed estimates that are based on the same valuation methodologies and significant assumptions applied by the independent valuation specialist, adjusted as appropriate for current market conditions and security-specific information.

Horace Mann Educators Corporation
17
Third Quarter 2026 Form 10-Q

NOTE 4 - Fair Value of Financial Instruments (continued)
Quantitative Information about Level 3 Fair Value Measurements
The following table provides quantitative information about the significant unobservable inputs for recurring fair value measurements categorized with Level 3.
($ in millions)

Fair Value at
September 30, 2026
Valuation Technique(s)Unobservable Inputs
Range
(Weighted Average)
and Single Point Best
Estimate(1)
Impact of Increase in Input on Fair Value
Financial Assets
Corporate bonds
$161.4 
discounted cash flow
yield
4.6% - 12.0%
decrease
discounted cash flow
option adjusted spread
66 bps - 1039 bps
decrease
Financial Liabilities
Derivatives embedded in fixed indexed annuity products$78.8 discounted cash flowlapse rate7.5%decrease
mortality multiplier(2)
65.0%decrease
option budget
0.9% - 3.9%
increase
non-performance adjustment(3)
5.0%decrease
Net MRBs$(12.4)discounted cash flow lapse rate 7.6%decrease
mortality multiplier(2)
65.0%increase
(1)    When a range of unobservable inputs is not readily available, the Company uses a single point best estimate.
(2)    Mortality multiplier is applied to the Annuity 2000 table.
(3)    Determined as a percentage of the risk-free rate.

($ in millions)
Fair Value at
December 31, 2025
Valuation TechniquesUnobservable Inputs
Range
(Weighted Average)
and Single Point Best Estimate(1)
Impact of Increase in Input on Fair Value
Financial Liabilities
Derivatives embedded in fixed indexed annuity products$82.1 discounted cash flowlapse rate7.5%decrease
mortality multiplier(2)
71.0%decrease
option budget
0.9% - 3.9%
increase
non-performance adjustment(3)
5.0%decrease
Net MRBs$(9.0)discounted cash flowlapse rate7.5%decrease
mortality multiplier(2)
71.0%increase
(1) When a range of unobservable inputs is not readily available, the Company uses a single point best estimate.
(2) Mortality multiplier is applied to the Annuity 2000 table.
(3) Determined as a percentage of the risk-free rate.

The valuation techniques and significant unobservable inputs used in the fair value measurement for financial assets and financial liabilities classified as Level 3 are subject to the processes as described in Part II - Item 8, Note 3 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Generally, valuation techniques for corporate bonds include using discounted cash flow techniques where the unobservable input is the yield.

Horace Mann Educators Corporation
18
Third Quarter 2026 Form 10-Q

NOTE 4 - Fair Value of Financial Instruments (continued)
Financial Instruments Not Carried at Fair Value
The Company has various other financial assets and financial liabilities used in the normal course of business that are not carried at fair value, but for which fair value disclosure is required. These financial assets and financial liabilities are further described in Part II - Item 8, Note 3 in the Company's Annual Report on Form 10-K for the year ended December 31, 2025. The following table presents the carrying amount and fair value of the Company’s financial assets and financial liabilities not carried at fair value and the level within the fair value hierarchy at which such financial assets and liabilities are categorized.
($ in millions)Carrying
Amount		Fair
Value		Fair Value Measurements at
Reporting Date Using
Level 1Level 2Level 3
September 30, 2026
Financial Assets
Policy loans$136.8 $139.7 $— $— $139.7 
Other investments93.7 92.3 — 38.2 54.1 
Deposit asset on reinsurance2,333.6 1,936.6 — — 1,936.6 
Financial Liabilities
Policyholders' account balances
4,972.6 4,634.7 — — 4,634.7 
Other policyholder funds1,091.0 1,091.0 — 1,088.1 2.9 
Long-term debt594.6 605.5 — 605.5 — 
December 31, 2025
Financial Assets
Policy loans$138.1 $141.2 $— $— $141.2 
Other investments77.4 77.5 — 39.3 38.2 
Deposit asset on reinsurance2,369.6 2,143.1 — — 2,143.1 
Financial Liabilities
Policyholders' account balances
4,984.9 4,791.1 — — 4,791.1 
Other policyholder funds 1,046.2 1,046.2 — 1,043.2 3.0 
Long-term debt593.4 629.1 — 629.1 — 


Horace Mann Educators Corporation
19
Third Quarter 2026 Form 10-Q

NOTE 5 - Short-Duration Insurance Contracts
Property & casualty Unpaid Claims and Claim Expense Reserves
The following table is a summary reconciliation of the beginning and ending property & casualty unpaid claims and claim expense reserves for the periods indicated. The table presents reserves on both a gross and net (after reinsurance) basis. The total net property & casualty insurance claims and claim expense incurred amounts are reflected in the Consolidated Statements of Operations and Comprehensive Income (Loss). The end of period gross reserves (before reinsurance balances and reinsurance recoverable balances) are reflected on a gross basis in the Consolidated Balance Sheets. Also included in property & casualty claims expense reserves are legacy commercial line exposures, which are included in the Corporate & Other segment for segment reporting purposes.
($ in millions)Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Property & Casualty
Beginning gross reserves$415.4 $419.8 $404.5 $420.6 
Less: reinsurance recoverables100.6 98.8 101.2 100.8 
Net reserves, beginning of period(1)
314.8 321.0 303.3 319.8 
Incurred claims and claim expenses:
Claims occurring in the current period126.4 126.3 379.5 391.9 
Increase (decrease) in estimated reserves for claims occurring in prior periods(2)
(8.0)(3.0)(19.6)(13.8)
Total claims and claim expenses incurred118.4 123.3 359.9 378.1 
Claims and claim expense payments
for claims occurring during:
Current period
98.5 99.5 222.0 239.2 
Prior periods
28.7 39.2 135.2 153.1 
Total claims and claim expense payments127.2 138.7 357.2 392.3 
Net reserves, end of period(1)
306.0 305.6 306.0 305.6 
Plus: reinsurance recoverables100.1 98.7 100.1 98.7 
Ending gross reserves$406.1 $404.3 $406.1 $404.3 
(1)Reserves net of expected reinsurance recoverables.
(2)Shows the amounts by which the Company increased (decreased) its reserves in each of the periods indicated for claims occurring in previous periods to reflect subsequent information on such claims and changes in their projected final settlement costs - also known as prior years' reserve development.

The Company recognized $8.0 million and $19.6 million of net favorable prior years' reserve development for the three and nine months ended September 30, 2026. There was $3.0 million and $13.8 million of net favorable prior years' reserve development for the three and nine months ended September 30, 2025. The net favorable development for the nine months ended September 30, 2026 was primarily a result of favorable loss trends in auto and property for accident years 2025 and prior. The net favorable development for the nine months ended September 30, 2025 was primarily a result of favorable loss trends in auto and property for accident years 2024 and prior.
Group Benefits Unpaid Claims and Claim Expense Reserves
The following table is a summary reconciliation of the beginning and ending Group Benefits unpaid claims and claim expense reserves for the periods indicated. The table presents reserves on both a gross and net (after reinsurance) basis. The total net Group Benefits insurance claims and claim expense incurred amounts are reflected in the Consolidated Statements of Operations and Comprehensive Income (Loss). The end of period gross reserves (before reinsurance balances and reinsurance recoverable balances) are reflected on a gross basis in the Consolidated Balance Sheets.

Horace Mann Educators Corporation
20
Third Quarter 2026 Form 10-Q

NOTE 5 - Short-Duration Insurance Contracts (continued)
($ in millions)Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Group Benefits
Beginning gross reserves$119.4 $113.2 $113.2 $104.9 
Less: reinsurance recoverables27.7 25.8 26.5 25.2 
Net reserves, beginning of period(1)
91.7 87.4 86.7 79.7 
Incurred claims and claim expenses:
Claims occurring in the current period13.9 15.6 59.9 52.6 
Increase (decrease) in estimated reserves for claims occurring in prior periods(2)
1.0 (2.6)(3.3)(5.2)
Total claims and claim expenses incurred14.9 13.0 56.6 47.3 
Claims and claim expense payments
for claims occurring during:
Current period
12.8 9.9 29.1 19.6 
Prior periods
6.2 5.6 26.5 22.5 
Total claims and claim expense payments19.1 15.4 55.6 42.1 
Net reserves, end of period(1)
87.6 85.0 87.6 85.0 
Plus: reinsurance recoverables26.0 26.0 26.0 26.0 
Ending gross reserves$113.6 $111.0 $113.6 $111.0 
(1) Reserves net of expected reinsurance recoverables.
(2) Shows the amounts by which the Company increased (decreased) its reserves in each of the periods indicated for claims occurring in previous periods to reflect subsequent information on such claims and changes in their projected final settlement costs - also known as prior years' reserve development.

Net unfavorable prior years' reserve development for Group Benefits was $1.0 million for the three months ended September 30, 2026 while net favorable prior year's reserve development for Group Benefits was $3.3 million for the nine months ended September 30, 2026. There was $2.6 million and $5.2 million of net favorable prior years' reserve development for the three and nine months ended September 30, 2025. The favorable development for the nine months ended September 30, 2026 was primarily the result of favorable loss trends in group life for loss years 2025 and prior. The favorable development for the nine months ended September 30, 2025 was primarily the result of favorable loss trends in group life and disability for loss years 2024 and prior.
Reconciliation of Property & Casualty and Group Benefits Unpaid Claims and Claim Expense Reserves to the Consolidated Balance Sheets
($ in millions)
As of September 30, 2026
As of December 31, 2025
Ending gross reserves
Property & Casualty$406.1 $404.5 
Group Benefits113.6 113.2 
Total short-duration insurance contracts519.7 517.7 
Other than short-duration(1)
51.6 47.5 
Total unpaid claims and claims expenses$571.3 $565.2 
(1) This line includes Life & Retirement, Supplemental, and other certain group benefit reserves.
Note 6 - Long-Duration Insurance Contracts
Liability for Future Policy Benefits

As of and for the three and nine months ended September 30, 2026 and 2025, the Company updated the net premium ratio when updating for actual historical experience for the quarter. In addition, future cash flow assumptions were reviewed and updated in the third quarter of 2026 and 2025 after the Company completed its annual comprehensive assumption review.
The following tables summarize balances and changes in LFPB for traditional and limited-pay contracts.

Horace Mann Educators Corporation
21
Third Quarter 2026 Form 10-Q



NOTE 6 - Long-Duration Insurance Contracts (continued)
The balances of and changes in LFPB as of and for the three months ended September 30, 2026 were as follows:
($ in millions)
Whole Life Term Life
Experience
Life(1)
Limited-Pay Whole Life
Supplemental
Health(2)
SPIA (life contingent)
Present value of expected net premiums:
Balance at July 1, 2026
$221.4 $244.5 $63.0 $33.7 $189.0 $— 
July 1, 2026 balance at original discount rate
250.8 261.3 61.6 35.6 216.6 — 
Effect of:
Change in cash flow assumptions(2.0)16.7 (4.3)(0.2)(9.1)— 
Actual variances from expected experience (0.3)(1.8)(0.9)(0.2)3.7 — 
Adjusted balance at July 1, 2026
248.5 276.2 56.3 35.3 211.0 — 
Issuances(3)
2.2 5.7 — 0.3 14.3 0.4 
Interest accruals(4)
2.1 3.0 0.8 0.4 2.0 — 
Net premiums collected(5)
(6.4)(6.7)(1.5)(1.1)(7.1)(0.4)
September 30, 2026 balance at original discount rate
246.3 278.2 55.6 34.9 220.1 — 
Effect of changes in discount rate assumptions(41.3)(36.4)(2.2)(3.3)(34.0)— 
Balance at September 30, 2026
205.1 241.8 53.4 31.5 186.1 — 
Present value of expected future policy benefits:
Balance at July 1, 2026
501.7 393.0 780.9 89.8 377.6 91.5 
July 1, 2026 balance at original discount rate
616.5 437.4 750.9 119.3 464.3 99.7 
Effect of:
Changes in cash flow assumptions(2.4)16.8 (7.1)(0.2)(13.3)— 
Actual variances from expected experience(0.5)(3.0)(1.2)(0.3)4.4 (0.1)
Adjusted balance at July 1, 2026
613.5 451.1 742.6 118.8 455.3 99.7 
Issuances 2.2 5.7 — 0.3 14.3 0.4 
Interest accruals 5.4 4.6 10.9 1.2 3.6 1.0 
Benefit payments(6)
(7.4)(3.0)(16.4)(1.0)(9.3)(2.7)
September 30, 2026 balance at original discount rate
613.7 458.5 737.1 119.4 463.9 98.5 
Effect of changes in discount rate assumptions(155.1)(81.4)(20.5)(38.3)(104.3)(12.8)
Balance at September 30, 2026
458.5 377.1 716.6 81.1 359.6 85.6 
Net liability for future policy benefits 253.5 135.3 663.2 49.6 173.5 85.6 
Less: Reinsurance recoverable (52.5)(20.6)(0.7)(1.4)(4.7)(3.8)
Net liability for future policy benefits, after reinsurance recoverable 201.0 114.7 662.4 48.2 168.8 81.9 
Impact of flooring on net liability for future policy benefits— — — — — — 
Net liability for future policy benefits at September 30, 2026
$201.0 $114.7 $662.4 $48.2 $168.8 $81.9 
(1) Experience Life contains both whole life and term elements.
(2) As of September 30, 2026, the net LFPB for Supplemental Health was $59.8 million for cancer, $15.5 million for accident, $18.7 million for disability and $74.7 million for other supplemental health policies.
(3) Issuances are calculated at present value, using the original discount rate, of the expected net premiums or the expected future policy benefits related to new policies issued during the current period.
(4) Interest accruals represent the interest earned on the beginning present value of either the expected net premiums or the expected future policy benefits using the original interest rate.
(5) Net premiums collected represent the product of the current period net premium ratio and the gross premiums collected during the period of in force business.
(6) Benefit payments represent the release of the present value, using the original discount rate, of the expected future policy benefits due to death, lapse/withdrawal and maturity payments based on revised expected assumptions.
Horace Mann Educators Corporation
22
Third Quarter 2026 Form 10-Q



NOTE 6 - Long-Duration Insurance Contracts (continued)

The balances of and changes in LFPB as of and for the nine months ended September 30, 2026 were as follows:
($ in millions)
Whole Life Term Life
Experience
Life(1)
Limited-Pay Whole Life
Supplemental
Health(2)
SPIA (life contingent)
Present value of expected net premiums:
Balance at January 1, 2026$239.5 $245.2 $67.1 $35.0 $187.5 $— 
January 1, 2026 balance at original discount rate270.6 259.7 64.5 36.5 213.6 — 
Effect of:
Change in cash flow assumptions(2.0)16.7 (4.3)(0.2)(9.1)— 
Actual variances from expected experience (1.7)(3.3)(2.2)(0.6)6.7 — 
Adjusted balance at January 1, 2026267.0 273.2 57.9 35.7 211.1 — 
Issuances(3)
7.5 16.0 — 1.4 24.4 0.7 
Interest accruals(4)
6.4 8.7 2.6 1.1 5.5 — 
Net premiums collected(5)
(34.6)(19.6)(4.9)(3.3)(20.9)(0.7)
September 30, 2026 balance at original discount rate
246.3 278.2 55.6 34.9 220.1 — 
Effect of changes in discount rate assumptions(41.3)(36.4)(2.2)(3.3)(34.0)— 
Balance at September 30, 2026
205.1 241.8 53.4 31.5 186.1 — 
Present value of expected future policy benefits:
Balance at January 1, 2026518.4 389.3 807.8 89.6 379.0 96.0 
January 1, 2026 balance at original discount rate631.9 429.8 763.3 118.1 462.7 103.0 
Effect of:
Changes in cash flow assumptions(2.4)16.8 (7.1)(0.2)(13.3)— 
Actual variances from expected experience(1.8)(3.9)(2.9)(0.7)7.2 (0.3)
Adjusted balance at January 1, 2026627.6 442.7 753.3 117.2 456.6 102.7 
Issuances 7.5 16.2 — 1.4 24.4 0.7 
Interest accruals 16.2 13.4 33.3 3.5 10.5 2.9 
Benefit payments(6)
(37.6)(13.7)(49.4)(2.7)(27.6)(7.8)
September 30, 2026 balance at original discount rate
613.7 458.5 737.1 119.4 463.9 98.5 
Effect of changes in discount rate assumptions(155.1)(81.4)(20.5)(38.3)(104.3)(12.8)
Balance at September 30, 2026
458.5 377.1 716.6 81.1 359.6 85.6 
Net liability for future policy benefits 253.5 135.3 663.2 49.6 173.5 85.6 
Less: Reinsurance recoverable (52.5)(20.6)(0.7)(1.4)(4.7)(3.8)
Net liability for future policy benefits, after reinsurance recoverable 201.0 114.7 662.4 48.2 168.8 81.9 
Impact of flooring on net liability for future policy benefits— — — — — — 
Net liability for future policy benefits at September 30, 2026
$201.0 $114.7 $662.4 $48.2 $168.8 $81.9 
(1) Experience Life contains both whole life and term elements.
(2) As of September 30, 2026, the net LFPB for Supplemental Health was $59.8 million for cancer, $15.5 million for accident, $18.7 million for disability and $74.7 million for other supplemental health policies.
(3) Issuances are calculated at present value, using the original discount rate, of the expected net premiums or the expected future policy benefits related to new policies issued during the current period.
(4) Interest accruals represent the interest earned on the beginning present value of either the expected net premiums or the expected future policy benefits using the original interest rate.
(5) Net premiums collected represent the product of the current period net premium ratio and the gross premiums collected during the period of in force business.
(6) Benefit payments represent the release of the present value, using the original discount rate, of the expected future policy benefits due to death, lapse/withdrawal and maturity payments based on revised expected assumptions.
Horace Mann Educators Corporation
23
Third Quarter 2026 Form 10-Q



NOTE 6 - Long-Duration Insurance Contracts (continued)

The balances of and changes in LFPB as of and for the year ended December 31, 2025 were as follows:
($ in millions)
Whole Life Term Life
Experience
Life(1)
Limited-Pay Whole Life
Supplemental
Health(2)
SPIA (life contingent)
Present value of expected net premiums:
Balance at January 1, 2025$229.1 $245.9 $66.6 $34.2 $179.9 $— 
January 1, 2025 balance at original discount rate263.2 271.2 65.4 36.8 214.6 — 
Effect of:
Change in cash flow assumptions6.3 (16.5)0.7 0.4 (2.8)— 
Actual variances from expected experience 0.3 (3.4)1.6 (0.2)(2.4)— 
Adjusted balance at January 1, 2025269.8 251.3 67.7 37.0 209.4 — 
Issuances(3)
10.7 23.6 — 2.5 22.9 2.4 
Interest accruals(4)
8.4 11.1 3.7 1.5 7.0 — 
Net premiums collected(5)
(18.3)(26.3)(6.9)(4.5)(25.7)(2.4)
December 31, 2025 balance at original discount rate270.6 259.7 64.5 36.5 213.6 — 
Effect of changes in discount rate assumptions(31.1)(14.5)2.6 (1.5)(26.1)— 
Balance at December 31, 2025239.5 245.2 67.1 35.0 187.5 — 
Present value of expected future policy benefits:
Balance at January 1, 2025504.3 377.8 813.2 86.2 383.4 97.3 
January 1, 2025 balance at original discount rate617.4 433.2 782.8 114.3 482.8 107.3 
Effect of:
Changes in cash flow assumptions5.9 (20.7)1.7 0.2 (5.3)— 
Actual variances from expected experience1.0 (4.4)3.4 — (4.7)0.1 
Adjusted balance at January 1, 2025624.3 408.1 787.9 114.5 472.8 107.4 
Issuances 10.7 23.8 — 2.5 22.9 2.4 
Interest accruals 21.0 17.0 45.7 4.5 13.9 4.1 
Benefit payments(6)
(24.1)(19.1)(70.3)(3.4)(46.9)(10.9)
December 31, 2025 balance at original discount rate631.9 429.8 763.3 118.1 462.7 103.0 
Effect of changes in discount rate assumptions(113.5)(40.4)44.5 (28.5)(83.7)(7.0)
Balance at December 31, 2025518.4 389.3 807.8 89.6 379.0 96.0 
Net liability for future policy benefits 278.8 144.1 740.8 54.6 191.8 96.0 
Less: Reinsurance recoverable (57.3)(20.9)(0.8)(1.4)(5.1)(3.8)
Net liability for future policy benefits, after reinsurance recoverable 221.5 123.2 740.0 53.2 186.7 92.2 
Impact of flooring on net liability for future policy benefits— — — — — — 
Net liability for future policy benefits at December 31, 2025$221.5 $123.2 $740.0 $53.2 $186.7 $92.2 
(1) Experience Life contains both whole life and term elements.
(2) As of December 31, 2025, the net LFPB for Supplemental Health was $66.0 million for cancer, $17.9 million for accident, $21.3 million for disability and $81.5 million for other supplemental health policies.
(3) Issuances are calculated at present value, using the original discount rate, of the expected net premiums or the expected future policy benefits related to new policies issued during the current period.
(4) Interest accruals represent the interest earned on the beginning present value of either the expected net premiums or the expected future policy benefits using the original interest rate.
(5) Net premiums collected represent the product of the current period net premium ratio and the gross premiums collected during the period of in force business.
(6) Benefit payments represent the release of the present value, using the original discount rate, of the expected future policy benefits due to death, lapse/withdrawal and maturity payments based on revised expected assumptions.

Horace Mann Educators Corporation
24
Third Quarter 2026 Form 10-Q



NOTE 6 - Long-Duration Insurance Contracts (continued)
The following table reconciles the net LFPB to LFPB in the Consolidated Balance Sheets. DPL for single premium and immediate annuity products is presented together with LFPB in the Consolidated Balance Sheets:
($ in millions)September 30, 2026December 31, 2025
Whole life$253.5 $278.8 
Term life135.3 144.1 
Experience life663.2 740.8
Limited-pay whole life49.6 54.6 
Supplemental health173.5 191.8 
SPIA (life contingent)85.6 96.0 
Limited-pay whole life DPL6.9 6.2 
SPIA (life contingent) DPL1.3 1.5 
Reconciling items(1)
94.4 97.7 
Total$1,463.3 $1,611.5 
(1) Reconciling items primarily relate to products not in scope of ASU 2018-12 and return of premium reserves.
The following table summarizes the amount of revenue and interest related to traditional and limited-payment contracts recognized in the Consolidated Statements of Operations and Comprehensive Income (Loss):
($ in millions)Gross premiums or assessments Gross premiums or assessments
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Whole life$7.4 $7.1 $21.8 $21.5 
Term life12.1 12.4 35.8 35.2 
Experience life6.8 7.2 20.7 21.9 
Limited-pay whole life1.9 1.9 5.3 5.3 
Supplemental health33.4 31.3 98.9 93.4 
SPIA (life contingent) 0.5 0.5 0.7 1.8 
Total$62.1 $60.4 $183.2 $179.1 
($ in millions)Interest expenseInterest expense
Three Months Ended September 30,Nine Months Ended September 30,
2026202520262025
Whole life$3.3 $3.1 $9.7 $9.4 
Term life1.6 1.5 4.7 4.4 
Experience life10.1 10.5 30.7 31.6 
Limited-pay whole life0.8 0.8 2.4 2.3 
Supplemental health1.6 1.7 5.0 5.2 
SPIA (life contingent) 1.0 1.0 2.9 3.1 
Total$18.4 $18.6 $55.4 $56.0 








Horace Mann Educators Corporation
25
Third Quarter 2026 Form 10-Q



NOTE 6 - Long-Duration Insurance Contracts (continued)
The following table provides the amount of undiscounted and discounted expected gross premiums and expected future benefits and expenses for traditional and limited-payment contracts:
($ in millions)
As of
September 30, 2026
As of
December 31, 2025
Undiscounted DiscountedUndiscountedDiscounted
Whole life
Expected future gross premiums $541.4 $341.9 $547.3 $364.1 
Expected future benefits and expenses1,340.4 613.7 1,340.4 631.9 
Term life
Expected future gross premiums 787.7 484.2 692.2 456.7 
Expected future benefits and expenses830.0 458.5 735.9 429.8 
Experience Life
Expected future gross premiums 414.6 237.7 453.1 256.3 
Expected future benefits and expenses1,415.2 737.1 1,531.5 763.3 
Limited-pay whole life
Expected future gross premiums 73.8 54.4 75.9 56.0 
Expected future benefits and expenses334.7 119.4 337.8 118.1 
Supplemental health
Expected future gross premiums 1,614.1 1,148.0 1,613.0 1,160.1 
Expected future benefits and expenses699.3 463.9 674.0 462.7 
SPIA (life contingent)
Expected future gross premiums — — — — 
Expected future benefits and expenses138.0 98.5 144.6 103.0 
For the nine months ended September 30, 2026 and for the year ended December 31, 2025, net premiums exceeded gross premiums for several cohorts in the Whole Life and Term Life product lines. This resulted in an immaterial change to current period benefit expense for both periods.
The following table summarizes the ranges of actual experience and expected experience for mortality and lapses of LFPB:
September 30, 2026
Whole Life Term LifeExperience Life Limited-Pay Whole Life
Supplemental Health
SPIA (life contingent)
Mortality / Morbidity
Actual experience0.7 %
0.1% - 1.0%
1.8 %0.2 %31.2 %N.M.
Expected experience0.8 %
0.1% - 1.5%
2.0 %0.3 %26.7 %N.M.
Lapses
Actual experience3.7 %
4.6% - 13.2%
4.4 %4.2 %10.9 %N.M.
Expected experience3.4 %
4.8% - 12.6%
3.2 %3.6 %10.7 %N.M.
September 30, 2025
Whole LifeTerm LifeExperience LifeLimited-Pay Whole Life
Supplemental Health
SPIA (life contingent)
Mortality / Morbidity
Actual experience0.8 %
0.1% - 0.7%
1.8 %0.5 %27.1 %N.M.
Expected experience0.8 %
0.1% - 1.3%
1.9 %0.3 %26.5 %N.M.
Lapses
Actual experience3.5 %
3.8% - 13.6%
3.8 %3.3 %10.7 %N.M.
Expected experience3.8 %
5.1% - 13.4%
3.0 %4.0 %10.2 %N.M.


Horace Mann Educators Corporation
26
Third Quarter 2026 Form 10-Q



NOTE 6 - Long-Duration Insurance Contracts (continued)
The following table provides the weighted-average durations of LFPB, in years:
As of September 30,
20262025
Whole life19.520.3
Term life16.216.2
Experience life9.09.6
Limited-pay whole life 24.025.5
Supplemental health11.911.7
SPIA (life contingent) 7.37.4
The following table provides ranges of the weighted-average interest rates for LFPB:
As of September 30,
20262025
Whole life
Interest accretion rate
1.7% - 4.8%
1.7% - 4.8%
Current discount rate
5.5% - 6.6%
4.7% - 5.5%
Term life
Interest accretion rate
4.2% - 4.3%
4.2% - 4.2%
Current discount rate
6.3% - 6.4%
5.1% - 5.3%
Experience life
Interest accretion rate 6.1 %6.1 %
Current discount rate6.4 %5.3 %
Limited-pay whole life
Interest accretion rate4.0 %4.0 %
Current discount rate6.7 %5.7 %
Supplemental health
Interest accretion rate
1.7% - 2.9%
1.7% - 2.8%
Current discount rate
6.4% - 6.6%
5.3% - 5.5%
SPIA (life contingent)
Interest accretion rate
 1.7% - 4.1%
1.7% - 4.1%
Current discount rate
6.2% - 6.3%
5.0% - 5.1%























Horace Mann Educators Corporation
27
Third Quarter 2026 Form 10-Q



NOTE 6 - Long-Duration Insurance Contracts (continued)
Liability for Policyholders' Account Balances

The Company recognizes a liability for policyholders' account balances. The following tables summarize balances of and changes in policyholders' account balances:
($ in millions)Three Months Ended September 30, 2026
Indexed Universal Life
Experience Life(1)
Fixed Account Annuities Fixed Indexed Account Annuities SPIA (non-life contingent)
Balance at July 1, 2026$108.0 $52.8 $4,469.0 $360.7 $25.8 
Premiums received(2)
$7.9 $(0.2)$55.1 $2.6 $0.5 
Surrenders and withdrawals(3)
(0.6)(0.8)(80.3)(10.3)— 
Benefit payments(4)
— (0.4)(16.8)(1.8)(1.1)
Net transfers from (to) separate account (1.0)— 6.8 (0.3)— 
Interest credited(5)
1.7 0.6 42.9 4.8 0.2 
Other(0.8)— (4.3)(0.9)— 
Balance at September 30, 2026$115.3 $52.1 $4,472.3 $354.8 $25.4 
Weighted-average crediting rate 6.4 %5.0 %3.9 %5.5 %3.3 %
Net amount at risk(6)
$— $— $20.9 $— $— 
Cash surrender value $90.7 $51.5 $4,411.0 $350.7 $25.1 
($ in millions) Three Months Ended September 30, 2025
Indexed Universal Life
Experience Life(1)
Fixed Account AnnuitiesFixed Indexed Account Annuities SPIA (non-life contingent)
Balance at July 1, 2025$82.3 $56.5 $4,495.1 $388.6 $27.9 
Premiums received(2)
$5.8 $(0.2)$61.3 $3.1 $0.3 
Surrenders and withdrawals(3)
(0.7)(0.9)(77.0)(9.3)(0.1)
Benefit payments(4)
— (0.3)(14.9)(0.6)(0.9)
Net transfers from (to) separate account(0.1)— 3.6 (0.2)— 
Interest credited(5)
1.2 0.7 42.6 4.0 0.2 
Other(1.3)(0.1)3.9 (3.3)— 
Balance at September 30, 2025$87.2 $55.7 $4,514.6 $382.3 $27.4 
Weighted-average crediting rate5.8 %5.1 %3.9 %4.2 %2.9 %
Net amount at risk(6)
$— $— $23.9 $— $— 
Cash surrender value$66.6 $55.1 $4,470.7 $377.2 $27.0 
(1) Represents the Policy Account feature embedded in our Experience Life suite of products.
(2) Premiums received represents premiums collected from policyholder during the period of in force business.
(3) Surrenders and withdrawals represent reductions to the policyholders' account balance due to policyholders surrendering the policy or withdrawing funds from the account balance.
(4) Benefit payments represent benefits due under contract that were paid to a policyholder during the periods.
(5) Interest credited represents interest earned and credited to policyholders' account balance during the periods.
(6) Net amount at risk represents guaranteed benefit amounts less current policyholders' account balance at the reporting date.
Horace Mann Educators Corporation
28
Third Quarter 2026 Form 10-Q



NOTE 6 - Long-Duration Insurance Contracts (continued)
($ in millions)Nine Months Ended September 30, 2026
Indexed Universal Life
Experience Life(1)
Fixed Account Annuities Fixed Indexed Account Annuities SPIA (non-life contingent)
Balance at January 1, 2026$95.5 $54.8 $4,486.8 $373.3 $26.1 
Premiums received(2)
$22.0 $(0.6)$131.3 $8.3 $2.4 
Surrenders and withdrawals(3)
(2.0)(2.8)(242.6)(30.3)(0.4)
Benefit payments(4)
(0.4)(1.2)(49.0)(3.2)(3.3)
Net transfers from (to) separate account (1.1)— 20.9 (0.6)— 
Interest credited(5)
4.6 1.9 127.1 11.9 0.6 
Other(3.2)(0.1)(2.2)(4.5)— 
Balance at September 30, 2026
$115.3 $52.1 $4,472.3 $354.8 $25.4 
Weighted-average crediting rate 6.0 %4.9 %3.9 %4.5 %3.3 %
Net amount at risk(6)
$— $— $20.9 $— $— 
Cash surrender value $90.7 $51.5 $4,411.0 $350.7 $25.1 
($ in millions) Nine Months Ended September 30, 2025
Indexed Universal Life
Experience Life(1)
Fixed Account AnnuitiesFixed Indexed Account Annuities SPIA (non-life contingent)
Balance at January 1, 2025$72.9 $58.0 $4,508.4 $409.5 $28.6 
Premiums received(2)
$16.7 $(0.6)$151.3 $10.7 $1.7 
Surrenders and withdrawals(3)
(1.5)(2.7)(247.0)(33.7)(0.3)
Benefit payments(4)
— (1.0)(58.1)(3.0)(3.2)
Net transfers from (to) separate account(0.3)— 23.8 (0.8)— 
Interest credited(5)
3.0 2.1 126.2 10.2 0.7 
Other(3.6)(0.1)10.0 (10.6)(0.1)
Balance at September 30, 2025
$87.2 $55.7 $4,514.6 $382.3 $27.4 
Weighted-average crediting rate5.1 %5.0 %3.8 %3.5 %3.6 %
Net amount at risk(6)
$— $— $23.9 $— $— 
Cash surrender value$66.6 $55.1 $4,470.7 $377.2 $27.0 
(1) Represents the Policy Account feature embedded in our Experience Life suite of products.
(2) Premiums received represents premiums collected from policyholder during the period of in force business.
(3) Surrenders and withdrawals represent reductions to the policyholders' account balance due to policyholders surrendering the policy or withdrawing funds from the account balance.
(4) Benefit payments represent benefits due under contract that were paid to a policyholder during the periods.
(5) Interest credited represents interest earned and credited to policyholders' account balance during the periods.
(6) Net amount at risk represents guaranteed benefit amounts less current policyholders' account balance at the reporting date.










Horace Mann Educators Corporation
29
Third Quarter 2026 Form 10-Q



NOTE 6 - Long-Duration Insurance Contracts (continued)
The following table reconciles policyholders' account balances to the policyholders' account balance liability in the Consolidated Balance Sheets:
($ in millions)September 30, 2026December 31, 2025
Indexed universal life$115.3 $95.5 
Experience Life 52.1 54.8 
Fixed account annuities4,472.3 4,486.8 
Fixed indexed account annuities354.8 373.3 
SPIA (non-life contingent)25.4 26.1 
Reconciling items(1)
23.3 27.6 
Total$5,043.2 $5,064.1 
(1) Reconciling items primarily relate to FIA reserves net of account balances, miscellaneous fixed annuity reserves, personal promise accounts and MRBs.
The following tables present the gross account values by range of guaranteed minimum crediting rates and the related range of difference, in basis points, between rates being credited to policyholders and the respective guaranteed minimums:
($ in millions)September 30, 2026
At Guaranteed Minimum
1-50 Basis Points Above
51-150 Basis Points Above
Greater Than 150 Basis Points Above
Total(1)
Guaranteed minimum crediting rates:
Less than 2%
$5.9 $4.5 $166.6 $514.7 $691.6 
Equal to 2% but less than 3%
39.0 169.3 169.6 201.5 579.3 
Equal to 3% but less than 4%
516.6 51.8 30.3 107.4 706.1 
Equal to 4% but less than 5%
2,488.6 — — — 2,488.6 
5% or higher
75.1 — — — 75.1 
Total$3,125.2 $225.6 $366.5 $823.6 $4,540.7 
($ in millions) December 31, 2025
At Guaranteed Minimum
1-50 Basis Points Above
51-150 Basis Points Above
Greater Than 150 Basis Points Above
Total(1)
Guaranteed minimum crediting rates:
Less than 2%
$8.3 $10.0 $255.2 $453.6 $727.1 
Equal to 2% but less than 3%
63.8 142.4 127.4 165.1 498.8 
Equal to 3% but less than 4%
577.6 10.4 31.7 105.8 725.4 
Equal to 4% but less than 5%
2,528.1 — — — 2,528.1 
5% or higher
78.1 — — — 78.1 
Total$3,255.9 $162.8 $414.3 $724.5 $4,557.5 
(1) Excludes products not containing a fixed guaranteed minimum crediting rate.
Separate Account Liabilities

Separate account assets and liabilities consist of investment accounts established and maintained by the Company for certain variable contracts. Some of these variable contracts include minimum guarantees such as GMDBs that guarantee a minimum payment to the policyholder in the event of death.
The assets that support variable contracts are measured at fair value and are reported as separate account assets on the Consolidated Balance Sheets. An equivalent amount is reported as separate account liabilities. MRB assets and liabilities for minimum guarantees are valued and presented separately from separate account assets and separate account liabilities. MRBs are discussed further in the market risk benefits section of this Note to the Consolidated Financial Statements. Policy charges assessed against the policyholders for mortality,
Horace Mann Educators Corporation
30
Third Quarter 2026 Form 10-Q



NOTE 6 - Long-Duration Insurance Contracts (continued)
administration and other services are included in the life premiums and contract charges line item on the Consolidated Statements of Operations and Comprehensive Income (Loss).
The following table presents the balances of and changes in the Separate Account variable annuity liabilities presented in the Consolidated Balance Sheets(1):
($ in millions) Retirement Services
Variable Account Annuities
September 30, 2026December 31, 2025
Balance, beginning of year$4,157.4 $3,708.8 
Deposits228.2 293.8 
Withdrawals (261.0)(316.4)
Net transfers(20.3)(27.5)
Fees and charges (47.6)(57.2)
Market appreciation (depreciation)449.0 555.9 
Other— — 
Balance, end of period$4,505.6 $4,157.4 
(1) The Separate Account variable annuity liabilities are backed by, and are equal to, the Separate Account variable annuity assets that represent contractholder funds invested in various actively traded mutual funds that have daily quoted net asset values that are readily determinable for identical assets that the Company can access.

Market Risk Benefits

The following table presents the balances of and changes in MRBs associated with deferred variable annuities as of and for the three months ended September 30, 2026 and 2025, respectively:
($ in millions) Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Balance, beginning of period$(11.1)$(6.7)$(9.0)$(6.8)
Balance, beginning of period, before effects of changes in the instrument-specific credit risk(11.0)(7.0)(9.2)(7.4)
Changes in market risk benefits(1)
(1.1)(2.5)(3.0)(2.1)
Balance, end of period(2)
$(12.1)$(9.5)$(12.1)$(9.5)
Effect of changes in the instrument-specific credit risk(0.2)0.2 (0.2)0.2 
Balance, end of period $(12.4)$(9.3)$(12.4)$(9.3)
Net amount at risk(3)
$11.1 $12.8 $11.1 $12.8 
Weighted-average attained age of contract holders62626262
(1) Reflects interest accruals and effect of changes in interest rates, equity markets, equity index volatility and future assumptions.
(2) Balance, end of period, before the effect of changes in the instrument-specific credit risk.
(3) Net amount at risk represents the current guaranteed benefit less current account balance at the reporting date.

The following table presents MRBs by amounts in an asset position and amounts in a liability position. The net liabilities (assets) are included in Policyholders' account balances presented in the Consolidated Balance Sheets.
($ in millions)
As of September 30, 2026
As of December 31, 2025
(Asset)Liability Net(Asset)LiabilityNet
Deferred variable annuities $(13.0)$0.7 $(12.4)$(10.3)$1.3 $(9.0)

Horace Mann Educators Corporation
31
Third Quarter 2026 Form 10-Q



NOTE 6 - Long-Duration Insurance Contracts (continued)
Deferred Acquisition Costs

The following tables roll-forward DAC for the periods indicated:
($ in millions) Three Months Ended September 30, 2026
Whole Life Term LifeExperience Life Limited-Pay Whole Life Indexed Universal LifeSupplemental HealthTotal Annuities
Balance, beginning of period $25.5 $36.0 $5.0 $8.4 $24.9 $15.6 $205.3 
Capitalizations0.5 0.9 — 0.1 1.5 1.3 3.7 
Amortization expense (0.3)(0.8)(0.1)(0.1)(0.3)(0.4)(4.1)
Experience adjustment — (0.1)— — — (0.1)(0.4)
Balance, end of period$25.7 $36.0 $4.9 $8.4 $26.1 $16.5 $204.4 
($ in millions)Three Months Ended September 30, 2025
Whole LifeTerm LifeExperience LifeLimited-Pay Whole LifeIndexed Universal LifeSupplemental HealthTotal Annuities
Balance, beginning of period$24.6 $34.8 $5.4 $8.1 $20.3 $12.1 $209.4 
Capitalizations0.6 1.4 — 0.2 1.3 1.2 3.7 
Amortization expense(0.3)(0.8)(0.1)(0.1)(0.2)(0.4)(3.9)
Experience adjustment(0.1)(0.1)(0.1)(0.1)(0.1)(0.1)(0.4)
Balance, end of period$24.8 $35.3 $5.3 $8.2 $21.4 $12.8 $208.8 
($ in millions) Nine Months Ended September 30, 2026
Whole LifeTerm LifeExperience LifeLimited-Pay Whole LifeIndexed Universal LifeSupplemental HealthTotal Annuities
Balance, beginning of period $24.9 $35.5 $5.2 $8.3 $22.8 $13.7 $207.7 
Capitalizations1.8 2.9 — 0.4 4.2 4.1 10.3 
Amortization expense (0.9)(2.2)(0.3)(0.2)(0.9)(1.1)(12.4)
Experience adjustment (0.2)(0.1)(0.1)(0.1)(0.1)(0.2)(1.1)
Balance, end of period$25.7 $36.0 $4.9 $8.4 $26.1 $16.5 $204.4 
($ in millions)Nine Months Ended September 30, 2025
Whole LifeTerm LifeExperience LifeLimited-Pay Whole LifeIndexed Universal LifeSupplemental HealthTotal Annuities
Balance, beginning of period$23.8 $34.2 $5.5 $8.0 $19.2 $10.6 $211.4 
Capitalizations1.9 3.6 0.1 0.5 2.9 3.3 10.5 
Amortization expense(0.9)(2.4)(0.3)(0.3)(0.7)(0.9)(11.8)
Experience adjustment(0.1)(0.1)(0.1)(0.1)(0.1)(0.2)(1.3)
Balance, end of period$24.8 $35.3 $5.3 $8.2 $21.4 $12.8 $208.8 




Horace Mann Educators Corporation
32
Third Quarter 2026 Form 10-Q



NOTE 6 - Long-Duration Insurance Contracts (continued)
The following table presents a reconciliation of DAC to the Consolidated Balance Sheets:
($ in millions)September 30, 2026December 31, 2025
Whole life$25.7 $24.9 
Term life36.0 35.5 
Experience life4.9 5.2 
Limited pay whole life8.4 8.3 
Indexed universal life26.1 22.8 
Supplemental health16.5 13.7 
Total annuities 204.4 207.7 
Reconciling item(1)
38.1 40.1 
Total $360.1 $358.2 
(1) Reconciling item relates to DAC associated with the Property & Casualty reporting segment.
The assumptions used to amortize DAC were consistent with the assumptions used to estimate LFPB for traditional and limited-payment contracts. The underlying assumptions for DAC and LFPB were updated at the same time.
In the third quarter of 2026 and 2025, the Company conducted a review of all significant assumptions. In the third quarter of 2026 and 2025, future cash flow assumptions for mortality and lapses were updated as part of the annual assumption update process.


Horace Mann Educators Corporation
33
Third Quarter 2026 Form 10-Q

NOTE 7 - Reinsurance
The Company recognizes the cost of reinsurance premiums over the contract periods for such premiums in proportion to the insurance protection provided. Amounts recoverable from reinsurers for unpaid claims and claim settlement expenses, including estimated amounts for unsettled claims, claims incurred but not yet reported and policy benefits, are estimated in a manner consistent with the insurance liability associated with the policy. The effects of reinsurance on net premiums written and contract deposits; net premiums and contract charges earned; and benefits, claims and settlement expenses were as follows:
($ in millions)
Direct
Amount(1)
Ceded to
Other
Companies
Assumed
from Other
Companies		Net
Amount
Three months ended September 30, 2026
Net premiums written and contract deposits(2)
$469.4 $14.7 $6.8 $461.5 
Net premiums and contract charges earned325.7 14.8 7.1 318.0 
Benefits, claims and settlement expenses169.2 9.2 3.8 163.8 
Three months ended September 30, 2025
Net premiums written and contract deposits(2)
$468.6 $13.9 $14.2 $468.9 
Net premiums and contract charges earned315.6 14.0 8.6 310.3 
Benefits, claims and settlement expenses179.1 12.1 4.0 171.0 
Nine months ended September 30, 2026
Net premiums written and contract deposits(2)
$1,307.6 $45.0 $22.6 $1,285.2 
Net premiums and contract charges earned971.2 45.0 21.7 947.9 
Benefits, claims and settlement expenses545.5 31.4 12.4 526.5 
Nine months ended September 30, 2025
Net premiums written and contract deposits(2)
$1,298.9 $44.4 $26.4 $1,280.9 
Net premiums and contract charges earned934.2 43.7 20.6 911.2 
Benefits, claims and settlement expenses560.8 34.1 11.0 537.7 
(1)    Direct amount is net of the annuity reinsurance transaction accounted for using the deposit method.
(2)    This measure is not based on accounting principles generally accepted in the United States of America (non-GAAP). An explanation of this non-GAAP measure is contained in the Glossary of Selected Terms included as Exhibit 99.1 in the Company's reports filed with the SEC.

Horace Mann Educators Corporation
34
Third Quarter 2026 Form 10-Q

Note 8 - Segment Information
The Company conducts and manages its business through four reporting segments. The three reporting segments representing the major lines of business are: (1) Property & Casualty (primarily personal lines of auto and property insurance products), (2) Life & Retirement (primarily tax-qualified fixed and variable annuities as well as life insurance products), and (3) Supplemental & Group Benefits (primarily cancer, heart, hospital, supplemental disability, accident, short-term and long-term group disability, and group term life coverages). The Company does not allocate the impact of corporate-level transactions to these reporting segments, consistent with the basis for management's evaluation of the results of those reporting segments, but classifies those items in the fourth reporting segment, Corporate & Other. Corporate & Other includes capital raising activities (including debt financing and related interest expense), net investment gains (losses), certain public company expenses and other corporate-level transactions including termination of defined benefit plans and the early retirement offering. In addition to these transactions, Corporate & Other also includes legacy commercial claims.
The accounting policies of the reporting segments are the same as those described in Note 1-Basis of Presentation and Significant Accounting Policies. Expense allocations are based on certain assumptions and estimates primarily related to direct cost, revenue and activity; methodologies are applied consistently. Stated segment operating results would change if different methods were applied.
The Company’s Chief Executive Officer is the chief operating decision maker (CODM), responsible for reviewing financial performance and making decisions regarding the allocation of resources for the reporting segments. The Company measures and analyzes segment performance based on core earnings which differs from total income as presented in our consolidated statements of operations due to excluding the after-tax impact of net investment gains (losses), discontinued operations, the after-tax impact of goodwill and intangible asset impairments, other non-recurring or infrequent items and the cumulative effect of changes in accounting principles when applicable. We believe core earnings is a better performance measure and indicator of the profitability and underlying trends in our business. The CODM considers actual-to-budget variances in core earnings on a monthly basis when making decisions about allocating capital and personnel to segments and evaluating product pricing.

Horace Mann Educators Corporation
35
Third Quarter 2026 Form 10-Q

NOTE 8 - Segment Information (continued)
Disaggregated financial information for these segments, as regularly provided to the CODM as of and for the three months ended September 30, 2026, is as follows:
Property & Casualty
Life & Retirement
Supplemental & Group Benefits
Corporate & Other*
Totals
($ in millions)
Net premiums and contract charges earned$207.1 $42.0 $68.9 $— $318.0 
Net investment income
14.3 109.9 11.7 3.8 139.7 
Other segment income
1.3 5.9 (0.4)0.9 7.7 
Total segment revenues
$222.7 $157.8 $80.2 $4.7 $465.4 

Benefits and claims expenses
   (excluding catastrophe losses)
$86.2 $26.2 $20.3 $— $132.7 
Catastrophe losses
13.5 — — — 13.5 
Loss adjustment expenses
18.7 — — — 18.7 
Interest credited
— 54.1 1.5 — 55.6 
Operating & admin expenses
32.7 23.7 20.3 3.4 80.1 
Commissions expense
17.9 12.1 12.1 — 42.1 
Taxes, licenses and fees
5.9 1.2 1.5 0.1 8.7 
Deferred policy acquisition costs
(25.8)(6.8)(1.3)— (33.9)
Deferred policy acquisition
   cost amortization
25.2 6.2 0.5 — 31.9 
Interest expense
— — — 9.6 9.6 
Total segment expenses
$174.3 $116.7 $54.9 $13.1 $359.0 
Pretax profit (loss)
$48.4 $41.1 $25.3 $(8.4)$106.4 
Income tax expense
9.5 7.8 5.9 (1.9)21.3 
Segment profit (loss) (Core earnings)
38.9 33.3 19.4 (6.5)85.1 
Net investment losses (after-tax) — — — (20.6)(20.6)
Non-core income adjustments (after-tax)
— 0.9 (2.9)(4.0)(6.0)
Net income (loss)$38.9 $34.1 $16.6 $(31.1)$58.5 
*-Corporate & Other is net of intersegment eliminations.




Horace Mann Educators Corporation
36
Third Quarter 2026 Form 10-Q

NOTE 8 - Segment Information (continued)
Disaggregated financial information for these segments, as regularly provided to the CODM as of and for the nine months ended September 30, 2026, is as follows:
Property & Casualty
Life & Retirement
Supplemental & Group Benefits
Corporate & Other*
Totals
($ in millions)
Net premiums and contract charges earned$615.6 $122.4 $209.9 $— $947.9 
Net investment income40.7 293.6 31.0 5.6 370.9 
Other segment income
4.0 16.9 (1.9)2.7 21.7 
Total segment revenues
$660.3 $432.9 $239.0 $8.3 $1,340.5 

Benefits and claims expenses
   (excluding catastrophe losses)
$256.8 $89.6 $80.0 $— $426.4 
Catastrophe losses
49.0 — — — 49.0 
Loss adjustment expenses
54.1 — — — 54.1 
Interest credited
— 159.7 4.3 — 164.0 
Operating & admin expenses
100.6 73.9 61.9 9.8 246.2 
Commissions expense
51.2 34.4 35.2 — 120.8 
Taxes, licenses and fees
16.7 3.4 4.5 0.4 25.0 
Deferred policy acquisition costs
(74.4)(19.6)(4.2)— (98.2)
Deferred policy acquisition
   cost amortization
76.3 18.4 1.5 — 96.2 
Interest expense
— — — 28.7 28.7 
Total segment expenses
$530.3 $359.8 $183.2 $38.9 $1,112.2 
Pretax profit (loss)
$130.0 $73.1 $55.8 $(30.6)$228.3 
Income tax expense
26.3 14.0 12.6 (10.4)42.5 
Segment profit (loss) (Core earnings)
103.7 59.1 43.2 (20.2)185.8 
Net investment losses (after-tax) — — — (22.4)(22.4)
Non-core income adjustments (after-tax)(1)
— 2.3 (8.3)(16.1)(22.1)
Net income (loss)$103.7 $61.3 $35.0 $(58.7)$141.3 
*-Corporate & Other is net of intersegment eliminations.




Horace Mann Educators Corporation
37
Third Quarter 2026 Form 10-Q

NOTE 8 - Segment Information (continued)
Disaggregated financial information for these segments, as regularly provided to the CODM as of and for the three months ended September 30, 2025, is as follows:
Property & Casualty
Life & Retirement
Supplemental & Group Benefits
Corporate & Other*
Totals
($ in millions)
Net premiums and contract charges earned$204.7 $39.2 $66.4 $— $310.3 
Net investment income(1)
14.7 94.0 11.1 (0.3)119.6 
Other segment income
0.6 6.1 (1.9)0.5 5.3 
Total segment revenues
$220.0 $139.3 $75.6 $0.2 $435.2 

Benefits and claims expenses
   (excluding catastrophe losses)
$95.2 $31.2 $19.0 $— $145.4 
Catastrophe losses
9.9 — — — 9.9 
Loss adjustment expenses
18.1 — — — 18.1 
Interest credited
— 54.2 1.5 — 55.7 
Operating & admin expenses
34.5 25.0 21.6 2.8 84.0 
Commissions expense
21.2 10.9 10.7 — 42.8 
Taxes, licenses and fees
5.8 0.9 1.1 0.2 8.0 
Deferred policy acquisition costs
(30.2)(7.1)(1.3)— (38.6)
Deferred policy acquisition
   cost amortization
25.1 5.9 0.5 — 31.5 
Interest expense
— — — 8.9 8.9 
Total segment expenses
$179.7 $121.1 $53.1 $11.9 $365.8 
Pretax profit (loss)
$40.4 $18.2 $22.5 $(11.7)$69.4 
Income tax expense
8.5 3.1 4.7 (3.6)12.7 
Segment profit (loss) (Core earnings)
31.8 15.1 17.8 (8.1)56.7 
Net investment gains (after-tax) — — — 2.7 2.7 
Non-core income adjustments (after-tax)— 1.8 (2.8)— (1.0)
Net income (loss)$31.8 $16.9 $15.0 $(5.4)$58.3 
*-Corporate & Other is net of intersegment eliminations.
(1) In the second quarter of 2025, the Company recorded a reduction in net investment income due to an immaterial out-of-period correction of an error. See additional disclosure contained in Note 1 of the September 30, 2026 Form 10-Q.














Horace Mann Educators Corporation
38
Third Quarter 2026 Form 10-Q

NOTE 8 - Segment Information (continued)
Disaggregated financial information for these segments, as regularly provided to the CODM as of and for the nine months ended September 30, 2025, is as follows:
Property & Casualty
Life & Retirement
Supplemental & Group Benefits
Corporate & Other*
Totals
($ in millions)
Net premiums and contract charges earned$594.7 $117.3 $199.2 $— $911.2 
Net investment income(1)
41.4 280.2 31.1 3.8 356.5 
Other segment income
2.6 15.8 (4.9)1.5 15.0 
Total segment revenues
$638.7 $413.3 $225.4 $5.3 $1,282.7 

Benefits and claims expenses
   (excluding catastrophe losses)
$270.5 $93.0 $68.8 $— $432.3 
Catastrophe losses
56.0 — — — 56.0 
Loss adjustment expenses
51.6 — — — 51.6 
Interest credited
— 157.3 3.9 — 161.2 
Operating & admin expenses
101.3 72.9 60.1 8.8 243.1 
Commissions expense
54.6 30.5 33.2 — 118.3 
Taxes, licenses and fees
16.8 3.2 4.2 0.5 24.7 
Deferred policy acquisition costs
(79.2)(19.2)(3.7)— (102.1)
Deferred policy acquisition
   cost amortization
72.0 17.6 1.4 — 91.0 
Interest expense
— — — 26.4 26.4 
Total segment expenses
$543.6 $355.3 $167.9 $35.7 $1,102.5 
Pretax profit (loss) $95.0 $58.0 $57.5 $(30.4)$180.2 
Income tax expense
19.9 10.4 12.3 (8.0)34.6 
Segment profit (loss) (Core earnings)
75.1 47.6 45.2 (22.4)145.6 
Net investment losses (after-tax) — — — (4.6)(4.6)
Non-core income adjustment (after-tax)— (3.9)(11.1)— (15.0)
Net income (loss)$75.1 $43.7 $34.1 $(27.0)$125.9 
*-Corporate & Other is net of intersegment eliminations.
(1) In the second quarter of 2025, the Company recorded a reduction in net investment income due to an immaterial out-of-period correction of an error. See additional disclosure contained in Note 1 of the June 30, 2026 Form 10-Q.


($ in millions)September 30, 2026December 31, 2025
Assets
Property & Casualty$1,338.4 $1,372.1 
Life & Retirement12,437.0 12,204.5 
Supplemental & Group Benefits1,278.9 1,401.7 
Corporate & Other381.6 308.8 
Intersegment eliminations(35.4)(20.5)
Total$15,400.5 $15,266.6 

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Third Quarter 2026 Form 10-Q

NOTE 9 - Accumulated Other Comprehensive Income (Loss)
AOCI represents the accumulated change in shareholders’ equity from transactions and other events and circumstances from non-shareholder sources. For the Company, AOCI includes the after tax change in net unrealized investment gains (losses) on fixed maturity securities, the after tax change in net reserve remeasurements attributable to discount rates and the after tax change in net funded status of benefit plans for the periods as shown in the Consolidated Statements of Changes in Shareholders’ Equity. The following table reconciles these components.
($ in millions)
Net Unrealized Investment
 Gains (Losses)
 on Fixed Maturity Securities(1)
Net Reserve Remeasurements Attributable to Discount Rates(1)
Net Funded Status of
Benefit Plans(1)
Total(1)
Beginning balance, July 1, 2026$(281.9)$110.0 $(2.5)$(174.4)
Other comprehensive income (loss) before reclassifications(214.5)86.2 — (128.3)
Amounts reclassified from AOCI(2)
1.6 — — 1.6 
Net current period other comprehensive income (loss)(212.9)86.2 — (126.7)
Ending balance, September 30, 2026$(494.8)$196.2 $(2.5)$(301.1)
Beginning balance, July 1, 2025$(309.9)$99.8 $(7.0)$(217.1)
Other comprehensive income (loss) before reclassifications
58.7 (20.4)— 38.3 
Amounts reclassified from AOCI(3)
0.4 — — 0.4 
Net current period other comprehensive income (loss)59.1 (20.4)— 38.7 
Ending balance, September 30, 2025$(250.8)$79.4 $(7.0)$(178.4)
Beginning balance, January 1, 2026$(245.5)$93.4 $(2.5)$(154.6)
Other comprehensive income (loss) before reclassifications(250.6)102.8 — (147.8)
Amounts reclassified from AOCI(2)
1.3 — — 1.3 
Net current period other comprehensive income (loss)(249.3)102.8 — (146.5)
Ending balance, September 30, 2026$(494.8)$196.2 $(2.5)$(301.1)
Beginning balance, January 1, 2025$(357.4)$110.9 $(7.0)$(253.5)
Other comprehensive income (loss) before reclassifications103.1 (31.5)— 71.6 
Amounts reclassified from AOCI(3)
3.5 — — 3.5 
Net current period other comprehensive income (loss)106.6 (31.5)— 75.1 
Ending balance, September 30, 2025$(250.8)$79.4 $(7.0)$(178.4)
(1)All amounts are net of tax.
(2)The pretax amounts reclassified from AOCI, $(2.1) million and $(1.7) million, are included in Net investment gains (losses) and the related income tax benefits, $(0.5) million and $(0.4) million, are included in income tax expense in the Consolidated Statements of Operations for the three and nine months ended September 30, 2026, respectively.
(3)The pretax amounts reclassified from AOCI, $(0.6) million and $(4.5) million, are included in Net investment gains (losses) and the related income tax benefits, $(0.1) million and $(0.9) million, are included in income tax expense in the Consolidated Statements of Operations for the three and nine months ended September 30, 2025, respectively.

Comparative information for elements that are not required to be reclassified in their entirety to net income (loss) in the same reporting period is disclosed in Note 3.


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Third Quarter 2026 Form 10-Q

NOTE 10 - Supplemental Consolidated Cash and Cash Flow Information
($ in millions)
September 30, 2026December 31, 2025
Cash$146.9 $26.2 
Restricted cash1.9 1.3 
Total cash and restricted cash reported in the Consolidated Statement of Cash Flows
$148.8 $27.5 
($ in millions)Nine Months Ended
September 30,
20262025
Cash paid for:
Interest
$29.4 $27.9 
Income taxes
43.4 21.7 
Non-cash activities were not material for the three and nine months ended September 30, 2026 and 2025, respectively.
NOTE 11 - Contingencies and Commitments
Lawsuits and Legal Proceedings
Companies in the insurance industry have been subject to substantial litigation resulting from claims, disputes and other matters. For instance, they have faced expensive claims, including class action lawsuits, alleging, among other things, improper sales practices and improper claims settlement procedures. Negotiated settlements of certain such actions have had a material adverse effect on many insurance companies.
At the time of issuance of this Interim Report on Form 10-Q, the Company does not have pending litigation from which there is a reasonable possibility of material loss.
Investment Commitments
The Company has outstanding commitments to fund investments primarily in limited partnership interests. Such unfunded commitments were $345.6 million and $380.5 million as of September 30, 2026 and December 31, 2025, respectively.
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Third Quarter 2026 Form 10-Q


ITEM 2. I Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)
Page
Introduction
The purpose of this MD&A is to provide an understanding of our consolidated results of operations and financial condition. This MD&A should be read in conjunction with the Consolidated Financial Statements and Notes thereto contained in Part I - Item 1 of this Quarterly Report on Form 10-Q.
Measures within this MD&A that are not based on accounting principles generally accepted in the United States of America (non-GAAP) are marked with an asterisk (*) the first time they are presented within this Part I - Item 2. An explanation of these measures is contained in the Glossary of Selected Terms included as Exhibit 99.1 to this Quarterly Report on Form 10-Q and are reconciled to the most directly comparable measures prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) in the Appendix to the Company's Third Quarter 2026 Investor Supplement.
Increases or decreases in this MD&A that are not meaningful are marked "N.M.".
Statements made in this Quarterly Report on Form 10-Q that are not historical in nature are forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to known and unknown risks, uncertainties and other factors. Horace Mann Educators Corporation (referred to in this Quarterly Report on Form 10-Q as "we", "our", "us", the "Company", "Horace Mann" or "HMEC") is an insurance holding company. We are not under any obligation to (and expressly disclaim any such obligation to) update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. It is important to note that our actual results could differ materially from those projected in forward-looking statements due to a number of risks and uncertainties inherent in our business. Also, see Part I - Items 1 and 1A in our Annual Report on Form 10-K for the year ended December 31, 2025 for additional information regarding risks and uncertainties.
Corporate Strategy
Our vision is to be the company of choice to provide insurance and financial solutions for all educators and others who serve their communities, whether they engage with Horace Mann directly or through their district/employer. We believe the unique value of Horace Mann is providing solutions tailored for educators at each stage of their lives, empowering them to achieve lifelong financial success. Our motivation stems from our gratitude for educators: They are looking after our children's futures, and we believe they deserve someone to
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Third Quarter 2026 Form 10-Q

look after theirs. Our commitment to having a positive impact on our customers' lives extends to all our corporate stakeholders, including employees, agents, investors and the communities where we live and work.
We conduct and manage our business in four reporting segments. The three reporting segments representing our major lines of business are: (1) Property & Casualty (primarily personal lines of auto and property insurance products), (2) Life & Retirement (primarily tax-qualified fixed and variable annuities as well as life insurance products), and (3) Supplemental & Group Benefits (primarily cancer, heart, hospital, supplemental disability, accident, short-term and long-term group disability, and group term life coverages). We do not allocate the impact of corporate-level transactions to these reporting segments, consistent with the basis for management's evaluation of the results of those segments, but classify those items in the fourth reporting segment, Corporate & Other. In addition to ongoing transactions such as corporate debt service, net investment gains (losses) and certain public company expenses, such items also have included corporate debt retirement costs, when applicable. See Part I - Item 1, Note 8 of the Consolidated Financial Statements in this Quarterly Report on Form 10-Q for more information.
Consolidated Financial Highlights
(All comparisons vs. same periods in 2025, unless noted otherwise)
($ in millions)Three Months Ended
September 30,		2026-2025Nine Months Ended
September 30,		2026-2025
20262025% Change20262025% Change
Total revenues$439.2 $438.5 0.2%$1,312.0 $1,266.6 3.6%
Net income
58.5 58.3 0.3%141.3 125.9 12.2%
Net Investment gains (losses), after tax
(20.6)2.7 N.M.(22.4)(4.6)N.M.
Per diluted share:
Net income
1.41 1.40 0.7%3.43 3.03 13.2%
Net investment gains (losses), after tax
(0.50)0.06 N.M.(0.54)(0.11)N.M.
Book value per share$35.11 $35.31 -0.6%
Net income return on equity - last twelve months
12.1 %12.2 %-0.1 pts12.1%12.2%-0.1 pts
Net income return on equity - annualized16.0 %16.6 %-0.6 pts13.0%12.3%0.7 pts

For the three and nine months ended September 30, 2026, net income increased $0.2 million and $15.4 million, respectively, primarily due to improved Property & Casualty segment results reflecting the impact of improved underlying results and favorable prior year development and higher net investment income that were offset by higher net investment losses.

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Third Quarter 2026 Form 10-Q


Consolidated Results of Operations
(All comparisons vs. same periods in 2025, unless noted otherwise)
($ in millions)Three Months Ended
September 30,		2026-2025Nine Months Ended
September 30,		2026-2025
20262025% Change20262025% Change
Net premiums and contract charges earned
$318.0 $310.3 2.5 %$947.9 $911.2 4.0 %
Net investment income139.7 119.6 16.8 %370.9 346.3 7.1 %
Net investment gains (losses)
(26.2)3.3 N.M.(28.5)(5.9)N.M.
Other income7.7 5.3 45.3 %21.7 15.0 44.7 %
Total revenues
439.2 438.5 0.2 %1,312.0 1,266.6 3.6 %
Benefits, claims and settlement expenses163.8 171.0 -4.2 %526.5 537.7 -2.1 %
Interest credited55.6 55.7 -0.2 %164.0 161.2 1.7 %
Operating expenses102.2 96.3 6.1 %314.2 284.0 10.6 %
DAC amortization expense31.9 31.5 1.3 %96.2 91.0 5.7 %
Intangible asset amortization expense3.5 3.6 -2.8 %10.6 10.8 -1.9 %
Interest expense9.6 8.9 7.9 %28.7 26.4 8.7 %
Total benefits, losses and expenses
366.6 367.0 -0.1 %1,140.2 1,111.1 2.6 %
Income before income taxes
72.6 71.5 1.5 %171.8 155.5 10.5 %
Income tax expense
14.1 13.2 6.8 %30.5 29.6 3.0 %
Net income
$58.5 $58.3 0.3 %$141.3 $125.9 12.2 %
Net Premiums and Contract Charges Earned
For the three and nine months ended September 30, 2026, net premiums and contract charges earned increased $7.7 million and $36.7 million as the Property & Casualty segment had higher sales* in the Property business lines and the Company experienced strong growth in our Supplemental and Group Benefits segment.
Net Investment Income
For the three and nine months ended September 30, 2026, total net investment income increased $20.1 million and $24.6 million. The increase for the quarter is primarily due to continued strong returns from our fixed income portfolio and higher returns from our limited partnership funds. Excluding the reduction in net investment income due to an immaterial out-of period correction of an error of $10.2 million in the prior year comparative periods, net investment income increased $14.4 million for the nine months ended September 30, 2026. The annualized investment yield on the portfolio excluding limited partnership interests* was as follows:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Investment yield, excluding limited partnership interests,
     pretax - annualized*(1)
5.0%4.9%4.7%4.6%
Investment yield, excluding limited partnership interests,
     after tax - annualized*		4.0%4.0%3.8%3.7%

During the three and nine months ended September 30, 2026, we continued to identify and purchase investments with attractive risk-adjusted yields relative to market conditions without venturing into asset classes or individual securities that would be inconsistent with our overall investment guidelines. The Company continues to deploy capital in accordance with its strategic asset allocation framework, with the objective of maintaining diversification while balancing risk and return. Investments are allocated across public and private fixed income strategies, commercial mortgage loan funds, and limited partnership interests based on relative value considerations, portfolio capacity, and income objectives.
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Third Quarter 2026 Form 10-Q


Net Investment Gains (Losses)
For the three and nine months ended September 30, 2026, total net investment losses increased by $29.5 million and $22.6 million, respectively. The increase was primarily due to the sale of one limited partnership fund during the quarter ended September 30, 2026. The breakdown of net investment gains (losses) by transaction type were as follows:
($ in millions)Three Months Ended
September 30,		Nine Months Ended
September 30,
2026202520262025
Credit loss and intent-to-sell impairments$(4.1)$0.3 $(4.2)$(2.8)
Sales and other, net(14.7)0.3 (8.5)4.4 
Change in fair value - equity securities(2.8)2.2 (4.4)0.3 
Change in fair value and gains (losses) realized on settlements - derivatives
(4.6)0.5 (11.4)(7.8)
Net investment gains (losses)
$(26.2)$3.3 $(28.5)$(5.9)

From time to time, we may sell fixed maturity securities subsequent to the reporting date that were considered temporarily impaired at such reporting date. Such sales are due to issuer-specific events occurring subsequent to the reporting date that result in a change in our intent to sell a fixed maturity security.
Other Income
For the three and nine months ended September 30, 2026, other income increased $2.4 million and $6.7 million, respectively.
Benefits, Claims and Settlement Expenses
For the three and nine months ended September 30, 2026, benefits, claims and settlement expenses decreased $7.2 million and $11.2 million, primarily due to the Property & Casualty segment having lower catastrophe and underlying losses as well as lower Retirement benefits related to assumption changes compared to the prior year.
Interest Credited
For the three and nine months ended September 30, 2026, interest credited decreased $0.1 million and increased $2.8 million, respectively.
Under the deposit method of accounting, the interest credited on the reinsured annuity block continues to be reported. The average deferred annuity credited rate, excluding the reinsured annuity block, was 3.5% and 3.4% as of September 30, 2026 and September 30, 2025, respectively.
Operating Expenses
For the three and nine months ended September 30, 2026, operating expenses increased $5.9 million and $30.2 million, respectively, reflecting higher expenses related to our Early Retirement Offering and acquisition expenses in the Corporate & Other segment.
Deferred Policy Acquisition Costs (DAC) Amortization Expense
For the three and nine months ended September 30, 2026, DAC amortization expense increased $0.4 million and $5.2 million, primarily due to premium increases in the Property & Casualty segment driving higher commission and underwriting expenses which increase DAC asset levels.
Intangible Asset Amortization Expense
For the three and nine months ended September 30, 2026, intangible asset amortization expense was flat with prior year.
Interest Expense
For the three and nine months ended September 30, 2026, interest expense increased $0.7 million and $2.3 million, respectively, due to an increase in the level of debt associated with the issuance of the 2025 Senior Notes that were used to repay the 2015 Senior Notes.
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Third Quarter 2026 Form 10-Q


Income Tax Expense
The effective income tax rate on our pretax income, including net investment gains (losses), was 17.7% and 19.0% for the nine months ended September 30, 2026 and 2025, respectively. Income from investments in tax-advantaged securities reduced the effective income tax rates by 1.8 and 2.0 percentage points for the nine months ended September 30, 2026 and 2025, respectively. The effective tax rate was further reduced by 2.7 and 1.2 percentage points for the nine months ended September 30, 2026 and 2025, respectively, as a result of purchases of transferable tax credits to be utilized on the federal income tax returns for the 2026 and 2025 tax years.
We record liabilities for uncertain tax positions when it is more likely than not that a position will not be sustainable upon audit by taxing authorities. These liabilities are reevaluated routinely and are adjusted appropriately based on changes in facts or law. We have no unrecorded liabilities related to uncertain tax positions.
As of September 30, 2026, our federal income tax returns for years prior to 2022 are no longer subject to examination by the Internal Revenue Service. We do not expect any assessments for tax years that remain subject to examination to have a material effect on our financial position or results of operations.
Outlook for 2026
The following discussion provides forward-looking information for our results of operations and capital position.
Consolidated Results
At the time of issuance of this Quarterly Report on Form 10-Q, we estimate that 2026 full year core income will be within a range of $5.75 to $5.95 per diluted share, generating a core return on equity* of over 12%+. These results anticipate the following:
•Property & Casualty segment target profitability of low-mid 90s Combined Ratio with ~$60 million of catastrophe losses
•Life & Retirement segment long-term target net interest spread between 220 and 230 bps and mortality in line with actuarial assumptions
•Supplemental & Group Benefits segment target blended benefits ratio of ~42%
•Net investment income between $485 million and $495 million pre-tax, or $385-$395 million excluding the accreted investment income on the deposit asset on reinsurance in the Life & Retirement segment
•Approximately $35 million to $40 million in corporate interest expense and other items included in results for the Corporate & Other segment
As described in Application of Critical Accounting Estimates, certain of our significant accounting measurements require the use of estimates and assumptions. As additional information becomes available, adjustments may be required. Those adjustments are charged or credited to net income for the period in which the adjustments are made and may impact actual results compared to our estimates above. Additionally, see forward-looking information in this Quarterly Report on Form 10-Q as well as Part I - Items 1 and 1A in our Annual Report on Form 10-K for the year ended December 31, 2025 concerning other important factors that could impact actual results. Our projections do not include a forecast of net investment gains (losses), which can vary substantially from one period to another and may have a significant impact on net income.
Core income and core return on equity are non-GAAP financial measures. We are unable to provide a reconciliation of these forward-looking non-GAAP measures to the most directly comparable GAAP measures without unreasonable effort because certain items, including net investment gains (losses), changes in market risk benefits, and other market-driven items, are inherently uncertain and difficult to predict. These items could be material to our results in accordance with U.S. GAAP.
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Third Quarter 2026 Form 10-Q


Application of Critical Accounting Estimates
The preparation of consolidated financial statements in conformity with GAAP requires us to make estimates and assumptions based on information available at the time the consolidated financial statements are prepared. These estimates and assumptions affect the reported amounts of our consolidated assets, liabilities, shareholders' equity and net income. Certain accounting estimates are particularly sensitive because of their significance to our consolidated financial statements and because of the possibility that subsequent events and available information may differ markedly from management's judgments at the time the consolidated financial statements were prepared. We have discussed with the Audit Committee the quality, not just the acceptability, of our accounting principles as applied in our financial reporting. The discussions generally included such matters as the consistency of our accounting policies and their application, and the clarity and completeness of our consolidated financial statements, which include related disclosures.
Information regarding our accounting policies pertaining to these topics is located in the Notes to the Consolidated Financial Statements contained in Part II - Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025. In addition, discussion of accounting policies, including certain sensitivity information, was presented in Management's Discussion and Analysis of Financial Condition and Results of Operations - Application of Critical Accounting Estimates in that Form 10-K within which we identified the following accounting estimates as critical in that they involve a higher degree of judgment and are subject to a significant degree of variability:
•Valuation of hard-to-value fixed maturity securities
•Evaluation of credit loss impairments for fixed maturity securities
•Valuation of future policy benefit reserves
•Valuation of liabilities for property and casualty unpaid claims and claim expense reserves
Compared to December 31, 2025, as of September 30, 2026, there were no material changes to accounting policies for areas most subject to significant management judgments identified above.
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Third Quarter 2026 Form 10-Q


Results of Operations by Segment
Consolidated financial results reflect the results of the Property & Casualty, Life & Retirement, and Supplemental & Group Benefits reporting segments, as well as the Corporate & Other reporting segment. These segments are defined based on financial information management uses to evaluate performance and to determine the allocation of resources. The following sections provide analysis and discussion of the results of operations for each of the reporting segments as well as investment results.
Property & Casualty
The Property & Casualty segment primarily markets private passenger auto insurance and residential home insurance. Horace Mann offers standard auto coverages, including liability, collision and comprehensive. Property coverage includes both homeowners and renters policies. For both auto and property coverage, Horace Mann offers educators a discounted rate and the Educator Advantage® package of features. The Property & Casualty segment represented 51% of total revenues in 2025.
(All comparisons vs. same periods in 2025, unless noted otherwise)
For the three and nine months ended September 30, 2026, net income reflected the following factors:
•Increases in average written premium per policy
•Lower underlying loss ratio*
•Favorable prior years' reserve development









839
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Third Quarter 2026 Form 10-Q


The following table provides certain financial information for Property & Casualty for the periods indicated.
($ in millions, unless otherwise indicated)Three Months Ended
September 30,		2026-2025Nine Months Ended
September 30,		2026-2025
20262025% Change20262025% Change
Underwriting Results
Net premiums written*$221.3 $232.1 -4.7%$627.1 $628.8 -0.3%
 Net premiums earned
207.1 204.7 1.2%615.6 594.7 3.5%
Other income1.3 0.6 116.7%4.0 2.6 53.8%
Losses and loss adjustment expenses
Current accident year before catastrophe losses112.9 116.4 -3.0%330.5 335.9 -1.6%
Current accident year catastrophe losses13.5 9.9 36.4%49.0 56.0 -12.5%
Prior years' reserve development(1)
(8.0)(3.0)166.7%(19.6)(13.8)42.0%
Total losses and loss adjustment expenses118.4 123.3 -4.0%359.9 378.1 -4.8%
Operating expenses, including DAC amortization expense56.0 56.5 -0.9%170.5 165.6 3.0%
Underwriting gain (loss)34.0 25.5 33.3%89.2 53.6 66.4%
Net investment income14.3 14.8 -3.4%40.7 41.4 -1.7%
Income (loss) before income taxes48.3 40.3 19.9%129.9 95.0 36.7%
Income tax expense (benefit)9.4 8.5 10.6%26.2 19.9 31.7%
Net income38.9 31.8 22.3%103.7 75.1 38.1%
Core earnings*38.9 31.8 22.3%103.7 75.1 38.1%
Operating Statistics:
Auto
Net premiums written*
$126.5 $131.6 -3.9 %$369.6 $379.9 -2.7 %
Loss and loss adjustment expense ratio
63.7 %67.4 %-3.7  pts63.6 %68.2 %-4.6  pts
Expense ratio26.9 %27.9 %-1.0  pts27.3 %27.6 %-0.3 pts
Combined ratio:90.6 %95.3 %-4.7 pts90.9 %95.8 %-4.9 pts
Prior years' reserve development(1)
-4.4 %-0.1 %-4.3 pts-2.9 %-1.1 %-1.8 pts
Catastrophe losses1.2 %0.9 %0.3 pts1.1 %1.9 %-0.8 pts
Underlying combined ratio*
93.8 %94.5 %-0.7 pts92.7 %95.0 %-2.3 pts
Property and other
Net premiums written*
$94.8 $100.5 -5.7 %$257.5 $248.9 3.5%
Loss and loss adjustment expense ratio
47.8 %49.1 %-1.3 pts50.8 %56.0 %-5.2 pts
Expense ratio25.7 %26.3 %-0.6 pts26.6 %27.1 %-0.5 pts
Combined ratio:73.5 %75.4 %-1.9 pts77.4 %83.1 %-5.7 pts
Prior years' reserve development(1)
-3.0 %-3.5 %0.5 pts-3.7 %-4.4 %0.7 pts
Catastrophe losses14.2 %11.0 %3.2 pts18.2 %21.8 %-3.6 pts
Underlying combined ratio*
62.3 %67.9 %-5.6 pts62.9 %65.7 %-2.8 pts
Household retention-LTM
Auto
83.3 %83.7 %-0.4 pts
Property (excludes Other Products)88.4 %88.7 %-0.3 pts
(1)    (Favorable) unfavorable.

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Third Quarter 2026 Form 10-Q


The Property & Casualty segment three and nine month net income of $38.9 million and $103.7 million, as well as the three month and nine month combined ratio of 83.6% and 85.5%, reflected improved current year underlying results and a higher level of favorable prior years' reserve development.
The current quarter reflects a decrease in net premiums written* of 4.7%, with average written premiums* rising for both property and auto. Sales* were lower for the quarter, down 0.8% from the prior year, and household retention remains in line with expectations.
The three and nine month loss ratios decreased 3.0 and 5.1 points from last year reflecting higher average premiums for both comparisons and lower catastrophe losses for the nine month comparison. In addition, $8.0 million and $19.6 million of net favorable prior years' reserve development for the three and nine months reduced the loss ratio 3.9 and 3.2 points, respectively. Catastrophe losses increased $3.6 million and decreased $7.0 million, pretax, for the three and nine months ended, contributing 6.5 and 8.0 points to the combined ratio. The lower catastrophe losses for the nine months are driven by lower frequency and severity of policyholder claims. In total, there were 26 events designated as catastrophes by Property Claims Services (PCS) in this year’s third quarter compared to 14 PCS events in the prior year third quarter.
The year-over-year increase in average written premiums* for auto policies in the third quarter was 1.7%, while retention remained stable. The third quarter auto underlying loss ratio* was 66.9%, rising 0.3 points from the prior year quarter. The third quarter reported loss ratio benefited 4.4 points from favorable prior years' reserve development.
The year-over-year increase in average written premiums* for property policies was 2.9% in the third quarter, as rate increases and inflation adjustments to coverage values continue to take effect. Policyholder retention remains stable. The third quarter property and other underlying loss ratio* was 36.6%, a 5.0 point decrease from prior year reflecting the increase in average earned premium*. The third quarter reported loss ratio benefited 3.0 points from favorable prior years' reserve development.

Horace Mann Educators Corporation
50
Third Quarter 2026 Form 10-Q


Life & Retirement
The Life & Retirement segment markets 403(b) tax-qualified fixed, fixed indexed and variable annuities; the Horace Mann Retirement Advantage® open architecture platform for 403(b)(7) and other defined contribution plans; traditional term and whole life insurance products and indexed universal life (IUL) products. Horace Mann is one of the largest participants in the K-12 educator portion of the 403(b) tax-qualified annuity market, measured by 403(b) net premiums written on a statutory accounting basis. The Life & Retirement segment represented 32% of total revenues in 2025.
(All comparisons vs. same periods in 2025, unless noted otherwise)
For the three and nine months ended September 30, 2026, net income reflected the following factors:
•Higher premiums and contract charges earned
•Annualized quarterly and nine month net interest spread on fixed annuities up 139 basis points and 43 basis points, respectively
•Benefits expense decreased due to unfavorable prior-year impacts of lapse and mortality assumption updates for fixed indexed annuities
1034
1036
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Third Quarter 2026 Form 10-Q


The following table provides certain information for Life & Retirement for the periods indicated.
($ in millions)Three Months Ended
September 30,		2026-2025Nine Months Ended
September 30,		2026-2025
20262025% Change20262025% Change
Life & Retirement
Net premiums written and contract deposits*$170.9 $170.4 0.3%$447.8 $452.4 -1.0%
Revenues
   Net premiums and contract charges earned
42.0 39.2 7.1%122.4 117.3 4.3%
   Net investment income(1)
109.9 94.0 16.9%293.6 273.5 7.3%
   Other income
5.9 6.1 -3.3%16.9 15.8 7.0%
Total revenues157.8 139.3 13.3%432.9 406.6 6.5%
Benefits and Expenses
Benefits and change in reserves25.1 28.6 -12.2%86.6 90.8 -4.6%
Interest credited
54.1 54.2 -0.2%159.7 157.3 1.5%
Operating expenses30.2 30.0 0.7%92.1 87.5 5.3%
DAC amortization expense6.1 5.9 3.4%18.3 17.6 4.0%
Intangible asset amortization expense— 0.1 N.M.0.1 0.2 -50.0%
Total benefits and expenses
115.5 118.8 -2.8%356.8 353.4 1.0%
Income before income taxes42.3 20.5 106.3%76.1 53.2 43.0%
Income tax expense8.2 3.6 127.8%14.8 9.5 55.8%
Net income34.1 16.9 101.8%61.3 43.7 40.3%
Core earnings*
33.3 15.1 120.5%59.1 47.6 24.2%
Life policies in force (in thousands)159 161 -1.2%
Life insurance in force$21,790 $21,387 1.9%
Life persistency - LTM95.7%95.9%-0.2  pts
Annuity contracts in force (in thousands)208 214 -2.8%
Horace Mann Retirement Advantage® contracts in force (in thousands)
26 23 13.0%
Cash value persistency - LTM91.7%92.0%-0.3  pts
(1) In the second quarter of 2025, the Company recorded a reduction in net investment income due to an immaterial out-of-period correction of an error. See additional disclosure contained in Note 1 of the June 30, 2026 Form 10-Q.
Life & Retirement segment net income for the three and nine months ended September 30, 2026, was $34.1 million and $61.3 million, increases of 101.8% and 40.3%, respectively. Life benefits decreased $1.2 million and increased $2.4 million for the three and nine months periods. Retirement benefits decreased $2.5 million and $6.7 million for the three and nine months, respectively due to unfavorable prior-year impacts of lapse and mortality assumption updates for fixed indexed annuities.
The quarterly net spread increased 139 basis points primarily due to higher returns in the fixed-income portfolios and limited partnerships. Excluding the reduction in net investment income due to an immaterial out-of-period correction of an error of $6.7 million ($5.3 million after tax) in the second quarter of 2025, net investment income increased $15.9 million and $13.4 million for the three and nine months ended September 30, 2026.
For the Retirement business, net annuity contract deposits were down 1.0% for the quarter at $137.2 million primarily reflecting product mix and market conditions. Educators continue to begin their relationship with Horace Mann through 403(b) retirement savings products, which provide encouraging cross-sell opportunities. Average persistency remained steady at 91.7%.
Horace Mann currently has $6.3 billion in retained annuity assets under management, including $2.2 billion of fixed annuities, $3.7 billion of variable annuities and $0.4 billion of fixed indexed annuities. Assets under administration, which includes Horace Mann Retirement Advantage® and other advisory and recordkeeping assets, were up due to the effect of equity market performance on assets.
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Third Quarter 2026 Form 10-Q


Life annualized sales* were $3.0 million for the quarter. Persistency remains strong. Life insurance in force rose to $21.8 billion at quarter-end.
As a general guideline, based on our existing policies and investment portfolio, the impact from a 100 basis point decline in the average reinvestment rate would reduce Life & Retirement net investment income by approximately $2.1 million in year one, reducing the annualized net interest spread on fixed annuities by approximately 8 basis points, compared to the current period annualized net interest spread on fixed annuities. We could also consider potential changes in rates credited to policyholders, tempered by any restrictions on the ability to adjust policyholder rates due to guaranteed minimum crediting rates.
Supplemental & Group Benefits
The Supplemental & Group Benefits segment markets group solutions for districts and other public employers, as well as individual supplemental products typically distributed through the employer channel. The Supplemental & Group Benefits segment provides group term life, disability and specialty health insurance, along with supplemental products including cancer, heart, hospital, supplemental disability and accident coverages. The Supplemental & Group Benefits segment represented 17% of total revenues in 2025.

(All comparisons vs. same periods in 2025, unless noted otherwise)
For the three and nine months ended September 30, 2026, net income reflected the following factors:
•Higher premium earned reflecting investment to grow the book of business
•Higher benefits ratio for Group Benefits



846











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Third Quarter 2026 Form 10-Q


The following table provides certain information for Supplemental & Group Benefits for the periods indicated.
($ in millions)Three Months Ended
September 30,		2026-2025Nine Months Ended
September 30,		2026-2025
20262025% Change20262025% Change
Supplemental & Group Benefits
Revenues
Net premiums and contract charges earned$68.9 $66.4 3.8%$209.9 $199.2 5.4%
Net investment income(1)
11.7 11.1 5.4%31.0 27.6 12.3%
Other income(0.4)(1.9)78.9%(1.9)(4.9)61.2%
Total revenues
80.2 75.6 6.1%239.0 221.9 7.7%
Benefits and Expenses
Benefits, settlement expenses and change in reserves
21.8 20.6 5.8%84.3 72.7 16.0%
Operating expenses (including DAC amortization expense)
33.1 32.5 1.8%98.9 95.1 4.0%
Intangible asset amortization expense3.5 3.5 —%10.5 10.6 -0.9%
Total benefits and expenses
58.4 56.6 3.2%193.7 178.4 8.6%
Income before income taxes21.8 19.0 14.7%45.3 43.5 4.1%
Income tax expense
5.2 4.0 30.0%10.3 9.4 9.6%
Net income16.6 15.0 10.7%35.0 34.1 2.6%
Core earnings*
19.4 17.7 9.6%43.2 45.1 -4.2%
Benefits ratio
31.6%30.9%0.7  pts40.2%36.5%3.7 pts
Operating expense ratio
41.3%43.1%-1.8  pts41.4%42.9%-1.5 pts
Pretax profit margin
27.2%25.1%2.1  pts19.0%19.6%-0.6 pts
Individual supplemental products benefits ratio
21.3%25.4%-4.1  pts27.0%27.1%-0.1 pts
Individual supplemental premium persistency
   (rolling beginning 12 months)
89.3%89.6%-0.3  pts89.3%89.6%-0.3 pts
Group benefits products benefits ratio
41.2%35.7%5.5  pts52.0%44.7%7.3  pts
Group benefits covered lives (in thousands)
927 865 7.2 %
(1) In the second quarter of 2025, the Company recorded a reduction in net investment income due to an immaterial out-of-period correction of an error. See additional disclosure contained in Note 1 of the June 30, 2026 Form 10-Q.

Supplemental & Group Benefits segment net income for the three and nine months ended September 30, 2026, of $16.6 million and $35.0 million, was up $1.6 million and up $0.9 million, respectively. The Individual Supplemental benefits ratio was lower, 4.1 points and 0.1 points for the three and nine months ended. The Group Benefits benefits ratio increased 5.5 points and 7.3 points for the three and nine months ended driven by strong growth momentum within our Paid Family Medical Leave enhancement.
Excluding the reduction in net investment income due to an immaterial out-of-period correction of an error of $3.5 million ($2.8 million after tax) in the second quarter 2025, net investment income increased $0.6 million and decreased $0.1 million for the three and nine months ended September 30, 2026.
Total sales* for the three and nine months ended September 30, 2026 decreased $3.6 million and increased $7.5 million due to our strategic investments to drive growth. Individual Supplemental products increased $0.3 million and $1.2 million and Group Benefits products decreased $3.9 million and increased $6.3 million. Variability in sales between comparable periods is typical for Group Benefits given the relatively small scale and the longer sales cycle of this business. Persistency remains strong for the segment.
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Third Quarter 2026 Form 10-Q


Corporate & Other
(All comparisons vs. same periods in 2025, unless noted otherwise)
The following table provides certain financial information for Corporate & Other for the periods indicated.
($ in millions)Three Months Ended
September 30,		2026-2025Nine Months Ended
September 30,		2026-2025
20262025% Change20262025% Change
Total revenues4.7 0.2 N.M.$8.3 $5.3 56.6%
Interest expense9.6 8.9 7.9 %28.7 26.4 8.7%
Other operating expenses8.7 2.9 200.0%30.6 9.2 232.6%
Net investment gains (losses)(26.2)3.3 N.M.(28.5)(5.9)N.M.
Loss before income taxes(39.8)(8.3)N.M.(79.5)(36.2)-119.6%
Net loss(31.1)(5.4)N.M.(58.7)(27.0)-117.4%
Core loss*(6.5)(8.1)19.8%(20.2)(22.4)9.8%

For the three and nine months ended September 30, 2026, the net results decreased $25.7 million and $31.7 million, respectively. The change in revenues is driven by net investment income increasing $4.1 million and $1.8 million for the three months and nine months ended September 30, 2026. Higher net investment losses were primarily due to the sale of one limited partnership interest during the quarter ended September 30, 2026.
Operating expenses increased $5.8 million and $21.4 million for the three and nine months ended September 30, 2026, respectively. The increase included $2.7 million and $16.4 million for the three and nine months ended September 30, 2026, respectively related to our voluntary Early Retirement Offering. In addition, the segment incurred $2.5 million and $5.0 million of acquisition related expenses for the three and nine months ended September 30, 2026.
Investment Results
(All comparisons vs. same periods in 2025, unless noted otherwise)
Our investment strategy is primarily focused on generating income while balancing principal protection and investment risk. Total net investment income includes net investment income from our managed investment portfolio as well as accreted investment income from the deposit asset on reinsurance related to the company's reinsurance of policy liabilities related to legacy individual annuities written in 2002 or earlier.
($ in millions)Three Months Ended
September 30,		2026-2025Nine Months Ended
September 30,		2026-2025
20262025% Change20262025% Change
Net investment income - managed investment portfolio$115.5 $96.4 19.8 %$298.8 $273.6 9.2 %
Investment income - deposit asset on reinsurance24.2 23.2 4.3 %72.1 72.7 -0.8 %
Total net investment income139.7 119.6 16.8 %370.9 346.3 7.1 %
Pretax net investment gains (losses)
(26.2)3.3 N.M.(28.5)(5.9)N.M.
Pretax net unrealized investment losses on fixed maturity securities
(629.1)(319.0)N.M.

For the three and nine months ended September 30, 2026, net investment income from our managed investment portfolio increased $19.1 million and $25.2 million, primarily due to higher returns in the fixed-income portfolios and limited partnership funds. The investment yield on the portfolio excluding limited partnership interests was 5.0% and 4.7% for the three and nine months ended September 30, 2026, with new money yields continuing to exceed portfolio yields in the core fixed maturity securities portfolio.
For the three and nine months ended September 30, 2026, pretax net investment losses increased $29.5 million and $22.6 million, primarily due to losses on investment sales associated with portfolio management activities during the quarter ended September 30, 2026.
Horace Mann Educators Corporation
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Third Quarter 2026 Form 10-Q


Pretax net unrealized investment losses on fixed maturity securities as of September 30, 2026 increased $317.0 million, or 101.6%, compared to December 31, 2025, primarily due to a rise in interest rates, with the 10-year US Treasury increasing 111 basis points.
Fixed Maturity and Equity Securities Portfolios
The table below presents our fixed maturity and equity securities portfolios by major asset class, including the 10 largest sectors of our corporate bond holdings (based on fair value).
($ in millions)September 30, 2026
Number of
Issuers		Fair
Value		Amortized
Cost, net		Pretax Net
Unrealized
Loss
Fixed maturity securities
Corporate bonds
Banking & Finance167 $361.5 $409.7 $(48.2)
Utilities101 183.2 210.3 (27.1)
HealthCare,Pharmacy78 130.9 160.4 (29.5)
Energy92 122.6 142.1 (19.5)
Insurance52 104.5 127.5 (23.0)
Technology37 82.0 96.7 (14.7)
Real Estate35 69.9 78.2 (8.3)
Telecommunications34 64.6 74.0 (9.4)
Transportation38 64.1 74.3 (10.2)
Consumer Products52 56.5 74.6 (18.1)
All other corporates(1)
312 595.4 678.5 (83.1)
Total corporate bonds998 1,835.2 2,126.3 (291.1)
Mortgage-backed securities
U.S. Government and federally sponsored agencies250 652.2 726.6 (74.4)
Commercial(2)
137 288.4 315.8 (27.4)
Other145 212.4 223.1 (10.7)
Municipal bonds(3)
569 1,079.9 1,216.5 (136.6)
Government bonds
U.S.41 297.9 376.9 (79.0)
Foreign3 7.6 8.6 (1.0)
Collateralized loan obligations(4)
427 953.2 953.5 (0.3)
Asset-backed securities124 194.0 202.6 (8.6)
Total fixed maturity securities2,694 $5,520.8 $6,149.9 $(629.1)
Equity securities
Non-redeemable preferred stocks15 $36.4 
Common stocks3 1.1 
Total equity securities18 $37.5 
Total2,712 $5,558.3 
(1)The All other corporates category contains 21 additional industry sectors. Natural Gas, Food and Beverage, Leisure Entertainment, Industry Manufacturing, and Retail represented $203.1 million of fair value at September 30, 2026, with the remaining 16 sectors each representing less than $26.9 million.
(2)At September 30, 2026, 100% were investment grade, with an overall credit rating of AA, and the positions were well diversified by property type, geography and sponsor.
(3)Holdings are geographically diversified, 40.4% are tax-exempt and 77.5% are revenue bonds tied to essential services, such as mass transit, water and sewer. The overall credit quality of the municipal bond portfolio was AA- at September 30, 2026.
(4) Based on fair value, 99.9% of the collateralized loan obligation securities were rated investment grade based on ratings assigned by a nationally recognized statistical ratings organization (NRSRO - S&P, Moody's, Fitch, DBRS, Egan Jones and Kroll).

As of September 30, 2026, our diversified fixed maturity securities portfolio consisted of 4,022 investment positions, issued by 2,694 entities, and totaled approximately $5.5 billion in fair value. This portfolio was 97.7% investment grade, based on fair value, with an average quality rating of A+. Our investment guidelines target
Horace Mann Educators Corporation
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Third Quarter 2026 Form 10-Q


single corporate issuer concentrations to 0.5% of invested assets for AAA or AA rated securities, 0.35% of invested assets for A or BBB rated securities, and $5.0 million for non-investment grade securities.
Rating of Fixed Maturity Securities and Equity Securities(1)
The following table presents the composition and fair value of our fixed maturity and equity securities portfolios by rating category. As of September 30, 2026, 95.4% of these combined portfolios were investment grade, based on fair value, with an overall average quality rating of A+. We have classified the entire fixed maturity securities portfolio as available for sale, which is carried at fair value.
($ in millions)Percent of Portfolio
Fair Value		September 30, 2026
December 31, 2025September 30, 2026Fair
Value		Amortized
Cost, net
Fixed maturity securities
AAA
11.6%11.0%$606.6 $646.8 
AA(2)
42.640.62,241.0 2,564.7 
A
20.923.11,277.2 1,379.8 
BBB
21.320.71,142.6 1,287.6 
BB
1.41.372.1 78.1 
B
0.40.632.4 36.5 
CCC or lower
——1.5 1.9 
Not rated(3)
1.82.7147.4 154.5 
Total fixed maturity securities
100.0%100.0%$5,520.8 $6,149.9 
Equity securities
AAA
—%—%$— 
AA
———
A
——— 
BBB
69.088.033.0 
BB
22.02.10.8 
B
——— 
CCC or lower
——— 
Not rated
9.09.93.7 
Total equity securities
100.0%100.0%$37.5 
Total
$5,558.3 
(1)Ratings are assigned by an NRSRO when available, if no rating is available from an NRSRO, then an internally developed rating may be used. Ratings for publicly traded securities are determined when the securities are acquired and are updated monthly to reflect any changes in ratings.
(2)At September 30, 2026, the AA rated fair value amount included $297.9 million of U.S. Government and federally sponsored agency securities and $592 million of mortgage-backed and other asset-backed securities issued by U.S. Government and federally sponsored agencies.
(3)This category primarily represents private placement and municipal securities not rated by an NRSRO.

As of September 30, 2026, the fixed maturity securities portfolio had $646.8 million of pretax gross unrealized investment losses on $4,463.0 million of fair value related to 3,171 positions. Of the investment positions with gross unrealized losses, there were 643 trading below 80.0% of the carrying value as of September 30, 2026. The Company views the decrease in fair value of all of the fixed maturity securities with unrealized losses as of September 30, 2026 as due to factors other than a credit loss. Future changes in circumstances related to these and other securities could require subsequent recognition of impairment. See Part I - Item 1, Note 3 of the Consolidated Financial Statements in this Quarterly Report on Form 10-Q for more information.
Increases in U.S. Treasury yields and credit spreads contributed to an increase in unrealized investment losses. As of September 30, 2026, the 10-year U.S. Treasury yield increased 111 basis points since December 31, 2025, rising from 4.17% as of December 31, 2025 to 5.28% as of September 30, 2026. Credit spreads were wider during the same time period for investment grade and high yield by 2 basis points and 45 basis points, respectively. As of September 30, 2026, investment grade and high yield total returns were -3.11% and 0.10%, respectively, since December 31, 2025.
Horace Mann Educators Corporation
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Third Quarter 2026 Form 10-Q


Liquidity and Capital Resources
Our liquidity and access to capital were not materially impacted by inflation or changes in interest rates during the three and nine months ended September 30, 2026. For further discussion regarding the potential future impacts of inflation and changes in interest rates, see Part I – Item 1A - Risk Factors and Part II – Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations - Effects of Inflation and Changes in Interest Rates presented in our Annual Report on Form 10-K for the year ended December 31, 2025.
Investments
Information regarding our investment portfolio, which is comprised primarily of investment grade fixed maturity securities, is presented in Part I - Item 1, Note 3 of the Consolidated Financial Statements as well as Part I - Item 2 - Investment Results in this Quarterly Report on Form 10-Q.
Cash Flow
Our short-term liquidity requirements, within a 12 month operating cycle, are for the timely payment of claims and benefits to policyholders, operating expenses, interest payments and federal income taxes. Cash flow generated from operations has been, and is expected to be, adequate to meet our operating cash needs in the next 12 months. Cash flow in excess of operational needs has been used to fund business growth, pay dividends to shareholders and repurchase shares of our common stock. Long-term liquidity requirements, beyond one year, are principally for the payment of future insurance and annuity policy claims and benefits, as well as retirement of debt. The following table summarizes our consolidated cash flows activity for the periods indicated.
($ in millions)Nine Months Ended
September 30,		2026-2025
20262025% Change
Net cash provided by operating activities$397.0 $423.3 -6.2%
Net cash used in investing activities(33.8)(234.6)85.6%
Net cash (used in) provided by financing activities(241.9)75.7 -419.6%
Net increase in cash121.3 264.4 -54.1%
Cash at beginning of period27.5 38.1 -27.8%
Cash at end of period$148.8 $302.5 -50.8%
Operating Activities
As a holding company, we conduct our principal operations in the personal lines segment of the property and casualty, life, retirement, supplemental and group insurance industries through our subsidiaries. Our insurance subsidiaries generate cash flow from premium and investment income, generally well in excess of their immediate needs for policy obligations, operating expenses and other cash requirements. Fluctuations in net cash provided by operating activities primarily reflect seasonality in timing of premium and investment income collections and claims and benefits payments.
For the nine months ended September 30, 2026, net cash provided by operating activities decreased $26.3 million.
Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2026 and 2025 was $33.8 million and $234.6 million, respectively.
Investing cash inflows consist primarily of proceeds from the sales and maturities of investments. Investing cash outflows consist primarily of payments for purchases of investments. Our investment strategy is to appropriately match the cash flows and durations of our assets with the cash flows and durations of our liabilities to meet the funding requirements of our business and, generally, the expected principal and interest payments produced by our fixed maturity securities portfolio adequately fund the estimated runoff of our insurance reserves. When market opportunities arise, we may sell selected securities and reinvest the proceeds to improve the yield and credit quality of our portfolio. We may at times also sell selected securities and reinvest the proceeds to improve
Horace Mann Educators Corporation
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Third Quarter 2026 Form 10-Q


the duration matching of our assets and liabilities and/or rebalance our portfolio. As a result, sales before maturity may vary from period to period. The sale and purchase of short-term investments is influenced by proceeds received from FHLB funding advances, issuance of debt, our reverse repurchase agreement program, and by the amount of cash which is at times held in short-term investments to facilitate the availability of cash to fund the purchase of appropriate long-term investments, repay maturing debt, and/or to respond to catastrophes.
Financing Activities
Financing activities include primarily payment of dividends, receipt and withdrawal of funds by annuity contractholders, changes in the deposit asset on reinsurance, repurchases of our common stock, fluctuations in book overdraft balances, and borrowings, repayments and repurchases related to debt facilities.
For the nine months ended September 30, 2026, net cash used in financing activities increased $317.6 million compared to the prior year period. The increase primarily reflected the absence of $296.0 million of proceeds from the issuance of Senior Notes in 2025, $35.6 million of higher cash outflows for benefits, withdrawals, and net transfers to Separate Account variable annuity assets, and $5.3 million of higher Treasury stock purchases. These changes were partially offset by $14.9 million of higher cash inflows from changes in book overdrafts and $12.0 million of lower cash outflows for reverse repurchase agreements.
The following table shows activity from FHLB funding agreements for the periods indicated.
($ in millions)Nine Months Ended
September 30,		2026-20252026-2025
20262025$ Change% Change
Balance at beginning of the period$1,039.5 $989.5 $50.0 5.1%
Advances received from FHLB funding agreements
929.5 549.5 380.0 69.2%
Principal repayments on FHLB funding agreements(884.5)(499.5)(385.0)77.1%
Balance at end of the period$1,084.5 $1,039.5 $45.0 4.3%


Horace Mann Educators Corporation
59
Third Quarter 2026 Form 10-Q


Liquidity Sources and Uses
Our potential sources and uses of funds principally include the following activities:
Property & CasualtyLife & RetirementSupplemental & Group BenefitsCorporate & Other
Activities for potential sources of funds
Receipt of insurance premiums, contractholder charges and fees☑☑☑
Recurring service fees, commissions and overrides☑☑☑☑
Contractholder fund deposits☑☑
Reinsurance and indemnification program recoveries☑☑☑☑
Receipts of principal, interest and dividends on investments☑☑☑☑
Proceeds from sales of investments☑☑☑☑
Proceeds from FHLB borrowing and funding agreements☑☑☑
Proceeds from reverse repurchase agreements☑☑☑
Intercompany loans☑☑☑☑
Capital contributions from parent☑☑☑☑
Dividends or return of capital from subsidiaries☑
Tax refunds/settlements☑☑☑☑
Proceeds from periodic issuance of additional securities☑
Proceeds from debt issuances☑
Proceeds from revolving credit facility☑
Receipt of intercompany settlements related to employee benefit plans☑
Activities for potential uses of funds
Payment of claims and related expenses☑☑☑☑
Payment of contract benefits, surrenders and withdrawals☑☑
Reinsurance cessions and indemnification program payments☑☑☑☑
Payment of operating costs and expenses☑☑☑☑
Payments to purchase investments☑☑☑☑
Repayment of FHLB borrowing and funding agreements☑☑☑
Repayment of reverse repurchase agreements☑☑☑
Payment or repayment of intercompany loans☑☑☑☑
Capital contributions to subsidiaries☑
Dividends or return of capital to shareholders/parent company☑☑☑☑
Tax payments/settlements☑☑☑☑
Common share repurchases☑
Debt service expenses and repayments☑
Repayment on revolving credit facility☑
Payments related to employee benefit plans☑
Payments for business acquisitions☑
We actively manage our financial position and liquidity levels in light of changing market, economic and business conditions. Liquidity is managed at both the entity and enterprise level across HMEC and is assessed on both base and stressed level liquidity needs. We believe we have sufficient liquidity to meet these needs. Additionally, we have existing intercompany agreements in place that facilitate liquidity management across HMEC to enhance flexibility.
Horace Mann Educators Corporation
60
Third Quarter 2026 Form 10-Q


As of September 30, 2026, we held $1.1 billion of cash, U.S. government and agency fixed maturity securities and public equity securities (excluding non-redeemable preferred stocks and foreign equity securities) which, under normal market conditions, could be rapidly liquidated.
Certain remote events and circumstances could constrain our liquidity. Those events and circumstances include, for example, a catastrophe resulting in extraordinary losses, a downgrade of our Senior Notes rating to non-investment grade status or a downgrade in our insurance subsidiaries' financial strength ratings. The rating agencies also consider the interdependence of our individually rated entities; therefore, a rating change in one entity could potentially affect the ratings of other related entities.
Capital Resources
We have determined the amount of capital that is needed to adequately fund and support business growth, primarily based on risk-based capital formulas, including those developed by the National Association of Insurance Commissioners. Historically, our insurance subsidiaries have generated capital in excess of such needed levels. These excess amounts have been paid to us through dividends. We have then utilized these dividends and our access to the capital markets to fund growth initiatives, service and retire debt, pay dividends to our shareholders, repurchase shares of our common stock and for other corporate purposes. If necessary, we also have other potential sources of liquidity that could provide for additional funding to meet corporate obligations or pay shareholder dividends, including a revolving line of credit, reverse repurchase agreements program, as well as issuances of various securities.
The insurance subsidiaries are subject to various regulatory restrictions that limit the amount of annual dividends or other distributions, including loans or cash advances, available to us without prior approval of the insurance regulatory authorities. The aggregate amount of dividends that may be paid in 2026 from all of our insurance subsidiaries without prior regulatory approval is $162.5 million, excluding the impact and timing of prior distributions. During the nine months ended September 30, 2026, our insurance subsidiaries paid dividends of $184.0 million, including extraordinary dividends for which prior regulatory approval was obtained. We anticipate that our sources of capital will continue to generate sufficient capital to meet the needs for business growth, debt interest payments, shareholder dividends and our share repurchase programs. Additional information is contained in Part II - Item 8, Note 13 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025.
Total capital was $2,015.8 million as of September 30, 2026, including $594.6 million of long-term debt. Total debt represented 29.5% of total capital including net unrealized investment losses on fixed maturity securities (25.7% excluding net unrealized investment losses on fixed maturity securities and net reserve remeasurements attributable to discount rates*) as of September 30, 2026, which remains consistent with the Company's long-term capital management objectives.
Shareholders' equity was $1,421.2 million as of September 30, 2026, including net unrealized investment losses on fixed maturity securities of $494.8 million after taxes. The market value of our common stock and the market value per share were $1,805.4 million and $44.60, respectively, as of September 30, 2026. Book value per share and adjusted book value per share* was $35.11 and $42.49, respectively, as of September 30, 2026.
Additional information regarding net unrealized investment gains (losses) on fixed maturity securities as of September 30, 2026 is included in Part I - Item 1, Note 3 of the Consolidated Financial Statements as well as in Part I - Item 2 - Investment Results in this Quarterly Report on Form 10-Q.
Total dividends paid to shareholders was $43.7 million for the nine months ended September 30, 2026. In March, May and August of 2026, the Board of Directors approved regular quarterly dividends of $0.36 per share.
For the nine months ended September 30, 2026, we repurchased 444,772 shares of our common stock under our share repurchase program for a total cost of $19.2 million, at an average price per share of $43.17. See Part II - Item 8, Note 12 of the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended December 31, 2025 for more information. As of September 30, 2026, $36.4 million remained authorized for future share repurchases under the share repurchase program.
Horace Mann Educators Corporation
61
Third Quarter 2026 Form 10-Q


The following table summarizes our debt obligations.
($ in millions)Interest
Rates		Final
Maturity		September 30, 2026December 31, 2025
Short-term debt
Revolving Credit FacilityVariable2030$— $— 
Long-term debt(1)
4.70% 2025 Senior Notes, Aggregate principal amount of $300.0 less unaccrued discount of $2.6 and $1.5 unamortized debt issuance costs of $1.3 and $3.1
4.70%2030296.1 295.4 
7.25% 2023 Senior Notes, Aggregate principal amount of $300.0 less unaccrued discount of $0.2 and $0.3 and unamortized debt issuance costs of $1.3 and $1.7
7.25%2028298.5 298.0 
Total
$594.6 $593.4 
(1)    We designate debt obligations as "long-term" based on maturity date at issuance.

On September 26, 2025, we issued $300.0 million aggregate principal amount of 4.70% senior notes (2025 Senior Notes), which will mature on October 1, 2030, issued at a discount resulting in an effective yield of 4.82%. Interest on the 2025 Senior Notes is payable semi-annually at a rate of 4.70%. The 2025 Senior Notes are redeemable in whole or in part, at any time, at our option, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes being redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted, on a semi-annual basis, at the Treasury yield (as defined in the indenture) plus 20 basis points, plus, in either of the above cases, accrued interest up to, but not including the date of redemption. The 2025 Senior Notes are traded in the open market (HMN 4.70).
On September 29, 2025, we issued a notice of redemption for all of the outstanding 4.50% Senior Notes due 2025. The redemption occurred on October 14, 2025 utilizing the proceeds from the 2025 Senior Notes.
On September 15, 2023, we issued $300.0 million aggregate principal amount of 7.25% senior notes (2023 Senior Notes), which will mature on September 15, 2028, issued at a discount resulting in an effective yield of 7.29%. Interest on the 2023 Senior Notes is payable semi-annually at a rate of 7.25%. The 2023 Senior Notes are redeemable in whole or in part, at any time, at our option, at a redemption price equal to the greater of (1) 100% of the principal amount of the notes being redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted, on a semi-annual basis, at the Treasury yield (as defined in the indenture) plus 45 basis points, plus, in either of the above cases, accrued interest up to, but not including the date of redemption. The 2023 Senior Notes are traded in the open market (HMN 7.25).
As of September 30, 2026, we had $325.0 million available on the Revolving Credit Facility, with an interest rate based on Term SOFR plus 115 basis points plus the applicable benchmark adjustment spread. The Revolving Credit Facility expires on May 19, 2030. The unused portion of the Revolving Credit Facility is subject to a variable commitment fee, which was 0.15% on an annual basis as of September 30, 2026.
As of September 30, 2026, we had no borrowings outstanding with FHLB. The Board has authorized a combined limit for FHLB borrowings and funding agreements equal to 15% of the insurance subsidiaries' aggregate net admitted assets, excluding separate account assets. This limit is below the maximum borrowing capacity set by FHLB.
We had no obligation for securities sold under reverse repurchase agreements at September 30, 2026 and December 31, 2025.
To provide additional capital management flexibility, we filed a "universal shelf" registration statement on Form S-3 with the Securities and Exchange Commission (SEC) on March 8, 2024. The registration statement, which registered the offer and sale from time to time of an indeterminate amount of various securities, which may include debt securities, common stock, preferred stock, depositary shares, warrants, delayed delivery contracts and/or units that include any of these securities, was automatically effective on March 8, 2024. Unless withdrawn by us earlier, this registration statement will remain effective through March 8, 2027. The Senior Notes due 2030, described above, were issued utilizing this registration statement. No other securities associated with the registration statement have been issued at the time of issuance of this Quarterly Report on Form 10-Q.
Horace Mann Educators Corporation
62
Third Quarter 2026 Form 10-Q


On March 13, 2018, we filed a "shelf" registration statement on Form S-4 with the SEC which became effective on May 2, 2018. Under this registration statement, we may from time to time offer and issue up to 5,000,000 shares of our common stock in connection with future acquisitions of other businesses, assets or securities. Unless withdrawn by us, this registration statement will remain effective indefinitely. No securities associated with the registration statement have been issued at the time of issuance of this Quarterly Report on Form 10-Q.
Financial Ratings
Our principal insurance subsidiaries are rated by A.M. Best Company, Inc. (A.M. Best), Moody's, and S&P. These rating agencies have also assigned ratings to our Senior Notes. The ratings that are assigned by these agencies, which are subject to change, can impact, among other things, our access to sources of capital, cost of capital, and competitive position. These ratings are not a recommendation to buy or hold any of our securities.
All three agencies currently have assigned the same insurance financial strength ratings to our Property & Casualty and Life insurance subsidiaries. Only A.M. Best currently rates our Supplemental & Group Benefits subsidiaries, each of which is rated at the same level as our Property & Casualty and Life & Retirement subsidiaries. Assigned ratings and respective affirmation/review dates as of October 30, 2026 were as follows:
Insurance FinancialAffirmed/
Strength Ratings (Outlook)Debt Ratings (Outlook)Reviewed
A.M. Best
HMEC (parent company)N.A.bbb(stable)9/25/2026
HMEC's Life & Retirement subsidiariesA(stable)N.A.9/25/2026
HMEC's Property & Casualty subsidiariesA(stable)N.A.9/25/2026
HMEC's Supplemental & Group Benefits
subsidiaries
Madison National Life Insurance Company
A
(stable)N.A.9/25/2026
National Teachers Associates Life
Insurance Company
A(stable)N.A.9/25/2026
Moody's
   HMEC (parent company)Baa2
(stable)
3/31/2026
   HMEC's Life GroupA2
(stable)
3/31/2026
   HMEC's P&C GroupA2
(stable)
3/31/2026
S&PA(stable)BBB(stable)1/22/2026
Reinsurance Programs
There have been no material changes in our reinsurance programs for our Property & Casualty, Life & Retirement and Supplemental & Group Benefits segments from that disclosed in Part I - Item 1, Reporting Segments in our Annual Report on Form 10-K for the year ended December 31, 2025.
Horace Mann Educators Corporation
63
Third Quarter 2026 Form 10-Q


ITEM 3. I Quantitative and Qualitative Disclosures about Market Risk
Market value risk, our primary market risk exposure, is the risk that our invested assets will decrease in value. This decrease in value may be due to (1) a change in the yields realized on our assets and prevailing market yields for similar assets, (2) an unfavorable change in the liquidity of an investment, (3) an unfavorable change in the financial prospects of the issuer of an investment, or (4) a downgrade in the credit rating of the issuer of an investment. Also see Consolidated Results of Operations in Part I - Item 2 of this Quarterly Report on Form 10-Q regarding net investment losses.
Significant changes in interest rates expose us to the risk of experiencing losses or earning a reduced level of income based on the difference between the interest rates earned on our investments and the credited interest rates on our insurance and investment contract liabilities. Also see Consolidated Results of Operations in Part I - Item 2 of this Quarterly Report on Form 10-Q regarding interest credited to policyholders.
We seek to manage our market value risk by coordinating the projected cash inflows of assets with the projected cash outflows of liabilities. For all of our assets and liabilities, we seek to maintain reasonable durations, consistent with the maximization of income without sacrificing investment quality, while providing for liquidity and diversification. The investment risk associated with variable annuity deposits and the underlying mutual funds is assumed by those contractholders, and not by us. Certain fees that we earn from variable annuity deposits are based on the market value of the funds deposited.
More detailed descriptions of our exposure to market value risks and the management of those risks is contained in Part II - Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 4. I Controls and Procedures
Management's Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) of the Securities Exchange Act of 1934 as amended (Exchange Act), as of September 30, 2026. Based on this evaluation, the chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to material information relating to us (including our consolidated subsidiaries) that is required to be included in our periodic SEC filings. No material weaknesses in our disclosure controls and procedures were identified in the evaluation and therefore, no corrective actions were taken. There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Horace Mann Educators Corporation
64
Third Quarter 2026 Form 10-Q


PART II: OTHER INFORMATION
ITEM 1. I Legal Proceedings
For a description of noteworthy litigation, see Part I - Item 1, Note 11 of the Consolidated Financial Statements of this Quarterly Report on Form 10-Q.
ITEM 1A. I Risk Factors
Except as set forth below, we believe there are no material changes from the risk factors as previously disclosed in Part I - Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.
Cybersecurity
Cybersecurity breaches could have an adverse effect on our business and reputation.
Cybersecurity threats and incidents have increased in recent years in frequency, levels of persistence, sophistication and intensity, and we may be subject to heightened cyber-related risks. Our business depends on the proper functioning and availability of our information technology platform, including communications and data processing systems, our proprietary systems, and systems of our third-party service providers. We and our service providers collect, process, store and transmit sensitive personal, financial, health and other confidential information relating to our policyholders, customers, employees and business partners, as well as our proprietary business information. We have implemented and maintain what we believe to be reasonable security measures, but we cannot guarantee that the controls and procedures we have in place to protect or recover our respective systems and the information stored on such systems will be effective, successful or sufficiently rapid to avoid harm to our business. Moreover, while we generally perform cybersecurity due diligence on our key service providers, we cannot ensure the cybersecurity measures they take will be sufficient to protect any information we share with them. Our service providers’ use of AI, including AI capabilities embedded in their products and services, may introduce additional vulnerabilities or expose information to uses or parties beyond our visibility or control. Due to applicable laws, regulations, rules, standards and contractual obligations, we may be held responsible for cyber-attacks, security breaches or other similar incidents attributed to our service providers as they relate to the information we share with them.
Cybersecurity threats are evolving in nature and becoming increasingly difficult to detect, and may come from a variety of sources, including organized criminal groups, “hacktivists,” terrorists, and nation state-supported actors. These threats include, among other things, computer viruses, worms, malware, ransomware, denial of service attacks, defective software, credential stuffing, social engineering, phishing attacks, human error, fraud, theft, or improper access by employees or service providers, and other similar threats. Furthermore, cyber-attacks increasingly involve the use of artificial intelligence (AI) and machine learning, including generative AI, with bad actors using these technologies to launch more automated, targeted, and coordinated attacks.
We have established AI governance, including a cross-functional AI Governance and Risk Committee and policies governing the use of AI tools. AI use by employees, contractors and service providers can create cybersecurity and data protection risks, including through tools used without organizational approval or oversight (“shadow AI”). These risks include exposing sensitive information, granting inappropriate access to systems or data, and enabling AI agents to take unintended actions or modify records. Such activities may compromise information and systems, even when data remains within our environment. Our policies, controls and training are designed to address these risks but may not identify or prevent all inappropriate uses.
Any cybersecurity incident, including system failure, cyber-attacks, security breaches, disruption by malware or other damage, with respect to our or our service providers’ information technology systems, could interrupt or delay our operations, result in a violation of applicable cybersecurity, privacy, data protection or other laws, regulations, rules, standards or contractual obligations, damage our reputation, cause a loss of customers or expose sensitive customer data, give rise to civil litigation, injunctions, damages, monetary fines or other penalties, subject us to additional regulatory scrutiny or notification obligations, and/or increase our compliance costs, any of which could adversely affect our business, financial conditions and results of operations.
Horace Mann Educators Corporation
65
Third Quarter 2026 Form 10-Q


We may not be able to anticipate all cyber-attacks, security breaches or other similar incidents, detect or react to such incidents in a timely manner, or adequately remediate any such incident. It may also take considerable time for us to investigate and evaluate the full impact of cyber-attacks, particularly for sophisticated attacks, which may inhibit our ability to provide prompt, full, and reliable information about cybersecurity incidents to our customers, regulators, and the public. Limitations in logging, record retention or attribution of automated activity may prevent us from fully reconstructing and assessing the full scope and impact of such incidents. In addition, recent disclosure requirements add additional risk that bad actors might use the information with malicious intent, exacerbating the impacts of a breach. While management is not aware of any cyber-attack, security breach or other similar incident that has had a material effect on our operations, there can be no assurances that such an incident that could have a material impact on us will not occur in the future.
Further, the cybersecurity, privacy and data protection regulatory environment is evolving, and it is likely that the costs of complying with new or developing regulatory requirements will increase. For example, we operate in a number of jurisdictions with strict cybersecurity, privacy, data protection and other related laws, regulations, rules and standards, which could be violated in the event of a significant cyber-attack, security breach or other similar incident affecting personal, proprietary or confidential information or in the event of noncompliance by our personnel with such obligations. The use of AI by us or our service providers may further complicate compliance with requirements governing the collection, use, retention, sharing and protection of information.
We cannot ensure that any limitations of liability provisions in our agreements with clients, service providers and other third parties with which we do business would be enforceable or adequate or otherwise protect us from any liabilities or damages with respect to any claim in connection with a cyber-attack, security breach or other similar incident. In addition, while we maintain insurance that would mitigate the financial loss under such scenarios, providing what we believe to be appropriate policy limits, terms and conditions, we cannot guarantee that our insurance coverage will be adequate for all financial and non-financial consequences from a cybersecurity event, including an AI-related event, that insurance will continue to be available to us on economically reasonable terms, or at all, or that our insurer will not deny coverage as to any future claim.
Artificial Intelligence Risks
Our use of artificial intelligence could adversely affect our business, regulatory compliance and reputation.
Our increasing use of AI technologies and the use of AI by our third-party service providers introduces risks that could impact our business operations, regulatory compliance, financial performance, and customer relationships. These risks include potential inaccuracies in AI-driven processes, increased regulatory scrutiny, unintended biases, data privacy and security concerns, operational disruptions, and broader ethical considerations.
AI systems, including generative AI, may produce inaccurate, incomplete, misleading or fabricated outputs, rely on flawed, biased or outdated data, or operate in ways that are difficult to explain, validate or reproduce. Overreliance on these systems, insufficient human oversight, or failure to identify and correct errors could adversely affect business decisions, customer communications, financial reporting or other processes. To the extent AI is used in underwriting, pricing, claims handling or other insurance-related activities, errors or unintended biases could result in inappropriate or discriminatory outcomes, customer harm, regulatory action or litigation.
Our ability to manage these risks depends in part on identifying where and how AI is used, establishing appropriate access and data restrictions, evaluating third-party technologies, and maintaining effective testing, monitoring and human oversight. See also the cybersecurity risk factor above regarding unauthorized use of AI, including "shadow AI", and AI agents. AI capabilities may also be introduced through changes to existing third-party products and services, limiting our ability to identify and evaluate their use promptly. Failures, outages, changes in functionality or terms of use, or discontinuation of third-party AI services could disrupt affected processes or increase our costs.
The use of AI may also expose us to claims concerning intellectual property infringement, ownership or permitted use of data and AI-generated content, confidentiality, or other rights. We may have limited ability to determine the sources of data used to develop third-party models or to obtain adequate contractual protections or recovery from providers.
Horace Mann Educators Corporation
66
Third Quarter 2026 Form 10-Q


Evolving and increasingly complex AI-related laws, regulations, and industry standards may increase our compliance costs and regulatory exposure, and failure to maintain effective governance, oversight, and risk controls could materially and adversely affect our business, results of operations, or reputation. While we seek to implement AI responsibly and consistent with our AI governance policies, there can be no assurance that AI-related risks will not affect our business, reputation, or compliance obligations.
Further, AI technologies also have the potential to materially alter the competitive landscape. Specifically, there is a risk that existing or new market participants can utilize AI technology to reduce their operating costs and accelerate speed to market for new market participants.
ITEM 2. I Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
On May 13, 2025, our Board of Directors authorized a share repurchase program allowing repurchases of up to $50 million of our common shares in open market or privately negotiated transactions, from time to time, depending on market conditions (Program). The Program does not have an expiration date and may be limited or terminated at any time without notice. During the three months ended September 30, 2026, we repurchased shares as follows:
Period

Total Number
of Shares
Purchased


Average Price
Paid per Share		Total Number of Shares Purchased
under the Program		Approximate Dollar Value
 of Shares that may yet be
Purchased under the Program
July 1 - 31— $— — $37.4 million
August 1 - 31— — — $37.4 million
September 1 - 3022,826 44.91 22,826 $36.4 million
Total22,826 $44.91 22,826 $36.4  million
ITEM 5. I Other Information
Securities Trading Plans of Executive Officers and Directors

During the three months ended September 30, 2026, Beverley McClure adopted a new 10b5-1 plan. The Plan was adopted on September 3, 2026. The Plan expires on the earlier of April 15, 2027, or upon execution of all trades or expiration of all orders relating to such trades. The Plan allows for the sale of up to 2,368 shares.
Horace Mann Educators Corporation
67
Third Quarter 2026 Form 10-Q


ITEM 6. I Exhibits
The following items are filed as Exhibits. Management contracts and compensatory plans are indicated by an asterisk (*).
Exhibit No.
Description
10.1
10.2
31.1
31.2
32.1
32.2
99.1
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH
XBRL Taxonomy Extension Schema
101.CAL
XBRL Taxonomy Extension Calculation Linkbase
101.DEF
XBRL Taxonomy Extension Definition Linkbase
101.LAB
XBRL Taxonomy Extension Label Linkbase
101.PRE
XBRL Taxonomy Extension Presentation Linkbase
Horace Mann Educators Corporation
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Third Quarter 2026 Form 10-Q


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
HORACE MANN EDUCATORS CORPORATION
(Registrant)
Date
November 6, 2026
/s/ Marita Zuraitis
Marita Zuraitis
President and Chief Executive Officer
Date
November 6, 2026
/s/ Ryan E. Greenier
Ryan E. Greenier
Executive Vice President and
Chief Financial Officer

Horace Mann Educators Corporation
69
Third Quarter 2026 Form 10-Q

MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND BETWEEN MEDICAL MUTUAL OF OHIO AND HORACE MANN EDUCATORS CORPORATION DATED AS OF JULY 21, 2026

 
- i - TABLE OF CONTENTS Page Article I DEFINITIONS ..................................................................................................................2 1.1 Certain Definitions ...................................................................................................2 1.2 Table of Defined Terms .........................................................................................13 Article II purchase and sale............................................................................................................14 2.1 Purchase and Sale ESI Membership Interests ........................................................14 2.2 Closing ...................................................................................................................15 2.3 Closing Deliveries ..................................................................................................15 2.4 Payment at Closing ................................................................................................16 2.5 Post-Closing Payment ............................................................................................17 Article III REPRESENTATIONS AND WARRANTIES OF Seller ............................................20 3.1 Organization and Qualification ..............................................................................20 3.2 Organizational Documents.....................................................................................20 3.3 Capitalization .........................................................................................................20 3.4 Authority; Enforceability .......................................................................................21 3.5 No Conflict; Required Filings and Consents .........................................................22 3.6 Material Contracts ..................................................................................................23 3.7 Compliance with Law; Permits ..............................................................................25 3.8 Financial Statements ..............................................................................................26 3.9 Material Brokers ....................................................................................................27 3.10 No Undisclosed Liabilities .....................................................................................27 3.11 Absence of Certain Changes or Events ..................................................................27 3.12 Absence of Litigation, Claims and Orders .............................................................28 3.13 Employee Benefit Plans .........................................................................................28 3.14 Labor Matters .........................................................................................................30 3.15 Real Property .........................................................................................................32 3.16 Taxes ......................................................................................................................32 3.17 Intellectual Property and Technology ....................................................................34 3.18 Insurance ................................................................................................................36 3.19 Environmental Matters...........................................................................................36 3.20 Affiliated Transactions...........................................................................................37 3.22 Bank Accounts; Power of Attorney .......................................................................37 3.23 Privacy and Data Security ......................................................................................38 3.24 Brokers ...................................................................................................................38 Article IV REPRESENTATIONS AND WARRANTIES OF BUYER........................................39 4.1 Organization ...........................................................................................................39 4.2 Authority; Enforceability .......................................................................................39 4.3 No Conflict; Required Filings and Consents .........................................................40

 
TABLE OF CONTENTS (continued) Page - ii - 4.4 Absence of Litigation, Claims and Orders .............................................................41 4.5 Sufficient Funds .....................................................................................................41 4.6 Brokers ...................................................................................................................41 4.7 Investment Purpose ................................................................................................41 Article V COVENANTS ...............................................................................................................41 5.1 Conduct of Business Pending the Closing .............................................................41 5.2 Access to Information ............................................................................................44 5.3 Confidentiality .......................................................................................................44 5.4 Third Party Consents..............................................................................................46 5.5 Notification of Certain Matters ..............................................................................47 5.6 Interim Financial Statements .................................................................................47 5.7 Public Announcements ..........................................................................................47 5.8 Further Assurances.................................................................................................47 5.9 Delivery of Books and Records .............................................................................48 5.10 Access to Books and Records ................................................................................48 5.11 Non-Competition; Non-Solicitation ......................................................................49 5.12 D&O Liabilities .....................................................................................................50 5.13 Employee Matters ..................................................................................................51 5.14 Release ...................................................................................................................55 5.15 No Shop .................................................................................................................55 5.16 Intercompany Agreements .....................................................................................56 5.17 Bank Accounts .......................................................................................................56 Article VI CONDITIONS precedent .............................................................................................58 6.1 Conditions to Each Party’s Obligations .................................................................58 6.2 Conditions to Obligations of Buyer .......................................................................58 6.3 Conditions to Obligations of Seller .......................................................................59 Article VII TERMINATION .........................................................................................................60 7.1 Termination ............................................................................................................60 7.2 Effect of Termination .............................................................................................60 Article VIII TAX MATTERS ........................................................................................................60 8.1 Liability for Taxes..................................................................................................60 8.2 Tax Returns ............................................................................................................61 8.3 Contest Provisions .................................................................................................62 8.4 Assistance and Cooperation ...................................................................................63 8.5 Other Tax Matters ..................................................................................................64 8.6 Purchase Price Allocation ......................................................................................64 Article IX SURVIVAL AND INDEMNIFICATION ...................................................................64 9.1 Survival of Representations and Warranties ..........................................................64

 
TABLE OF CONTENTS (continued) Page - iii - 9.2 Indemnification ......................................................................................................65 9.3 Certain Limitations ................................................................................................66 9.4 Definitions..............................................................................................................67 9.5 Procedures for Third Party Claims ........................................................................67 9.6 Adjustment to Purchase Price ................................................................................68 9.8 Exclusive Remedy .................................................................................................68 Article X MISCELLANEOUS ......................................................................................................69 10.1 Amendment ............................................................................................................69 10.2 Waiver ....................................................................................................................69 10.3 Expenses ................................................................................................................69 10.4 Notices ...................................................................................................................69 10.5 Specific Performance .............................................................................................70 10.6 Interpretation ..........................................................................................................71 10.7 Severability ............................................................................................................71 10.8 Entire Agreement; Third Party Beneficiaries ........................................................72 10.9 Assignment ............................................................................................................72 10.10 Failure or Indulgence; No Waiver; Remedies Cumulative ....................................72 10.11 Governing Law ......................................................................................................72 10.12 Jurisdiction; Enforcement ......................................................................................72 10.13 Counterparts ...........................................................................................................73 10.14 Attorney-Client Matters. ........................................................................................73

 
- iv - EXHIBITS Exhibit A — Closing Assignment and Assumption Agreement Exhibit B — Closing Bill of Sale Exhibit C — Transition Services Agreement ANNEXES Annex A — Key Employees Annex B — Specified Accounting Principles Annex C — Reference Statement Annex D — Third Party Consents Annex E — Specified Shared Contracts Seller Disclosure Schedule Buyer Disclosure Schedule

 
MEMBERSHIP INTEREST PURCHASE AGREEMENT This MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated as of July 21, 2026 (this “Agreement”), is by and between HORACE MANN EDUCATORS CORPORATION, a Delaware corporation (“Buyer”) and MEDICAL MUTUAL OF OHIO, an insurance company organized under the laws of the State of Ohio (“Seller”). RECITALS WHEREAS, Seller directly owns one hundred percent (100%) of the issued and outstanding equity interests (the “ESI Membership Interests”) of Employee Services LLC, a New York limited liability company (“ESI” and, together with EAP (as defined below), the “Acquired Companies” and each an “Acquired Company”); WHEREAS, ESI directly owns one hundred percent (100%) of the issued and outstanding equity interests of EAP LLC, a Connecticut limited liability company (“EAP,” and such equity interests, the “EAP Membership Interests”); WHEREAS, (a) the board of directors of Buyer, and (b) the board of directors of Seller have each approved this Agreement and the transactions contemplated hereby, upon the terms and subject to the conditions set forth in this Agreement; WHEREAS, the parties hereto desire to enter into this Agreement pursuant to which, on the terms and subject to the conditions set forth herein: (a) Upon Closing, Seller will sell to Buyer, and Buyer will purchase from Seller, all of the ESI Membership Interests; (b) Upon Closing, (i) Seller will, and will cause its Affiliates (other than the Acquired Companies) to, sell, convey, assign, transfer and deliver to Buyer or one or more of Buyer’s Affiliates designated by Buyer, free and clear of all Liens other than Permitted Liens, and Buyer will or will cause one or more of its Affiliates to purchase, acquire and accept from Seller and its Affiliates, all of Seller’s and each such Affiliate’s right, title and interest in and to the Transferred Assets (as hereinafter defined) pursuant to the Closing Bill of Sale (as hereinafter defined); and (ii) Seller will, and will cause its Affiliates (other than the Acquired Companies) to, assign to Buyer or one or more of Buyer’s Affiliates designated by Buyer, and Buyer will or will cause one or more of its Affiliates to assume, the Transferred Liabilities (as hereinafter defined); (b) Upon Closing, Seller and ESI will enter into the Transition Services Agreement (as hereinafter defined), pursuant to which, upon the terms and subject to the conditions set forth therein, Seller will, and will cause its Affiliates, as applicable, to perform certain transition services for the Acquired Companies with respect to the Business; and (c) At Closing, the parties hereto will enter into, and will cause their respective Affiliates to enter into, as applicable, each other Transaction Document.

 
- 2 - NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows: ARTICLE I DEFINITIONS 1.1 Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings: “Affiliate” means, with respect to a specified Person at the time of determination, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For purposes of this definition, the term “control” (including its correlative meanings “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities, by contract or otherwise). For the avoidance of doubt, the Acquired Companies shall each be deemed an “Affiliate” of Seller (and not Buyer) prior to the Closing, and shall each be deemed an “Affiliate” of Buyer (and not Seller) from and after the Closing. “Base Price” means $115,000,000.00. “Books and Records” means all written or electronic accounts, ledgers and records (including computer generated, recorded or stored records) of (i) the Acquired Companies, or (ii) Seller or any of its Affiliates (other than the Acquired Companies), to the extent relating to the Business, in each case, whether or not in the custody of the Seller or its Affiliates (including the Acquired Companies), including Customer Lists, contract forms, applications, enrollment forms, sales records, administrative, pricing, corporate (including Employee records) and accounting, and other records (including the books of account and other records), agreements, Tax records (including Tax Returns), disclosure and other documents and filings required under applicable Law, financial records, and compliance records, including any database, magnetic or optical media and any other form of recorded, computer generated or stored information or process; provided, however, “Books and Records” shall not include (a) books and records to the extent relating to any business, operations, or assets of Seller or its Affiliates other than the Business, (b) Organizational Documents, equity records, minute books, board, committee, or shareholder meeting materials or other corporate governance records of the Seller or any of its Affiliates except to the extent relating specifically to the Business or such documents or materials of any Acquired Company, (c) consolidated company-wide or Affiliate-level books and records that do not relate primarily to the Business (provided that, to the extent any such books and records would be material to the Business, Buyer shall be entitled to reasonable access following the Closing to the portions of such books and records that relate to the Business in accordance with Section 5.10), (d) all Privileged Deal Communications, or (e) any books and records that Seller or its Affiliates are required by applicable Law to regain, provided, that with respect to the foregoing clause (e) Buyer shall be entitled to reasonable access to thereto following the Closing.

 
- 3 - “Broker” means any Person, other than the Seller, its Affiliates or any Employee, engaged in the solicitation, negotiation, effectuation, marketing, sale or placement of any products or services marketed, sold or provided by the Business. “Business” means the business of the Acquired Companies, including the business of providing and administering employee assistance programs and services as conducted by the Acquired Companies as of the date hereof. “Business Confidential Information” means all non-public information owned or possessed by (including with any third-party data and record management vendors), or otherwise primarily related to, the Acquired Companies or the Business or contained in the Books and Records, except that “Business Confidential Information” shall not include, except with respect to Personal Information that is Business Confidential Information, information that (i) is or becomes generally available to the public (other than as a result of its disclosure in violation of Section 5.3(c)), (ii) is independently developed by Seller or its Affiliates without reference to any Business Confidential Information, or (iii) is lawfully made available or known to Seller or its Affiliates by a Person not subject to any duty of confidentiality to Buyer or its Affiliates or their Representatives. “Business Day” means any day other than a Saturday, Sunday or day on which banks are permitted or required by Law to close in Chicago, Illinois or Cleveland, Ohio. “Buyer Confidential Information” means all non-public information made available to Seller or its Affiliates or their respective Representatives by Buyer or its Affiliates or their respective Representatives (including information disclosed in the course of negotiation of this Agreement or any other Transaction Document) regarding Buyer or its Affiliates, except that “Buyer Confidential Information” shall not include, except with respect to Personal Information, information that (i) is or becomes generally available to the public (other than as a result of its disclosure in violation of Section 5.3(c)), (ii) was already known to Seller or its Affiliates (other than by previous disclosure by Buyer or its Affiliates or their respective Representatives) and not subject to any duty of confidentiality to Buyer or its Affiliates or their Representatives, (iii) is independently developed by Seller or their Affiliates without reference to any Buyer Confidential Information, or (iv) is lawfully made available or known to Seller or its Affiliates by a Person not subject to any duty of confidentiality to Buyer or its Affiliates or their respective Representatives. “Buyer Disclosure Schedule” means the Buyer Disclosure Schedule delivered by Buyer to Seller concurrently with the execution of this Agreement. “Buyer Material Adverse Effect” means any fact, circumstance, condition, event, development, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Buyer to timely consummate the transactions contemplated by this Agreement and the other Transaction Documents. “Buyer Party” means Buyer and any of its Affiliates that is or will be a party to a Transaction Document. “Cash” means all cash, cash equivalents, marketable securities and deposits of any Acquired Company, plus the amount of received but uncleared checks, drafts and inbound wires

 
- 4 - deposited or in transit for the account of any Acquired Company, minus the amount of any checks written (but not yet cashed) or outbound wires sent by an Acquired Company, restricted cash, petty cash, undeposited checks, and customer funds held for others, in each case as determined in accordance with the Specified Accounting Principles. “Closing Assignment and Assumption Agreement” means the Assignment and Assumption Agreement, in substantially the form attached as Exhibit A hereto, entered into at the Closing by Seller and its Affiliates, on the one hand, and the Buyer or its designee, on the other hand. “Closing Bill of Sale” means the Bill of Sale, in substantially the form attached as Exhibit B hereto, entered into at the Closing by Seller and its applicable Affiliate, on the one hand, and Buyer or its designee, on the other hand. “Closing Date” means the date on which the Closing occurs. “Closing Indebtedness” means the Indebtedness of the Acquired Companies as of immediately prior to the Closing. “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. “Computer Programs” means currently existing and available prior versions retired since January 1, 2023 of (i) computer programs or other Software owned or used by or licensed to the Acquired Companies, including all object code and all source code other than open source code, all executables and run books (and related Contracts with escrow agents), (ii) Software databases, including structures, format, procedures and associated documentation for the organization, storage and sorting of information, to the extent developed by or licensed to or used by the Acquired Companies, (iii) parameter settings and configuration settings with respect to the items described in each of (i)-(ii), (iv) available descriptions, specifications, flow-charts, templates, maps and any other work product used to design, plan, organize and develop each of (i)–(ii), to the extent developed by or licensed to or used by the Acquired Companies, and (v) documentation, including design and development artifacts, test data and scripts, user manuals, system documentation, operations manuals/instructions and training materials, relating to each of (i)–(iv). “Confidentiality Agreement” means the confidentiality agreement, dated as of March 12, 2026, by and between ESI and Buyer. “Contract” means, with respect to any Person, any written contract, lease, license, sublicense, commitment, loan or credit agreement, indenture, agreement or other legally binding commitment or obligation to which such Person is a party or is otherwise subject or bound. “Court” means any court or arbitration tribunal of the United States, any domestic state, any foreign country and any political subdivision or agency thereof. “Current Assets” means the current assets of the Acquired Companies as determined in accordance with the Specified Accounting Principles and including only the “Current Assets” line items set forth on the Schedule to the Specified Accounting Principles. For the avoidance of doubt, Current Assets shall not include Cash, income Tax assets, deferred Tax assets and intangible assets.

 
- 5 - “Current Liabilities” means the current liabilities of the Acquired Companies as determined in accordance with the Specified Accounting Principles and including only the “Current Liabilities” line items set forth on the Schedule to the Specified Accounting Principles. For the avoidance of doubt, Current Liabilities shall not include income Tax liabilities and deferred Tax liabilities. “Customer Contract” means any Contract by and between an Acquired Company, on the one hand, and any customer of the Business, on the other hand. “Customer Lists” means all books, records, files, data and other information, in whatever form maintained (whether in hard copy, computer format or other media), in the possession or control of the Seller or its Affiliates (including with any third-party data and record management vendors engaged by Seller or its Affiliates (including, prior to the Closing, the Acquired Companies)) that constitute customer lists to the extent primarily related to the Business or that are customer lists of the Acquired Companies. “Employee” means each employee of Seller or any of its Affiliates who dedicate at least eighty percent (80%) of their working time to the Business but excluding such employees set forth in Section 1.1(a) of the Seller Disclosure Schedule. “Employee Plan” means a written or unwritten plan, policy, program, agreement or arrangement, whether covering a single individual or a group of individuals, sponsored, maintained or contributed to by Seller or its Affiliates or any ERISA Affiliate, which provides benefits or compensation to or on behalf of Employees, or any of their beneficiaries, dependents, spouses or other family members, that is (i) an “employee benefit plan” within the meaning of Section 3(3) of ERISA, (ii) a stock bonus, stock purchase, stock option, restricted stock, stock appreciation right or similar equity-based plan or arrangement, or (iii) any other employment, severance, deferred- compensation, retirement, welfare-benefit, bonus, retention, termination, change in control, vacation, sick leave, disability, incentive or fringe benefit plan, policy, program, agreement or arrangement, in each case that is established, sponsored, maintained or contributed to or required to be maintained or contributed to, by Seller or any of its Affiliates or any of their respective ERISA Affiliates for the benefit of any Employee. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder. “ERISA Affiliate” means an entity (whether or not incorporated) required to be treated as a single employer with the Seller or its Affiliates under Section 414 of the Code. “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. “Excluded Employee Liabilities” means all Liabilities arising out of or in connection with (a) any payments, compensation, benefits or entitlements (including wages, other remuneration, holiday or vacation pay, bonus, severance pay (statutory or otherwise), commissions, post- employment medical or life obligations, pension contributions, insurance premiums, and Taxes) that Seller or any of its Affiliates owes or is obligated to provide, whether currently, prospectively or on a contingent basis, (i) with respect to any Transferred Employee, that are incurred, accrued or payable for periods prior to the Closing or (ii) with respect to all other employees of the Seller

 
- 6 - or its Affiliates (including Non-Transferred Employees), that are incurred, accrued or payable at any time, (b) under, or with respect to, ERISA, the WARN Acts, Section 4980 of the Code, or any labor or similar applicable law, that are incurred, accrued or arise prior to, or in connection with, the Closing, including any Taxes imposed under Sections 3101, 3111 or 3301 of the Code, whether or not yet required to be paid or recognized, (c) any Employee Plan, or (d) the employment, transfer or termination of employment of any Employee by the Seller or its Affiliates other than expressly contemplated by this Agreement or consented to by the Buyer. “Excluded Liabilities” means (i) all Liabilities (other than Transferred Liabilities) of the Seller and its Affiliates (but excluding the Acquired Companies), (ii) all Liabilities set forth on Section 1.1(b) of the Seller Disclosure Schedule, (iii) all Liabilities in respect of (A) Indemnified Taxes, (B) Excluded Employee Liabilities, and (C) any Proceedings or Orders set forth set forth on Section 3.12 of the Seller Disclosure Schedule and those not included on Section 3.12 of the Seller Disclosure Schedule due to Sellers’ bad faith or inadvertent oversight, and (iv) any unpaid Indebtedness and Transaction Expenses of the Acquired Companies as of the Closing and to the extent not included in the Closing Payment or Final Closing Payment. “Filing” means any registration, petition, statement, application, schedule, form, declaration, notice, notification, report, submission or other filing. “Final Closing Cash” means the Cash as of the Effective Time as finally agreed or determined pursuant to Section 2.5. “Final Closing Indebtedness” means the Closing Indebtedness outstanding as of immediately prior to the Closing as finally agreed or determined pursuant to Section 2.5. “Final Closing Payment” means an amount equal to (a) the Base Price, plus (b) the Final Closing Cash, plus (c) any Net Working Capital Surplus, minus (d) any Net Working Capital Deficit, minus (e) the Final Closing Indebtedness, minus (f) the Final Transaction Expenses. “Final Net Working Capital” means the Net Working Capital as of the Effective Time as finally agreed or determined pursuant to Section 2.5. “Final Transaction Expenses” means the unpaid portion of the Transaction Expenses as of the Closing as finally agreed or determined pursuant to Section 2.5. “GAAP” means generally accepted accounting principles consistently applied. “Governmental Approval” means any consent, approval or authorization of, or registration, declaration or filing with, any Governmental Authority. “Governmental Authority” means any governmental agency or authority of the United States, any domestic state, any foreign country and any political subdivision or agency thereof, including any administrative agency, board or commission. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and the regulations and guidance thereunder.

 
- 7 - “Indebtedness” means, without duplication, the Acquired Companies’ (i) outstanding indebtedness for borrowed money and all obligations represented by or owed under any credit facility, loan agreement, reimbursement agreement or other similar agreements (including the unpaid principal, accrued and unpaid interest and prepayment penalties triggered by the Closing), (ii) unpaid principal and accrued and unpaid interest owed under bonds, notes, debentures or other similar instruments and debt securities, (iii) all or any part of the deferred purchase price of property or services (other than trade payables), including any “earnout” or similar payments or any non-compete payments, (iv) all indebtedness secured by a Lien to secure all or part of the purchase price of the property subject to such Lien, (v) self-insurance accruals, (vi) all Liabilities with respect to accrued but unpaid bonus payments, accrued or owed by the Acquired Companies or their Affiliates in respect of the Transferred Employees as of the Closing in respect of any performance period (or portion thereof) prior to and up to the Closing, together with the employer portion of any Taxes arising therefrom, to the extent not included in the Transaction Expenses, (vii) all Liabilities with respect to accrued but unused vacation time, flexible time-off and sick pay to which any Employee employed by the Acquired Companies is entitled pursuant to the policies applicable to such Employee immediately prior to the Closing, (viii) all Liabilities with respect to accrued severance to which any Employee employed by the Acquired Companies is entitled pursuant to the policies applicable to such Employee immediately prior to the Closing, (ix) all Liabilities for unclaimed funds, (x) all obligations with respect to the net current income Tax liabilities of Acquired Companies that are allocable to any Pre-Closing Tax Period, and (xi) guarantees provided by the Acquired Companies of any of the foregoing. Notwithstanding anything contained herein to the contrary, none of the foregoing amounts shall be (A) counted twice in the determination of the amount of Excluded Liabilities or Transaction Expenses, or (B) deemed to be Indebtedness to the extent (1) paid on or prior to the Closing Date or (2) accrued in the Estimated Closing Statement or the Closing Statement. “Indemnified Taxes” means, to the extent not included in Indebtedness or Net Working Capital, any (i) Taxes attributable to or imposed on the Business, the Transferred Assets or any of the Acquired Companies with respect to any Pre-Closing Tax Period; (ii) liabilities for Taxes of any Person other than the Acquired Companies (A) pursuant to Treas. Reg. § 1.1502-6 or similar provision of state or local law solely with respect to any affiliated, consolidated, combined, or unitary group of which the Acquired Companies were members prior to the Closing, (B) as a transferee or successor, by contract or otherwise, or (C) under any Tax allocation, Tax sharing, Tax indemnity, or similar agreement (excluding any commercial agreement entered into in the ordinary course of business and not primarily relating to Taxes); (iii) losses arising out of the inaccuracy or breach of any representation or warranty made by Seller in Section 3.16; (iv) losses arising out of any breach of or nonfulfillment of any agreement or covenant of Seller with respect to Taxes under Article VIII; and (v) any Transfer Taxes borne by Seller pursuant to Section 8.4(f). “Intellectual Property” means, on a worldwide basis, any or all of the following: (i) trademarks, service marks, trade dress, and other indicia of source, and any pending applications and registrations therefor, and all goodwill related thereto, (ii) trade names, corporate names, assumed names or fictitious names and any registrations or foreign qualifications therefor, (iii) domain names and any registrations therefor, including access to the codes necessary to transfer such domain registrations; (iv) copyrights and any registrations or applications therefor, (v) intellectual property rights with regard to the Computer Programs, (vi) patents and patent applications, including divisions, continuations, continuations-in-part and renewal applications,

 
- 8 - and including renewals, extensions and reissues thereof, (vii) know-how and trade secrets under applicable Law, and (viii) in each case, all administrative and legal rights arising therefrom and relating thereto. “IRS” means the United States Internal Revenue Service. “IT Systems” means the hardware, Software, data, databases, data communication lines, network and telecommunications equipment, Internet-related information technology infrastructure, wide area network and other information technology equipment owned, leased or licensed by Seller or its Affiliates. “Key Employees” means the Employees set forth on Annex A. “Knowledge” means, with respect to Seller, the actual knowledge, after reasonable inquiry, of those Persons listed in Section 1.1(c) of the Seller Disclosure Schedule, and, with respect to Buyer, the actual knowledge, after reasonable inquiry, of those Persons listed in Section 1.1(c) of the Buyer Disclosure Schedule. “Law” means all laws, statutes, ordinances, directives and Regulations of any Governmental Authority, including all Orders having the effect of law in any jurisdiction. “Liabilities” means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise. “Lien” means any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, claim, lien or charge of any kind. “Material Broker” means the ten (10) largest Brokers (determined by reference to total dollar revenue from products and services placed by such Broker in aggregate) for the (i) three (3) months ended March 30, 2026, and (ii) the twelve (12) months ended December 31, 2025 and December 31, 2024. “Migration” means the establishment of the Buyer’s and its Affiliates’ capability to reasonably operate the Business independently in its environments or infrastructure, including the transmission outside of the information technology system of Seller or its Affiliates (other than the Acquired Companies), migration and integration of the Transferred Assets and books and records contemplated by the definition of “Separation”. “Net Working Capital” means an amount equal to (i) all Current Assets as of the Effective Time, minus (ii) all Current Liabilities as of the Effective Time (in the case of each of clause (i) and clause (ii), determined in accordance with the Specified Accounting Principles). “Net Working Capital Deficit” means the amount, if any, by which (i) for purposes of the Estimated Closing Payment, the Net Working Capital Target exceeds the Estimated Net Working Capital estimated as of the Effective Time pursuant to Section 2.4, and (ii) for purposes of the

 
- 9 - Final Closing Payment, the Net Working Capital Target exceeds the Net Working Capital finally determined pursuant to Section 2.5. “Net Working Capital Surplus” means the amount, if any, by which (i) for purposes of the Estimated Closing Payment, the Estimated Net Working Capital estimated as of the Effective Time pursuant to Section 2.4 exceeds the Net Working Capital Target, and (ii) for purposes of the Final Closing Payment, the Final Net Working Capital finally determined pursuant to Section 2.5 exceeds the Net Working Capital Target. “Net Working Capital Target” means negative $5,266,464. “Order” means any binding judgment, order, writ, injunction, ruling or decree of, or any settlement under the jurisdiction of, any Court or Governmental Authority. “Organizational Documents” means, with respect to any Person, the certificate of incorporation, bylaws, certificate of organization, operating agreement or other applicable organizational documents of such Person. “Permits” mean all franchises, authorizations, consents, approvals, licenses, registrations, certificates, permits or other rights and privileges issued by any Governmental Authority. “Permitted Lien” means, with respect to any asset, any: (i) carriers’, mechanics’, materialmens’ or similar Lien with respect to amounts not yet due which do not interfere in any material respect with the conduct of the Business as it is currently conducted, or (ii) Lien for Taxes, assessments or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith and for which adequate reserves are set forth in the financial statements of the Acquired Companies in accordance with GAAP. “Person” means an individual, corporation, partnership, association, trust, estate, unincorporated organization, limited liability company or other entity or group (as defined in Section 13(d)(3) of the Exchange Act). “Personal Information” means any information related to individuals that is personally identifiable information as the same may be defined and protected by state or federal laws or regulations, including without limitation the following categories of information, in any format whether written, electronic, or otherwise: (i) any “nonpublic personal information” as such term is defined under Title V of the U.S. Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq., and the rules and regulations issued thereunder, (ii) any personally identifiable information in the possession of or applicable to the Acquired Companies or, solely with respect to the Business, Seller or its Affiliates (other than the Acquired Companies), that is protected by applicable Law related to data security and privacy, such as the following identifiers to the extent protected by applicable Law: name, signature, address, social security number, telephone number or other unique identifier, (iii) information in the possession of or applicable to the Acquired Companies or, solely with respect to the Business, Seller or its Affiliates (other than the Acquired Companies), that can be used to authenticate an individual that is protected by applicable Law related to data security and privacy, such as the following identifiers to the extent protected by applicable Law: including passwords or PINs, biometric data, unique identification numbers, answer to security questions, or other personal identifiers, or (iv) any “protected health information” in the possession of or applicable

 
- 10 - to the Acquired Companies or, solely with respect to the Business, Seller or its Affiliates (other than the Acquired Companies) (other than the Acquired Companies), as such term is defined under HIPPA. “Post-Closing Tax Period” means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date. “Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and the portion of any Straddle Period ending on and including the Closing Date. “Proceeding” means any legal, administrative, arbitral or other proceeding, suit, claim, investigation, demand, complaint, hearing, dispute or other action by or before any Governmental Authority, mediator or arbitrator. “Regulation” means any rule, regulation, policy or interpretation (regarding such rule, regulation or policy) of any Governmental Authority. “Representatives” means, with respect to any Person, its directors, officers, managers, employees, investment bankers, attorneys, accountants, financial or other advisors or other agents. “Schedules” means, collectively, the Seller Disclosure Schedules and the Buyer Disclosure Schedules. “Security Breach” means any actual or reported (i) loss or misuse (by any means) of Personal Information, (ii) unauthorized access to any IT System that compromises the privacy or security of Personal Information, (iii) inadvertent, unauthorized and/or unlawful processing of Personal Information, or (iv) other act or omission that compromises or may compromise the security, confidentiality or integrity of Personal Information or the security or operation of any IT System. “Seller Confidential Information” means, other than Business Confidential Information, all non-public information made available to Buyer or its Affiliates or their respective Representatives by Seller or its Affiliates or their respective Representatives (including information disclosed in the course of negotiation of this Agreement or any other Transaction Document) regarding Seller or its Affiliates (other than the Acquired Companies), and not primarily related to the Business, except that “Seller Confidential Information” shall not include, except with respect to Personal Information, information that (i) is or becomes generally available to the public (other than as a result of its disclosure in violation of Section 5.3(b)), (ii) was already known to Buyer or its Affiliates (other than by previous disclosure by Seller or its Affiliates or their respective Representatives) as of the date hereof and not subject to any duty of confidentiality to Seller or its Affiliates or their Representatives, (iii) is independently developed by Buyer or its Affiliates without reference to any Seller Confidential Information, or (iv) is lawfully made available or known to Buyer or its Affiliates by a Person not subject to any duty of confidentiality to Seller or its Affiliates or their respective Representatives. “Seller Disclosure Schedule” means the Seller Disclosure Schedule delivered by Seller to Buyer concurrently with the execution of this Agreement.

 
- 11 - “Seller Material Adverse Effect” means with respect to Seller, each Acquired Company, or the Business, as the case may be, any fact, circumstance, condition, event, development, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (a) the business, properties, assets, liabilities, results of operations or financial condition of Seller, such Acquired Company, or the Business (taken as a whole), but excluding any such effect to the extent resulting from or arising out of: (i) changes in general political, economic or securities or financial market conditions (including general changes in interest rates or equity prices); (ii) any matter generally affecting the industries in which Seller, the Acquired Companies, or the Business operates; (iii) any change or proposed change in GAAP or applicable Law or interpretations thereof; (iv) natural catastrophe events, hostilities, acts of war or terrorism, or any escalation or worsening thereof; (v) any epidemics, pandemics, disease outbreaks, or other public health emergencies; (vi) the public announcement of the transactions contemplated hereby; or (vii) any failure by the Acquired Companies or the Business to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition) will not be excluded); provided further, that the fact, circumstance, condition, event, development, occurrence, change or effect referred to in the case of the preceding (i) through (v) does not disproportionately affect Seller, such Acquired Company or the Business relative to similarly situated companies or businesses in the industries in which Seller, such Acquired Company or the Business, as applicable, operates; or (b) the ability of Seller to timely consummate the transactions contemplated by this Agreement and the other Transaction Documents. “Separation” means the segregation, separation and de-coupling by Seller and its Affiliates of (i) the Books and Records to the extent not readily able to be transferred at Closing, (ii) any systems or assets used by the Acquired Companies that will not be retained by Seller and its Affiliates in accordance with the terms hereof, and (iii) all other Transferred Assets, each in a commercially reasonable format that is non-proprietary to Seller and their Affiliates and readily available for the Buyer to use in connection with the Migration. “Shared Contracts” means (a) Contracts pursuant to which a third party provides material services or benefits to Seller or one or more of its Affiliates in respect of the Business and any other business of Seller or its Affiliates and (b) Contracts pursuant to which Seller or one or more of its Affiliates provide services or benefits to a third party in respect of both the Business and any other business of Seller or its Affiliates. “Software” means all computer software, including but not limited to application software, system software, firmware, middleware, mobile digital applications, application programing interfaces (APIs) and other software interfaces, software development kits (SDKs), assemblers, applets, compilers and binary libraries including all source code and object code versions and materials pertaining thereto of any and all of the foregoing, in any and all forms and media, and all related documentation. “Specified Accounting Principles” means the principles, practices and methodologies set forth on Annex B. “Straddle Period” means a Taxable period that includes, but does not end on, the Closing Date.

 
- 12 - “Subsidiary” with respect to any Person, means any corporation, partnership, joint venture, limited liability company or other legal entity of which such Person owns, directly or indirectly, greater than 50% of the capital stock or other equity interests that are generally entitled to vote for the election of the board of directors or other governing body of such corporation, partnership, joint venture, limited liability company or other legal entity or to vote as a general partner thereof. “Tax” (and, with correlative meaning, “Taxes”) means any and all federal, state, foreign or local income, premium, retaliatory, excise, gross receipts, occupation, value added, alternative minimum, ad valorem, goods and services, capital stock, sales, use, employment, withholding, social security, unemployment, disability, franchise, profits, gains, property, transfer, payroll, stamp, estimated or other tax, fee, duty, levy, custom, tariff, impost, assessment or charge of the same or of a similar nature to any of the foregoing (whether payable directly or by withholding) imposed by any Tax Authority, together with any interest and any penalties thereon or additional amounts with respect thereto provided; that any guarantee fund assessment or escheatment obligation shall not be treated as a Tax. “Tax Authority” means any Governmental Authority having jurisdiction over the assessment, determination, collection or imposition of any Tax. “Tax Returns” means any return, report or similar statement required to be filed or provided with respect to any Tax (including any attached schedules), including any information return, claim for refund, amended return or declaration of estimated Tax. “Territory” means the United States of America. “Transaction Documents” means, collectively, this Agreement, the Transition Services Agreement, the Closing Bill of Sale, the Closing Assignment and Assumption Agreement and such other instruments and agreements required by this Agreement to be executed and delivered hereunder. “Transaction Expenses” means the sum, without duplication, of the following relating to the Acquired Companies: (i) all fees and expenses incurred or payable by or on behalf of the Acquired Companies which are incurred by or on behalf of the Acquired Companies prior to, and remain unpaid at, the Closing in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, including all legal, accounting, financial advisory, regulatory or consent fees, consulting, finders and all other fees and expenses (in each case whether or not billed or invoiced prior to the Closing), (ii) any unpaid bonus, retention, change-in-control, transaction or similar payment obligations, or any severance payments, payable by the Acquired Companies to any Person resulting from, or in connection with, the transactions contemplated hereby (but excluding any “double-trigger” severance or similar payments caused by actions taken by Buyer or any Acquired Company at or after the Closing), and the employer portion of the amount of any employment, payroll or similar taxes of the Acquired Companies attributable to the foregoing payments in this clause (ii), (iii) fifty percent (50%) of all unpaid Transfer Taxes, and (iv) fifty percent (50%) of the cost of purchasing the tail policy referred to in Section 5.12. Notwithstanding anything contained herein to the contrary, none of the foregoing amounts shall be (A) counted twice in the determination of the amount of Excluded Liabilities or Indebtedness, or (B) deemed to be Transaction Expenses to the extent (1)

 
- 13 - paid on or prior to the Closing Date or (2) accrued in the Estimated Closing Statement or the Closing Statement. “Transfer Taxes” means all sales, use, transfer, valued added, goods and services, gross receipts, excise, conveyance, documentary, stamp duty, recording, harmonized sales, sales and use, value added, registration and other similar Taxes, charges and fees (including any penalties, interest and additions to Tax) incurred in connection with transactions contemplated by this Agreement and the other Transaction Documents, whether payable by Seller, the Acquired Companies or Buyer. “Transferred Assets” means (i) the assets, properties and rights of the Seller and its Affiliates that are identified on Section 1.1(d) of the Seller Disclosure Schedule and (ii) all Books and Records (other than Books and Records owned by an Acquired Company as of the Closing). “Transferred Liabilities” means all Liabilities of Seller and its Affiliates to the extent related to the Transferred Assets following the Closing Date. For the avoidance of doubt, Transferred Liabilities shall not include any Excluded Liabilities. “Transition Services Agreement” means that certain Transition Services Agreement to be entered by and between Seller and ESI on the Closing Date, in substantially the form attached hereto as Exhibit C. “Treasury Regulations” means all proposed, temporary and final regulations promulgated under the Code, as such regulations may be amended from time to time. 1.2 Table of Defined Terms. Terms that are not defined in Section 1.1 have the meanings set forth in the following Sections: Acquired Companies ..................................................................................... Recitals Agreement .................................................................................................... Preamble Alternative Transaction ................................................................................. 5.15(b) Buyer ............................................................................................................ Preamble Buyer Indemnified Persons ........................................................................... 9.2(a) Buyer Tax Act ............................................................................................... 8.1(a) Closing Statement ......................................................................................... 2.5(b) Closing Payment ........................................................................................... 2.4(c) COBRA ......................................................................................................... 5.13(h) Company Intellectual Property Rights .......................................................... 3.17(a) Company Real Property Leases .................................................................... 3.15(a) Competing Business ...................................................................................... 5.11(a) Condition Satisfaction ................................................................................... 2.2 Deductible ..................................................................................................... 9.3(a) Dispute Notice ............................................................................................... 2.5(d)(ii) EAP .............................................................................................................. Recitals EAP Membership Interests ........................................................................... Recitals Effective Time ............................................................................................... 2.2 Employee Census .......................................................................................... 3.14(a)

 
- 14 - Enforceability Exceptions ............................................................................. 3.4 ESI ................................................................................................................ Recitals Estimated Closing Payment .......................................................................... 2.4(a) Estimated Closing Statement ........................................................................ 2.4(a) Final Closing Payment .................................................................................. 2.5(d)(ii) ESI Membership Interests ............................................................................ Recitals Final Closing Payment .................................................................................. 2.5(b) Financial Statements ..................................................................................... 3.8() Fundamental Representations ....................................................................... 9.1 Inactive Employees ....................................................................................... 5.13(a)(ii) Indemnifiable Losses .................................................................................... 9.4(c) Indemnitee ..................................................................................................... 9.4(a) Indemnitor ..................................................................................................... 9.4(b) Independent Accounting Firm....................................................................... 2.5(d)(iv) Intercompany Agreements ............................................................................ 3.2(a) Leased Real Property .................................................................................... 3.15(a) Material Contracts ......................................................................................... 3.6(a)(xv) MMO Plan ..................................................................................................... 5.13(a)(v) Most Recent Financial Statements ................................................................ 3.8(a) Reference Statement ....................................................................................... 3.8(f) Seller ............................................................................................................ Preamble New York Court ........................................................................................... 10.12 Non-Transferred Employees ......................................................................... 5.13(a)(i) Offered Employee ......................................................................................... 5.13(a)(i) Purchase Price ............................................................................................... 2.1(a) Reference Statement...................................................................................... 3.8(f) Retention Bonus Agreement ......................................................................... 5.13(d) Review Period ............................................................................................... 2.5(d) Scheduled Company Intellectual Property .................................................... 3.(a) Seller Indemnified Persons ........................................................................... 9.2(b) Seller ............................................................................................................ Preamble Seller Returns ................................................................................................ 8.2(a)(i) Survival Period .............................................................................................. 9.1 Third-Party Consents .................................................................................... 5.4(a) Third Party Claim .......................................................................................... 9.4(e) Transferred Employees ................................................................................. 5.13(a)(i) Transferred Employee Personnel File ........................................................... 5.13(d) WARN, WARN Acts .................................................................................... 3.14(d) ARTICLE II PURCHASE AND SALE 2.1 Purchase and Sale ESI Membership Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing: (a) Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of the ESI Membership Interests, free and clear of any Liens (other than Liens imposed under applicable

 
- 15 - securities Laws), for a purchase price (the “Purchase Price”) in cash equal to the Base Price, as adjusted pursuant to Section 2.4 and Section 2.5; (b) (i) Seller shall, and shall cause its Affiliates (other than the Acquired Companies) to, sell, convey, assign, transfer and deliver to Buyer or one or more of Buyer’s Affiliates designated by Buyer, free and clear of all Liens other than Permitted Liens, and Buyer shall or shall cause one or more of its Affiliates to purchase, acquire and accept from Seller and its Affiliates, all of Seller’s and each such Affiliate’s right, title and interest in and to the Transferred Assets pursuant to the Closing Bill of Sale; and (ii) Seller shall, and shall cause its Affiliates (other than the Acquired Companies) to, assign to Buyer or one or more of Buyer’s Affiliates designated by Buyer, and Buyer will or will cause one or more of its Affiliates to assume, the Transferred Liabilities; (c) The parties shall enter into the Transition Services Agreement; and (d) The parties shall, and shall cause their applicable Affiliates to, consummate the other transactions contemplated by this Agreement and the other Transaction Documents at the Closing in accordance with this Agreement. 2.2 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place by electronic exchange of documents on (i) the first Business Day of the calendar month immediately following the calendar month in which all of the conditions set forth in Article VI have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) in accordance with this Agreement (the “Condition Satisfaction”), or (ii) if the Condition Satisfaction occurs less than three (3) Business Days prior to the last Business Day of a calendar month, then the Closing shall occur on the first Business Day of the second month following the month in which the Condition Satisfaction occurs, provided that, in any case, the Closing shall not occur before October 1, 2026, or at such other time as the parties hereto may mutually agree. For accounting and computational purposes, the Closing will be deemed effective as of 12:00:01 a.m., Eastern Time, on the first day of the calendar month in which the Closing Date occurs (the “Effective Time”). 2.3 Closing Deliveries. (a) At or prior to the Closing, Seller shall deliver or cause to be delivered to Buyer: (i) an assignment of the ESI Membership Interests in a form reasonably satisfactory to Buyer, duly executed by Seller; (ii) counterparts of each Transaction Document other than this Agreement to which Seller is a party, duly executed by Seller; (iii) a validly executed “certificate of non-foreign status”, in a form reasonably acceptable to Buyer, that complies with the requirements of the Treasury Regulations under Section 1445(b)(2) of the Code;

 
- 16 - (iv) a certificate executed by an authorized officer of Seller, dated as of the Closing Date, certifying as to Seller’s satisfaction of the conditions set forth in Section 6.2(a) and Section 6.2(b); (v) a certificate of an officer of Seller in the form reasonably acceptable to the Buyer executed by an authorized officer of Seller, dated no more than five (5) Business Days prior to the Closing Date, setting forth the true, accurate and complete information required to be listed on Section 3.14(a) of the Seller Disclosure Schedule, but updated as of the date of such certificate; (vi) a certificate of good standing or equivalent certificate from the applicable jurisdiction of incorporation or formation of each Acquired Company; and (vii) resignations of those managers and officers of the Acquired Companies designated by Buyer prior to Closing, effective as of the Effective Time. (b) At or prior to the Closing, Buyer shall make the payments contemplated by Section 2.4 and also deliver or cause to be delivered to Seller: (i) counterparts of each Transaction Document other than this Agreement to which Buyer is a party, duly executed by Buyer; (ii) a certificate duly executed by an authorized officer of Buyer, dated as of the Closing Date, certifying as to Buyer’s satisfaction of the conditions set forth in Section 6.3(a) and Section 6.3(b); and (iii) a certificate of good standing from the applicable jurisdiction of incorporation or formation of Buyer. 2.4 Payment at Closing. (a) No later than five (5) Business Days prior to the anticipated Closing Date, Seller shall cause to be prepared and delivered to Buyer a consolidated balance sheet and statement (the “Estimated Closing Statement”) consisting of (i) an estimated consolidated balance sheet of the Acquired Companies as of the Effective Time, prepared in accordance with the Specified Accounting Principles, (ii) a good faith estimated calculation (in reasonable detail) of (A) the amount of the Net Working Capital as of the Effective Time (the “Estimated Net Working Capital”) and the resulting Net Working Capital Surplus or Net Working Capital Deficit, (B) the Closing Indebtedness outstanding as of immediately prior to the Closing (the “Estimated Closing Indebtedness”), (C) the unpaid portion of the Transaction Expenses as of the Closing (the “Estimated Transaction Expenses”), (D) the amount of Cash as of the Effective Time (the “Estimated Closing Cash”), and (E) the amount of the resulting estimated Closing Payment (the “Estimated Closing Payment”), which Estimated Closing Statement shall be (1) prepared consistent with the Specified Accounting Principles and the same calculation attached thereto for illustrative purposes only, (2) with respect to the estimated consolidated balance sheet, prepared in accordance with the methodologies used in preparing, and in the same format as, and consistent with the methodologies used in the preparation of the Reference Statement, (3) accompanied by reasonable supporting detail of the amounts and calculations set forth therein, and (4) accompanied

 
- 17 - by a written certificate of an authorized officer of Seller certifying that the Estimated Closing Statement (x) was prepared in good faith, and (y) is derived from the Books and Records. Between the delivery of the Estimated Closing Statement and the Closing, Buyer shall have a reasonable opportunity to review and discuss the Estimated Closing Statement with Seller, and Seller shall review and consider in good faith any revisions of the Estimated Closing Statement proposed by the Buyer, provided, that Buyer’s review shall not delay, condition or otherwise affect the Closing and the Estimated Closing Statement as determined by Seller in its sole discretion shall be used for purposes of determining the Estimated Closing Payment. (b) In addition to the deliveries contemplated by Section 2.3, at the Closing, Buyer shall pay: (i) to Seller, by wire transfer of immediately available funds to an account designated in writing by Seller, an amount equal to (A) the Base Price, plus (B) the Estimated Closing Cash, plus (C) any Net Working Capital Surplus, minus (D) any Net Working Capital Deficit, minus (E) the Estimated Closing Indebtedness, minus (F) the Estimated Transaction Expenses (collectively, the “Closing Payment”); (ii) the Estimated Transaction Expenses to the applicable recipients thereof as set forth in the Estimated Closing Statement by wire transfer of immediately available funds to the accounts designated in the Estimated Closing Statement. 2.5 Post-Closing Payment. (a) In the event that the Final Closing Payment as finally determined pursuant to subsections (b) through (c) of this Section 2.5 is greater than the Estimated Closing Payment, Buyer shall pay Seller an amount in cash equal to the difference between the Final Closing Payment and the Estimated Closing Payment within five (5) Business Days after the final determination thereof. In the event that the Final Closing Payment as finally determined pursuant to subsections (b) through (d) of this Section 2.5 is less than the Estimated Closing Payment, Seller shall pay Buyer an amount in cash equal to the difference equal to the difference between the Final Closing Payment and the Estimated Closing Payment within five (5) Business Days after the final determination thereof. Any payments required to be made by either party pursuant to this Section 2.5(a) shall be made by wire transfer of immediately available funds in accordance with the written instructions to be provided by the applicable recipient. (b) No later than ninety (90) days after the Closing Date, Buyer shall deliver to the Seller a consolidated balance sheet and statement (the “Closing Statement”) consisting of (i) a consolidated balance sheet of the Acquired Companies as of the Effective Time, prepared in accordance with the Specified Accounting Principles, and without taking into account the transactions contemplated by this Agreement, (ii) a calculation (in reasonable detail) of the amount of the Net Working Capital as of the Effective Time, Cash as of the Effective Time, Closing Indebtedness as of the Closing Date and Transaction Expenses as of the Closing Date, and (iii) the items of adjustment to the Base Price to arrive at the Final Closing Payment based on the Closing Statement. The Closing Statement shall be (1) prepared in the same format as and consistent with the Specified Accounting Principles and the same calculation attached thereto for illustrative purposes only, (2) with respect to the consolidated balance sheet, prepared in accordance with the

 
- 18 - methodologies used in preparing, and in the same format as, and consistent with the methodologies used in the preparation of the Reference Statement, (3) accompanied by reasonable supporting detail of the amounts and calculations set forth therein, and (4) accompanied by a written certificate of an authorized officer of Buyer certifying that the Closing Statement (x) was prepared in good faith, and (y) is derived from the Books and Records. (c) In furtherance of such preparation of the Closing Statement, the Seller (i) will make reasonably available the employees of Seller and its Affiliates to Buyer and Buyer’s Representatives to the extent reasonably necessary for Buyer’s preparation of the Closing Statement, and (ii) shall provide access to all documentation, records and other information of Seller and its Affiliates as Buyer or any of its Representatives may reasonably request to the extent reasonably necessary for Buyer’s preparation of the Closing Statement; provided, that such access does not unreasonably interfere with the conduct of the business of Seller and its Affiliates. (d) (i) Seller shall have forty-five (45) days from the date on which the applicable Closing Statement is delivered to it to review the calculations set forth therein (the “Review Period”). In furtherance of such review, Buyer shall (A) make reasonably available the employees of Buyer and its Affiliates to Seller and Seller’s Representatives to the extent necessary for Seller’s review of the Closing Statement, and (B) shall provide access to all documentation, records and other information of the Buyer and its Affiliates as Seller or any of its Representatives may reasonably request to the extent reasonably necessary for Seller’s review of the Closing Statement; provided, that such access does not unreasonably interfere with the conduct of the business of Buyer or its Affiliates. (ii) If Seller believes that the Closing Statement (including any amount or computation set forth therein) contains errors, deviates from the Reference Statement or was not prepared in accordance with the applicable Specified Accounting Principles, Seller may, on or prior to the last day of the Review Period, deliver a notice to Buyer setting forth, in reasonable detail, each such disputed item or amount and the basis for Seller’s disagreement therewith (the “Dispute Notice”). The Dispute Notice shall set forth, with respect to each disputed item, Seller’s position as to the correct amount or computation that should have been included in the Closing Statement and as to Final Closing Payment. (iii) If Seller does not deliver a Dispute Notice to Buyer with respect to the Closing Statement prior to the expiration of the Review Period, the amount or computation set forth in the Closing Statement shall be deemed accepted by Seller. (iv) For a period of twenty (20) Business Days beginning on the date that Buyer receives a Dispute Notice, if any, Buyer and Seller shall endeavor in good faith to resolve by mutual agreement all matters identified in the Dispute Notice. In the event that the parties are unable to resolve by mutual agreement any matter in the Dispute Notice within such twenty (20) Business Day period, Buyer or Seller may engage Ernst & Young LLP, or if Ernst & Young LLP is unwilling or unable to serve, another independent accounting firm of national reputation, as mutually agreed by the parties hereto (the “Independent Accounting Firm”), to make a determination with respect to the matters identified in the Dispute Notice that are still in dispute.

 
- 19 - (v) Buyer and Seller will direct the Independent Accounting Firm to render a determination within sixty (60) days after its retention, and Buyer, Seller and their respective employees and agents will cooperate with the Independent Accounting Firm during its engagement. Buyer, on the one hand, and Seller, on the other hand, shall promptly (and in any event within ten (10) Business Days) after the Independent Accounting Firm’s engagement, each submit to the Independent Accounting Firm their respective computations of the disputed items identified in the Dispute Notice and information, arguments and support for their respective positions, and shall concurrently deliver a copy of such materials to the other party. Each party shall then be given an opportunity to supplement the information, arguments and support included in its initial submission with one additional submission, delivered concurrently to the Independent Accounting Firm and the other party, to respond to any arguments or positions taken by the other party in such other party’s initial submission, which supplemental information shall be submitted to the Independent Accounting Firm (with a copy thereof to the other party) within five (5) Business Days after the first date on which both parties have submitted their respective initial submissions to the Independent Accounting Firm. The Independent Accounting Firm shall thereafter be permitted to request additional or clarifying information from the parties, and each of the parties shall cooperate and shall cause their Representatives to cooperate with such requests of the Independent Accounting Firm, provided that both parties are copied on all written communications and allowed to participate in all discussion with the Independent Accounting Firm. The Independent Accounting Firm shall determine, based solely on the materials so presented by the parties and upon information received in response to such requests for additional or clarifying information and not by independent review, only those issues in dispute specifically set forth in the Dispute Notice and shall render a written report to Buyer and Seller (the “Adjustment Report”) in which the Independent Accounting Firm shall, after considering all matters set forth in the Dispute Notice, determine what adjustments, if any, should be made to the amounts and computations set forth in the Closing Statement solely as to the disputed items and shall determine the appropriate Final Closing Payment on that basis. (vi) The Adjustment Report shall set forth, in reasonable detail, the Independent Accounting Firm’s determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the applicable Closing Statement, together with supporting calculations. In resolving any disputed item, the Independent Accounting Firm (A) shall be bound to the principles of this Section 2.5 and the terms of this Agreement, (B) shall limit its review to matters specifically set forth in the Dispute Notice, (C) shall not assign a value to any item higher than the highest value for such item claimed by either party or less than the lowest value for such item claimed by either party, and (D) shall act as experts and not arbitrators. (vii) All fees and expenses relating to the work of the Independent Accounting Firm shall be shared equally by Buyer, on the one hand, and Seller, on the other hand. Buyer and Seller shall each be responsible for paying the fees and expenses of their own respective attorneys, accountants and other representatives in connection with any dispute. The resolution of the disputes by the Independent Accounting Firm and the Adjustment Report, or any written agreement of Buyer and Seller as to the resolution of the disputes, will be final, conclusive, and binding on the parties hereto.

 
- 20 - (viii) Any adjustments pursuant to this Section 2.5 shall be reflected in the Purchase Price for all Tax purposes. ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER Except as set forth in the Seller Disclosure Schedule, Seller hereby represents and warrants to Buyer, as of the date hereof and as of the Closing Date, as follows: 3.1 Organization and Qualification. (a) Seller is a not-for-profit corporation duly organized or incorporated, validly existing and in good standing under the Laws of the State of Ohio. ESI is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of New York. EAP is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Connecticut. Seller and each of the Acquired Companies (i) has all the requisite corporate or limited liability company power and authority to own, lease and operate its respective properties and to carry on its respective business as it is now being conducted, except where any failure to have such power or authority would not reasonably be expected, individually or in the aggregate, to have a Seller Material Adverse Effect, and (ii) is duly qualified to do business and is in good standing in each of the jurisdictions in which the ownership, operation or leasing of its respective properties and assets and the conduct of its respective business requires it to be so qualified, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Seller Material Adverse Effect. 3.2 Organizational Documents. Seller has made available to Buyer true, complete and correct copies of the Organizational Documents of each Acquired Company, each as amended through the date hereof. No Acquired Company is in violation of its Organizational Documents. The Organizational Documents of the Acquired Companies that have been so delivered are in full force and effect. 3.3 Capitalization. (a) Seller owns beneficially and of record, and has good and valid title to, one hundred percent (100%) of the issued and outstanding membership interests of ESI, which constitute all of the ESI Membership Interest. The ESI Membership Interests are owned by Seller free and clear of all Liens (other than restrictions on transfer under applicable securities Laws). ESI owns beneficially and of record, and has good and valid title to, one hundred percent (100%) of the issued and outstanding membership interests of EAP, which constitute all of the EAP Membership Interest. The EAP Membership Interests are owned by ESI free and clear of all Liens (other than restrictions on transfer under applicable securities Laws). No other equity interests or other voting securities of an Acquired Company are issued, reserved for issuance or outstanding. The ESI Membership Interests and the EAP Membership Interests have been duly authorized and validly issued and are fully paid and non-assessable. Upon consummation of the transactions contemplated hereby, at the Closing Seller will convey to Buyer all of the ESI Membership Interests free and clear of all Liens (other than restrictions on transfer under applicable securities Laws). Except for

 
- 21 - EAP, ESI does not own, and since January 1, 2023, has not owned, any equity securities in any Person. (b) The ESI Membership Interests and the EAP Membership Interests were issued in compliance with applicable Law. The ESI Membership Interests and the EAP Membership Interests were not issued in violation of the Organizational Documents of ESI or EAP, as applicable, or any other agreement, arrangement or commitment to which Seller, ESI, or EAP is a party and are not subject to or in violation of any purchase option, call option, right of first refusal, first offer, co-sale or participation, preemptive right, subscription right or any similar right of any person. (c) There are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities or contracts or obligations of any kind (contingent or otherwise) to which an Acquired Company is a party or by which it is bound obligating it to issue, deliver or sell additional shares of equity interests or other voting securities or obligating it to issue, grant, extend or enter into any such security, option, warrant, call, right, contract or obligation. Except as set forth in the Organizational Documents for an Acquired Company, as applicable, there are no (i) outstanding obligations of such Acquired Company to repurchase, redeem or otherwise acquire, directly or indirectly, its equity interests (or options or warrants to acquire any such equity interests), or (ii) outstanding or authorized securities, options, warrants, call rights or other similar rights obligating such Acquired Company to issue, transfer or sell or cause to be issued, transferred or sold any of its equity interests. There are no contracts or other agreements to which an Acquired Company or any of its Affiliates is a party relating to the voting, issuance, purchase, redemption, registration, repurchase, sale or transfer of any equity interests in the Acquired Company. There are no preemptive rights, rights of first refusal (other than as set forth in the Organizational Documents of the applicable Acquired Company) or other similar rights with respect to the ESI Membership Interests or the EAP Membership Interests or other interests in the Acquired Companies. Except for the EAP Membership Interests, no Acquired Company owns any shares of capital stock of or other voting or equity interests (including any securities exercisable or exchangeable for or convertible into shares of capital stock of or other voting or equity interests in) in any other Person. 3.4 Authority; Enforceability. Seller and the Acquired Companies have the requisite power and authority to (i) with respect to Seller, execute and deliver this Agreement, and with respect to Seller and the Acquired Companies, each other Transaction Document to which it is a party and each instrument required to be executed and delivered by it prior to or at the Closing, and (ii) perform its respective obligations hereunder and thereunder, as applicable, and (iii) consummate the transactions contemplated hereby and thereby, as applicable. The execution and delivery by Seller of this Agreement, and the execution and delivery by Seller and the Acquired Companies, as applicable, of each other Transaction Document to which it is a party and each instrument required to be executed and delivered by it prior to or at the Closing, the performance of its respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been, or (with respect to Transaction Documents and instruments that will be executed and delivered after the date of this Agreement) will be, duly and validly authorized by all necessary action on the part of Seller or an Acquired Company, as applicable, no later than the Closing Date, and no other action on the part of Seller or an Acquired Company is necessary to authorize this Agreement, any Transaction Document to which it is a

 
- 22 - party, any instrument required to be executed and delivered by it prior to or at the Closing or the consummation of transactions contemplated hereby or thereby. Each of the Transaction Documents to which Seller or an Acquired Company is or will be a party have been or, with respect to the Transaction Documents to be executed and delivered at Closing, will be, duly and validly executed and delivered by Seller or such Acquired Company, as applicable, and, assuming the due authorization, execution and delivery hereof by the other parties hereto or thereto, constitute legal, valid and binding obligations of Seller or an Acquired Company, as applicable, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Law relating to or affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Court before which any Proceeding therefor may be brought (the “Enforceability Exceptions”). 3.5 No Conflict; Required Filings and Consents. (a) Except as set forth on Section 3.5(a) of the Seller Disclosure Schedules, the execution and delivery by Seller of this Agreement, and by Seller and each Acquired Company, as applicable, of the other Transaction Documents to which such Person is or will be a party or any instrument required by this Agreement to be executed and delivered by it on or prior to the Closing Date do not, and the performance of this Agreement, the other Transaction Documents to which such Person is or will be a party and any instrument required by this Agreement or thereunder to be executed and delivered by it on or prior to the Closing Date do not and will not, (i) conflict with, require a vote, consent or notice under or violate the Organizational Documents of Seller or the Acquired Companies, (ii) with or without notice or the passage of time or both, conflict with, require a consent or notice under or violate in any material respect any Law, material Permit or Order applicable to Seller or an Acquired Company, or by which any of their properties, rights or assets are bound or affected, or (iii) with or without notice or the passage of time or both, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise would constitute a default) under or entitle any Person thereunder to terminate, accelerate or cause a breach or material default of, or result in the creation of any Lien upon any of the properties or assets of an Acquired Company under, or create any right of acceleration, termination, vesting, payment, exercise, suspension, revocation or cancellation of the loss of any right or benefit under any Contract, mortgage, lien, lease, agreement, indenture, trust, instrument, order, judgment or decree to which an Acquired Company is a party or which is binding upon an Acquired Company or upon any of the assets of an Acquired Company, except, in the case of clause (iii), as would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect or otherwise be or reasonably be expected to be material to the Business taken as a whole. (b) No Governmental Approval or Filing with any Governmental Authority is required to be obtained or made by Seller or any Acquired Company in connection with the consummation of the transactions contemplated by this Agreement, except for (i) the Filings and Governmental Approvals that are listed on Section 3.5(b) of the Seller Disclosure Schedule, and (ii) any other Governmental Approval or Filing (A) required solely by reason of the participation of Buyer (as opposed to any third party) in the transactions contemplated hereby, or (B) where the failure to obtain or make such Governmental Approval or make such Filing would not, individually or in the

 
- 23 - aggregate, be material to the Business or materially impair the ability of Seller or any Acquired Company, as the case may be, to execute or perform its obligations under this Agreement or the other Transaction Documents or to timely consummate the transactions contemplated hereby or thereby. 3.6 Material Contracts. (a) Section 3.6(a) of the Seller Disclosure Schedule sets forth a true and complete list of each Contract in force as of the date hereof (1) to which an Acquired Company is a party, (2) to which Seller or any of its Affiliates (other than an Acquired Company) is a party and to the extent primarily relating to the Business, or (3) by which any of the assets, properties or rights of the Business are bound (and any amendments, supplements and modifications thereto), in each case, that: (i) is for the employment of, or any offer of employment to, any Employee, which provides for annual payments (excluding any incentive payments or commissions) in excess of $100,000, excluding offer letters entered into in the ordinary course of business by Employees that are terminable at will; (ii) provides for the provision of goods and services to an Acquired Company involving expenditures or payables by an Acquired Company, or to Seller and its Affiliates involving expenditures or payables in respect of the Business, in each case in excess of $150,000 in the aggregate during the last twelve (12) months ended December 31, 2025; (iii) is with any Material Broker; (iv) is a customer account agreement under which an Acquired Company had revenues in excess of $150,000 in the aggregate during the last twelve (12) months ended December 31, 2025; (v) is a credit agreement, mortgage, loan agreement, indenture, letter of credit, swap agreement or any other agreement, in each case relating to Indebtedness or other borrowing of money or extension of credit to an Acquired Company and each agreement pursuant to which the Acquired Companies are guaranteeing, or providing security for, Indebtedness or mortgaging, pledging or otherwise placing a Lien (other than Permitted Liens) on the assets of the Acquired Companies; (vi) contains (A) a restriction on the solicitation by an Acquired Company of customers of the Business, (B) a restriction on the payment of dividends by an Acquired Company in respect of the equity interests of an Acquired Company (other than those imposed by applicable Laws), or (C) covenants limiting in any way the freedom of the Acquired Companies to compete in any line of business or in the marketing or selling of any products or services (other than those imposed by applicable Laws), which is not terminable on ninety (90) days’ notice or less without restriction, liability or penalty; (vii) (A) requires payments to or from an Acquired Company or the Seller or its Affiliates (other than any Acquired Company) to the extent relating to the Business in excess of $100,000 per annum representing an interest in or in respect of any material

 
- 24 - rights, assets or property, but excluding Contracts for commercial generally available Software for an annual fee of less than $100,000, or (B) relates to any Leased Real Property; (viii) restricts or grants rights to use Intellectual Property owned by third parties that is material to the Business, but in each case excluding (A) Contracts for commercial generally available Software for an annual fee of less than $100,000, or for cybersecurity or information technology security services, and (B) Contracts containing confidentiality provisions that would not otherwise by required to set forth pursuant to this Section 3.6(a)(viii) but for an express or implied right therein to use confidential or proprietary information; (ix) is a contract which provides for annual payments in excess of $100,000 pursuant to which any material function of the Business is outsourced or otherwise performed by an unaffiliated Person; (x) relates to the allocation or sharing of Taxes, costs or expenses other than any tax sharing agreements between an Acquired Company and the Seller or its Affiliates that will be terminated prior to the Closing; (xi) is a joint venture, investment, partnership, stockholder, limited liability or other similar Contract; (xii) (A) is with a Governmental Authority that is binding on an Acquired Company or (B) relates to any settlement during the last three (3) years of any Proceeding in excess of $300,000; (xiii) except for Contracts that are terminable within ninety (90) days or less, Contracts that require the consent of, or grant a termination right to, any party thereto in connection with the consummation of the transactions contemplated hereby; (xiv) relates to the acquisition or disposition of any material business of the Acquired Companies during the last three (3) years, or any other similar Contract that includes an ongoing material indemnification obligation or guarantee of the Acquired Companies (all such instruments described in this Section 3.6(a), collectively, the “Material Contracts”). (b) True and complete copies of all Material Contracts, including all amendments thereto, have been made available to Buyer. Each Material Contract is in full force and effect, is a valid and binding obligation of the Acquired Companies or the Seller or its Affiliates to the extent such Persons are parties thereto, as applicable, and to the Knowledge of Seller, of each other party thereto and is enforceable in accordance with its terms against the Acquired Companies or the Seller or its Affiliates to the extent such Persons are parties thereto, as applicable, and, to the Knowledge of Seller, against each other party to such Material Contract, subject in each case to the Enforceability Exceptions. None of the Acquired Companies or Seller or its Affiliates to the extent such Persons are parties thereto, as applicable, nor, to the Knowledge of Seller, any other party to any Material Contract, is in material default, breach or violation of any such Material Contract and no party has given written notice to an Acquired Company of any material default,

 
- 25 - breach or violation of such Material Contract. The Material Contracts do not contain any provision that would allow any party to a Material Contract to increase any amount payable thereunder as a result of the consummation of the transactions contemplated by this Agreement. No Acquired Company has received written or, to the Knowledge of Seller, oral notice, of cancellation of any Material Contract. 3.7 Compliance with Law; Permits. (a) Since January 1, 2023, each Acquired Company has conducted the Business in compliance in all material respects with applicable Law (including for the avoidance of doubt HIPAA) of any Governmental Authority applicable to the Business. Since January 1, 2023, no Acquired Company (i) has committed any breach or violation of applicable Law that has resulted in any material penalty, fine, assessment, damages, suspension or loss of any material Permit, or any other material adverse remedial action, (ii) has received written notice from any Governmental Authority or paid or incurred any penalty or fine imposed by a Governmental Authority, in each case, regarding any actual or alleged material violation of, or failure to materially comply with, any applicable Law, or (iii) has received written notice that it is under investigation, examination or audit by any Governmental Authority with respect to any violation or alleged or potential violation of any applicable Law. (b) Since January 1, 2023, the Acquired Companies have each filed all material reports, statements, documents, registrations, filings or submissions required to be filed by each Acquired Company, as applicable, with any Governmental Authority. All such registrations, filings and submissions were in compliance in all material respects with applicable Law when filed or as amended or supplemented, and no material deficiencies have been asserted by any Governmental Authority with respect to such registrations, filings or submissions that have not been satisfied. Seller has made available to Buyer true and complete copies of all such reports, statements, documents, registrations, filings or submissions filed with any Governmental Authority since January 1, 2023 with respect to the Acquired Companies, other than renewals of Permits and other registrations, filings and submissions made in the ordinary course of business. (c) The Acquired Companies hold all material Permits required under applicable Law necessary in connection with the conduct of the Business as currently conducted. All such Permits are valid and in full force and effect in accordance with their terms, and, since January 1, 2023, the Acquired Companies, as applicable, have been in compliance in all material respects with the terms and requirements of each such Permit. Since January 1, 2023, no Acquired Company has received any written or, to the Knowledge of Seller, oral notice from any Governmental Authority regarding any (i) actual, alleged, or potential material violation of, or material failure to comply with, the terms or requirements of any such Permit applicable to such Person, or (ii) actual or proposed revocation, suspension or termination of, or material modification to, any such Permit applicable to such Person. No Acquired Company is in material default under, and to the Knowledge of Seller, no condition exists that with notice or lapse of time or both would constitute material default under, any such Permit applicable to such Person, and assuming the Governmental Approvals set forth in Section 3.5(b) of the Sellers Disclosure Schedule and those approvals and Filings set forth in Section 4.3 of the Buyer Disclosure Schedule have been obtained or made (and any applicable waiting period has expired or been terminated),no such Permit will be terminated

 
- 26 - or impaired or become terminable, in whole or in part, as a result of the transactions contemplated hereby. (d) In the last three (3) years, (i) to the Knowledge of Seller, no allegations of harassment or other misconduct have been made against any Employee or former Employee in connection with such individual’s provision of services to any Acquired Company, and (ii) none of the Seller or its Affiliates (including the Acquired Companies) has entered into any settlement agreements related to allegations of harassment or other misconduct by any Employee or former Employee in connection with such individual’s provision of services to any Acquired Company. 3.8 Financial Statements. (a) Seller has made available to Buyer true, correct and complete copies of (i) the unaudited annual financial statements of the Acquired Companies as of and for the years ended December 31, 2024 and 2025, (ii) the unaudited financial statements of the Acquired Companies as of and for the three (3) month period ended March 31, 2026 (the financial statements as of and for the period ending on March 31, 2026, the “Most Recent Financial Statements” and, collectively with the statements set forth in clause (i), the “Financial Statements”). The Financial Statements were, and the financial statements to be delivered by the Seller pursuant to Section 5.6, when so delivered, will be, prepared in accordance with GAAP, consistently applied throughout all such periods and fairly present in all material respects the financial position of the Acquired Companies at the respective dates. (b) Section 3.8(a) of the Seller Disclosure Schedule sets forth a true and complete list of all outstanding Indebtedness. None of the Acquired Companies is in default, nor is any waiver of default presently in effect, in the payment of any principal or interest of any such Indebtedness. (c) The Books and Records (i) are true, complete and correct in all material respects, (ii) have been maintained in all material respects in accordance with industry customary business practices and applicable Law, (iii) accurately present and reflect in all material respects the Business and the transactions and actions related thereto, and (iv) have been prepared using processes and procedures for which there are no material weaknesses or significant deficiencies in internal controls that adversely affect the ability of the Acquired Companies and, with respect to the Business, the Seller or its Affiliates (other than the Acquired Companies), to accurately present and reflect in all material respects the Business. (d) The Acquired Companies and, solely with respect to the Business, each of the Seller and its Affiliates (other than the Acquired Companies), maintain systems of internal accounting controls that are sufficient to provide reasonable assurances (i) regarding the reliability of financial reporting of the Acquired Companies and the preparation of financial statements for external purposes in accordance with GAAP, (ii) that transactions are executed in accordance with management’s general or specific authorization, (iii) that transactions are recorded as necessary to permit preparation of its financial statements in conformity in all material respects with GAAP and to maintain accountability for its assets, (iv) that access to its assets is permitted only in accordance with management’s general or specific authorization and (v) that recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. To the Knowledge of Seller, there are

 
- 27 - no material weaknesses in the internal control of the Acquired Companies, and, solely with respect to the Business, Seller or its Affiliates (other than the Acquired Companies). (e) Annex C sets forth a pro forma consolidated balance sheet for the Acquired Companies as of March 31, 2026 (the “Reference Statement”) which (i) was derived from, prepared using and in all material respects consistent with, the Books and Records, (ii) takes into account certain adjustments in accordance with the Specified Accounting Principles, and (iii) was prepared in accordance with GAAP, applied on a consistent basis with the periods presented in the Financial Statements (except to the extent of any adjustments to GAAP expressly embedded in the Specified Accounting Principles), and, subject to such adjustments, fairly presents, in all material respects, the financial position of the Acquired Companies as of March 31, 2026. 3.9 Material Brokers. (a) Section 3.9(a) of the Seller Disclosure Schedule sets forth a true and correct list of each Material Broker and total dollar revenue generated from products and services placed by such Material Broker for and on behalf of the Acquired Companies for the twelve (12) months ended December 31, 2025. No Material Broker has notified the Acquired Companies or Seller in writing or, to the Knowledge of Seller, orally, that it intends to stop, or materially decrease the rate of, marketing products or services on behalf of the Acquired Companies. There is no dispute concerning material amounts of unpaid commission or compensation or other material dispute between any Acquired Company, on one hand, and any Material Broker, on the other hand, pending or, to the Knowledge of Seller, threatened, against any Acquired Company by such Material Broker. (b) To the extent required by applicable Law, since June 1, 2023, each Material Broker was duly appointed by the applicable Acquired Company to act on behalf of such Acquired Company at the time and in the particular jurisdiction in which such Material Broker placed, marketed, sold, or solicited any products or services on its behalf. (c) Except as set forth in Section 3.9(c) of the Seller Disclosure Schedule, Seller has made available to Buyer (i) the standard form of agreements used in connection with the Business for Brokers since June 1, 2023, and (ii) true, accurate and complete copies of any agreements in force on the date hereof between an Acquired Company and any Broker that is substantially different from such standard form of agreements. Since January 1, 2023, no Broker has materially breached the terms of any agreement with or for the benefit of any Acquired Company. 3.10 No Undisclosed Liabilities. Except for the liabilities: (i) set forth on, reflected in or reserved against on the Most Recent Financial Statements or disclosed in the notes thereto, (ii) set forth in Section 3.10 of the Seller Disclosure Schedule, (iii) incurred in the ordinary course of business consistent with past practice since January 1, 2026 and which does not exceed $50,000, or (iv) incurred in connection with the transactions contemplated by the Transaction Documents (including the Pre-Closing Transactions), no Acquired Company is subject to any liability, whether absolute, accrued, contingent or otherwise and whether due or to become due. 3.11 Absence of Certain Changes or Events. Except (i) as set forth in Section 3.11 of the Seller Disclosure Schedule, and (ii) for the execution and performance of this Agreement or

 
- 28 - the other Transaction Documents and the discussions, negotiations and transactions related thereto, since the Most Recent Financial Statements: (a) the Acquired Companies have conducted their respective businesses and, solely with respect to the Business, Seller has conducted the Business, in each case, in the ordinary course of business consistent with past practice; and (b) there has not been any fact, circumstance, condition, event, or change that constitutes, or would reasonably be expected to constitute, individually or in the aggregate, a Seller Material Adverse Effect. Since the date of the Most Recent Financial Statements, neither the Acquired Companies nor Seller (solely with respect to the Business) has, except as set forth in Section 3.11 of the Seller Disclosure Schedule, taken any action or failed to take any action, which if taken or not taken after the date hereof and prior to the Closing would have resulted in a breach of Section 5.1 had such section been in effect on the date hereof. 3.12 Absence of Litigation, Claims and Orders. Except as set forth in Section 3.12 of the Seller Disclosure Schedule, there are no Proceedings pending or, to the Knowledge of Seller, threatened in writing against the Acquired Companies or, solely with respect to the Business, the Seller or its Affiliates (other than the Acquired Companies), in each case except as would not reasonably be expected to result in losses in excess of $500,000 or as would not otherwise reasonably be expected to be, individually or in the aggregate, material to the businesses of the Acquired Companies or the Business or to materially impair the ability of Seller to execute or perform its material obligations under this Agreement or any other Transaction Documents. Except as set forth in Section 3.12 of the Seller Disclosure Schedule, (a) there are no Orders outstanding to which the Acquired Companies or, solely with respect to the Business, the Seller or its Affiliates (other than the Acquired Companies) or any of their respective properties, rights or assets is subject, and (b) no Order binding on the Seller or any of its Affiliates is in effect that prevents or enjoins the transactions contemplated by this Agreement or any other Transaction Documents or that could adversely affect Seller’s ability to consummate the transactions contemplated hereunder or thereunder. 3.13 Employee Benefit Plans. (a) Section 3.13(a) of the Seller Disclosure Schedule sets forth (i) a complete list of each Employee Plan, in each case, as of the date hereof, to the extent for the benefit of an Employee (or his or her dependents and beneficiaries), and (ii) identifies the sponsor of each such Employee Plan. Since January 1, 2023, no Acquired Company has sponsored or maintained any Employee Plan. (b) Each Employee Plan has been established, operated and administered in material compliance with its terms, ERISA, the Code and other applicable Law, and the Seller and its ERISA Affiliates, solely with respect to the Business, have satisfied in all material respects all of their obligations for Employees and their dependents and beneficiaries with respect to each Employee Plan in accordance with its terms, ERISA, the Code and other applicable Law. With respect to covered Employees, prior to the Closing Date, the Seller or its Affiliates shall have made all contributions required to be made to or with respect to Employee Plan as of the Closing Date and paid or accrued all liabilities on account of any Employee Plan in existence on or before the Closing Date. With respect to covered Employees, all contributions that are due have been made within the time periods, if any, prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made to each such plan

 
- 29 - or accrued in accordance with past custom and practice of the Seller or its Affiliates and any applicable accounting requirements. Each Employee Plan that is intended to be Tax-qualified under Section 401(a) of the Code has received a favorable opinion letter from the IRS or is entitled to rely on a favorable determination letter from the IRS, or has filed a timely application therefor and, to the Knowledge of the Seller, no event has occurred since the date of the most recent determination letter that would reasonably be likely adversely effect the qualification status of such Employee Plan. With respect to covered Employees, each Employee Plan that is a: (i) “nonqualified deferred compensation plan” (as defined under Section 409A of the Code) has been maintained and operated in compliance in all material respects with Section 409A of the Code, and (ii) group health plan has been amended and administered in accordance in all material respects with the requirements of the Patient Protection and Affordable Care Act of 2010 and the Healthcare Insurance Portability and Accountability Act and the regulations (including the proposed regulations) thereunder. (c) The Acquired Companies, and, solely with respect to the Employees, Seller and its ERISA Affiliates, have complied in all material respects with all applicable disclosure, reporting and other requirements under applicable Law applicable to any Employee Plan. None of the Seller or its Affiliates nor, to the Knowledge of Seller, any other “disqualified person” or “party in interest” (as defined in Section 4975 of the Code and Section 3(14) of ERISA, respectively) with respect to an Employee Plan has engaged in a prohibited transaction that would subject Seller or its ERISA Affiliates (including the Acquired Companies) to a Tax or penalty imposed under Section 4975 of the Code or Sections 409, 502(i), (j) or (l) of ERISA. None of Seller or its ERISA Affiliates (including the Acquired Companies), has maintained, contributed to (or been required to contribute to) or otherwise incurred any liability with respect to any Employee Plan under (i) Title IV of ERISA, (ii) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (iii) a “multiple employer plan” (within the meaning of Section 413 of the Code), (iv) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), (v) a “voluntary employee beneficiary association” within the meaning of Section 501(c)(9) of the Code, (vi) a “welfare benefit fund” within the meaning of Section 419 of the Code, or (vii) a “qualified asset account” within the meaning of Section 419A of the Code. None of the Seller or its ERISA Affiliates (including the Acquired Companies) has or will, as a result of the execution of this Agreement or the consummation of the transactions contemplated under this Agreement or the other Transaction Documents, have any liability with respect to any Employee Plan. None of Seller or its ERISA Affiliates (including the Acquired Companies) has made or committed to make any material increase in contributions or benefits under any Employee Plan that would become effective either on or after the date of this Agreement. Seller or its ERISA Affiliates (including the Acquired Companies) may terminate or amend any Employee Plan, at any time in their sole discretion, without incurring any liability other than with respect to benefits that have already accrued under a retirement plan. (d) Except as set forth in Section 3.13(d) of the Seller Disclosure Schedule, none of Seller or its ERISA Affiliates (including the Acquired Companies) has any obligation to provide health benefits to any Employee following termination of employment, except continuation coverage to the extent required under Section 4980B of the Code (or equivalent state Law). (e) Seller has made available to Buyer true and complete copies of the following documents relating to such Employee Plans that cover the Employees: (i) the two (2) most recently

 
- 30 - filed Forms 5500 (with attachments) for each such Employee Plan for which a Form 5500 is required to be filed, (ii) for each such Employee Plan intended to be Tax-qualified, the most recent IRS determination, advisory or opinion letter with respect to such Employee Plan under Section 401(a) of the Code, and (iii) the current summary plan description and all summaries of material modifications thereto for each such Employee Plan for which a summary plan description or summary of material modifications is required (or other benefits summary, to the extent a summary plan description is not required). (f) The Acquired Companies are not required to make any contributions to an Employee Plan. (g) Other than routine claims for benefits in the ordinary course of business, no material Proceeding is pending or, to the Knowledge of Seller, threatened with respect to any such Employee Plan by any Employee. No Employee Plan is the subject of a voluntary correction, amnesty, or compliance filing with a Governmental Authority which relates to any Employee or could subject the Acquired Companies to any obligation or liability. (h) Except as set forth on Section 3.13(h) of the Seller Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (individually or together with the occurrence of any other event): (w) entitle any current or former Employee, officer, director, leased employee or Contractor of the Acquired Companies to severance, change-in-control or retention pay or any other payment, (x) accelerate the time of payment, vesting or funding, or increase the amount or value of any compensation due to such person, (y) materially increase the amount payable under or result in any other material obligation pursuant to any Employee Plan with respect to any such individual, or (z) require a “gross-up” or other payment to any “disqualified individual” within the meaning of Section 280G(c) of the Code. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby could result in the payment of any amount that could, individually or in the combination with any other such payment, constitute an “excess parachute payment” within the meaning of Section 280G(b) of the Code. 3.14 Labor Matters. (a) Section 3.14(a) of the Seller Disclosure Schedule contains a true, complete and correct list of each Employee as of the date hereof, and including each such Employee’s employer, name, hire date and job title, location, current annual salary or hourly rate of pay (whichever is applicable), along with such Employee’s 2025 bonus, target bonus for 2026, total commissions in 2025), eligibility to receive severance benefits, part-time, full-time or temporary status, accrued unused vacation benefits, leave of absence status (including FMLA and disability), exempt or non- exempt status under the Fair Labor Standards Act, immigration status, and service credited for purposes of vesting and eligibility to participate under the Employee Plans (the “Employee Census”). The Employee Census, as updated pursuant to Section 5.13(a), will be true, complete and correct as of the Closing Date. Each Employee is (i) a United States citizen or lawful permanent resident of the United States, or (ii) an alien authorized to work in the United States either specifically for Seller or its Affiliates or for any United States employer. The Seller has completed a Form I-9 (Employment Eligibility Verification) for each Employee in a timely manner and each such Form I-9 has since been updated as required by applicable Law and is correct and

 
- 31 - complete in all material respects. Section 3.14(a) of the Seller Disclosure Schedule identifies each Employee authorized to work under a visa or other temporary work authorization, the nature of the visa or work authorization, and the expiration date of any such visa or work authorization. No Employee has a principal place of employment outside the United States or is subject to the labor and employment laws of any country other than the United States. No Employee is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non- competition agreement, that in any way adversely affects or restricts the performance of such Employee’s duties. To the Knowledge of Seller, and except as set forth on Section 3.14(a) of the Seller Disclosure Schedule, no Employee intends to terminate his or her employment with the Seller as result of the Closing and, to the Knowledge of Seller, no Employee identified on Annex A intends to terminate his or her employment with the Seller. (b) Section 3.14(b) of the Seller Disclosure Schedule contains a true, complete and correct list as of the date hereof of the name (if an entity, including the name of the individuals employed by or providing service on behalf of such entity) and contact information of each independent contractor, consultant, freelancer or other service provider who devoted a majority of their working time to, or provided a key function for, the Business (collectively, “Contractors”) during (i) the three (3) month period ended March 30, 2026, and (ii) the twelve (12) months ended December 31, 2025. Such list sets forth for each Contractor the following: (i) general description of the type of services provided, (ii) start date and duration of engagement, (iii) contract rate or fee, and (iv) if applicable, the name of the staffing agency such Contractor is sourced through. All fees due and payable to a Contractor with respect to services provided to the Acquired Companies or, solely with respect to the Business, Seller prior to the date hereof have been paid in full. A copy of each written Contract in effect and relating to the services a Contractor provides to the Acquired Companies or, solely with respect to the Business, Sellers has been made available to Buyer prior to the date hereof. The Acquired Companies have withheld and paid to the appropriate Governmental Authority all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any Contractor. Except as would not reasonably be expected to be material, individually or in the aggregate to either Business, taken as a whole, Seller and the Acquired Companies, as applicable, have properly classified, pursuant to the Code and any other applicable Law, all Contractors used by the Acquired Companies since June 1, 2023. The Acquired Companies have no “leased employees” within the meaning of Section 414(n) of the Code. (c) None of the Acquired Companies or, solely with respect to the Employees, Seller, is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization. None of the Acquired Companies or, solely with respect to the Employees, Seller, is or has been since June 1, 2023 subject to a strike, work stoppage or material labor dispute nor, to the Knowledge of Seller, has a strike, work stoppage or material labor dispute been threatened. No labor organization or group of Employees has made a pending demand for recognition or certification. To the Knowledge of Seller, no organizational efforts with respect to the formation of a collective bargaining unit are being or have been made or threatened involving Employees. (d) The Acquired Companies and, solely with respect to the Employees, Seller, are in material compliance with all applicable Law pertaining to employment, employment practices, and withholding of taxes, including those relating to labor relations, in each case to the extent related to the employment of the Employees. Solely with respect to the Acquired Companies and

 
- 32 - the Business, there are currently no pending or, to the Knowledge of Seller, threatened charges or complaints against the Seller or the Acquired Companies before any Governmental Authority regarding employment discrimination, safety, wage and hour claims, unemployment compensation claims, workers’ compensation claims or any other claims arising from or relating to the employment of any of the Employees or relationship of the Seller and the Acquired Companies with any Contractor providing services with respect to the Business. Except as otherwise provided in this Agreement, the Seller has, or will have no later than the Closing Date, paid all accrued salaries, bonuses, commissions, wages, severance and accrued vacation pay of the Employees due to be paid through the Closing Date. (e) The Acquired Companies and, solely with respect to the Employees, Seller, are in compliance in all material respects with their respective obligations under to the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101 et seq. (as amended from time to time, “WARN” and, collectively with any similar state or local law, the “WARN Acts”) in each case to the extent affecting the Employees. Since January 1, 2023, none of the Acquired Companies or, solely with respect to the Employees, Seller, has engaged in any transaction or engaged in layoffs, terminations or relocations sufficient in number to trigger any WARN Act obligation. No Employee or former Employee has suffered an “employment loss” (as defined in WARN) in the ninety (90) days prior to the date hereof with respect to the Seller. 3.15 Real Property. (a) Section 3.15(a) of the Seller Disclosure Schedule sets forth (i) a list of all real property leases to which any Acquired Company is a party (whether as a (sub)lessor, (sub)lessee, guarantor or otherwise) (the “Company Real Property Leases”; with all real property in which an Acquired Company holds a leasehold interest, whether as lessee or sublessee, being the “Leased Real Property”), and (ii) the street address with respect to each of the Company Real Property Leases. None of the Acquired Companies owns any interest (fee, leasehold or otherwise) in any real property. Except as set forth in Section 3.15(a) of the Seller Disclosure Schedule, each Acquired Company has a valid leasehold interest in the Leased Real Property, as applicable, free and clear of any Liens other than Permitted Liens, and enjoys peaceful and undisturbed possession of such Leased Real Property. (b) Each Company Real Property Lease is in full force and effect and enforceable by the Acquired Company party thereto in accordance with its terms, subject to the Enforceability Exceptions. Since January 1, 2023, no Acquired Company has received any written notice of default with respect to any Company Real Property Lease and, to the Knowledge of Seller, no event has occurred and no condition exists that, with notice or lapse of time or both, would constitute a material default by an Acquired Company or, to the Knowledge of Seller, any other party thereto, under any of the Company Real Property Leases. No Acquired Company has assigned or placed any Lien upon any Leased Real Property. 3.16 Taxes. (a) (i) All income and other material Tax Returns required to have been filed by or with respect to either of the Acquired Companies have been timely filed (taking into account extensions properly obtained); (ii) such Tax Returns are true, correct, and complete in all material

 
- 33 - respects, and (iii) Taxes shown to be due on such Tax Returns and any other income or other Taxes due and payable with respect to either of the Acquired Companies have been timely paid. (b) No extension of time within which to file any such income Tax Return referred to in clause (a) above is in effect, and there is no agreement or other document in place extending, or having the effect of extending, the period of assessment or collection of any Taxes by, with respect to, or on behalf of either of the Acquired Companies. (c) There are no Liens relating to Taxes upon the assets of either of the Acquired Companies except for Permitted Liens. (d) All Tax information reporting requirements applicable to either of the Acquired Companies have been complied with in all respects. All Taxes (including sales, use, value-added, good and services and similar Taxes) required to be withheld, collected or deposited by or with respect to either of the Acquired Companies have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Tax Authority or properly set aside in accounts for such purpose. (e) (i) No Taxes of or with respect to either Acquired Company are under audit and there is no inquiry, claim, notice of deficiency or other adjustments, assessments, redeterminations, audits or similar events pending or asserted or, to the Knowledge of any Seller, threatened in writing in respect of any Taxes with respect to either Acquired Company. (ii) There are no closing agreements or similar arrangements (including any Form 870-AD or successor form) with any Tax Authority with regard to the determination of the Tax Liability of or with respect to either Acquired Company that would have continuing effect in any Post-Closing Tax Period, and neither of the Acquired Companies has received or applied for a Tax ruling that would have effect in any Post-Closing Tax Period. (iii) Neither of the Acquired Companies has executed any power of attorney with respect to Taxes which is currently in force. (f) Neither of the Acquired Companies has been a member of a combined, consolidated, affiliated or unitary group for Tax filing purposes (other than a group in which it currently is a member) for which it has any current or future liability for Taxes. (g) Neither of the Acquired Companies has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or in any transaction which, prior to the date of this Agreement was designated as “transaction of interest” within the meaning of Treasury Regulations Section 1.6011-4(b)(6). (h) During the last five years, neither of the Acquired Companies has been a party to any transaction treated by the parties thereto as one to which Section 355 of the Code applied.

 
- 34 - (i) No jurisdiction in which either of the Acquired Companies has not filed a particular type of Tax Return has asserted in writing that the Acquired Company is required to file such Tax Return in such jurisdiction. (j) Neither of the Acquired Companies will be required to include any item of income in, or exclude any item of deduction from, taxable income for any Post-Closing Tax Period, as a result of any (i) change in method of accounting under Section 481 of the Code (or any corresponding provision of state, local, or foreign law) made on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Closing Date, (iii) prepaid amount received on or prior to the Closing Date, other than in the ordinary course of business, or (iv) intercompany transaction or excess loss account described in the Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local, or foreign law) arising on or prior to the Closing Date. (k) Neither of the Acquired Companies is party to any Tax sharing, indemnity or similar agreement pertaining to the allocation of Tax liability (other than ordinary course commercial agreement the primary subject matter of which is not Taxes) that will not be terminated on or before the Closing Date without any post-Closing liability to the Acquired Companies (including for past taxes). (l) Neither of the Acquired Companies has made an election under Treasury Regulations Section 301.7701-3 to be taxed as a corporation, and each of the Acquired Companies is disregarded as a separate entity from Seller. 3.17 Intellectual Property and Technology. (a) The Acquired Companies own or have the right to use pursuant to license, sublicense, agreement, or permission all Intellectual Property necessary for the operation of the Business as presently conducted (the “Company Intellectual Property Rights”). Section 3.17(a) of the Seller Disclosure Schedule sets forth all registered trademarks, service marks and trade dress and all applications for trademarks, service marks and trade dress, all registered copyrights and all applications for copyrights, all patents and patent applications and all Internet domain names owned by an Acquired Company and, solely with respect to the Business, Seller and any of its Affiliates (other than the Acquired Companies) (the “Scheduled Company Intellectual Property”). With respect to each item of the Company Intellectual Property Rights, except as set forth in Section 3.17(a) of the Seller Disclosure Schedule: (i) the Acquired Companies possess all right, title, and interest in and to the item, free and clear of any Lien, license, royalty or other restriction, and (ii) no Acquired Company’s rights will be terminated or impaired, or become terminable, in whole or in part, as a result of the transactions contemplated hereby. With respect to each item of the Scheduled Company Intellectual Property that has been registered, except (y) as set forth in Section 3.17(a) of the Seller Disclosure Schedule and (z) as would not reasonably be expected to be material, individually or in the aggregate, to the Business taken as a whole, the Acquired Company’s rights are subsisting, and all filings required to maintain the Scheduled Company Intellectual Property have been made. (b) Except as set forth in Section 3.17(b) of the Seller Disclosure Schedule and since January 1, 2023, none of the Seller or any of its Affiliates (including the Acquired Companies) has

 
- 35 - received any written notice that their use of the Company Intellectual Property Rights in connection with the operation of the Business has infringed, misappropriated or diluted any Intellectual Property rights owned by third parties. To the Knowledge of Seller, the operation by the Seller and the Acquired Companies of the Business does not and has not infringed, misappropriated or diluted the Intellectual Property rights owned by any third party. Except as set forth in Section 3.17(b) of the Seller Disclosure Schedule and since January 1, 2023, no Acquired Company has made any material claim against any third party alleging infringement, misappropriation, dilution or other violation of any Company Intellectual Property Rights. (c) The use and dissemination by the Acquired Companies and, solely with respect to the Business, Seller or its Affiliates (other than the Acquired Companies), of Personal Information of consumers of its services or users of any websites operated by the Acquired Companies or, solely with respect to the Business, Seller or its Affiliates are in compliance, in all material respects, with all applicable privacy policies and terms of use and applicable Law. The Acquired Companies and, solely with respect to the Business, Seller and its Affiliates (other than the Acquired Companies), use commercially reasonable measures to protect the Personal Information that is collected and maintained by them and to require that any third party providing services with respect to the Business comply with applicable Law with respect to safeguarding Personal Information collected by such party. Since January 1, 2023, except as set forth in Section 3.17(c) of the Seller Disclosure Schedule, to the Knowledge of Seller, there has been no Security Breach in the safeguards for such Personal Information. The Acquired Companies and, solely with respect to the Business, Seller or its Affiliates (other than the Acquired Companies), use commercially reasonable measures to protect the confidentiality of the Company Intellectual Property Rights. Since January 1, 2023, except as set forth in Section 3.17(c) of the Seller Disclosure Schedule, there has been no breach in the safeguards for such confidential Company Intellectual Property Rights. (d) Section 3.17(d) of the Seller Disclosure Schedule lists all material Computer Programs and Software owned or used by the Acquired Companies or by the Seller or its other Affiliates in the operation of the Business; provided, that “material” Computer Programs excludes all shrink-wrap and off-the-shelf Computer Programs. Neither the Acquired Companies nor, solely with respect to the Business, Seller or its Affiliates is a party to any agreement, which: (i) restricts the free use, license or disclosure by any such entity of any source code or object code relating to any of the Computer Programs and Software owned or purported to be owned by such entity, or (ii) requires an Acquired Company or, solely with respect to the Business, Seller or its Affiliates to (A) include any source code relating to any such entity’s proprietary Computer Programs and Software with any distribution or delivery (whether physical or on a hosted basis) of such Computer Programs or Software, or (B) permit any licensee of any Computer Programs or Software owned or purported to be owned by an Acquired Company or, solely with respect to the Business, Seller or its Affiliates to modify any source code relating to such Software. (e) The IT Systems (i) operate as necessary for the conduct of the Business in all material respects, and (ii) to the Knowledge of Seller, do not contain any “malware” or critical vulnerabilities that would reasonably be expected to interfere with the ability of the Business to be conducted as currently conducted following the Closing. Since January 1, 2023, there have been no material adverse events affecting the IT Systems that have caused a material impact on the operation of the Business. The Acquired Companies and their Affiliates have implemented,

 
- 36 - maintain, and comply with commercially reasonable business continuity and backup and disaster recovery plans and procedures with respect to the IT Systems. Since January 1, 2023, there has been no failure, unauthorized access or use, or other adverse event affecting any of the IT Systems that has caused any material disruption to the conduct of the Business. 3.18 Insurance. Section 3.18 of the Seller Disclosure Schedule sets forth a true and complete list of all insurance policies covering the assets, business, equipment, properties, operations, cybersecurity, Employees, consultants, officers and managers of the Acquired Companies. There is no claim by an Acquired Company currently pending under any of such policies as to which coverage has been questioned, denied or disputed by the insurers of such policies. All such insurance policies are in full force and effect and premiums payable under all such policies have been timely paid, and the Acquired Companies are otherwise in compliance with the terms of such policies in all material respects. To the Knowledge of Seller, since the time any such policies were last issued or renewed, there has not been any threatened termination of, material premium increase with respect to, or material alteration of coverage under, any such policies. No Acquired Company, nor, to the Knowledge of Seller, any insurer under such insurance policies, is in material violation or breach of, or material default under, any provision thereof. 3.19 Environmental Matters. (a) Except as set forth in Section 3.19(a) of the Seller Disclosure Schedule, (i) each Acquired Company is, and has been since June 1, 2023, in compliance in all material respects with Environmental Laws applicable to such Acquired Company or the Business as currently conducted, (ii) the Acquired Companies have obtained and are, and have been since June 1, 2023, in compliance in all material respects with all required Environmental Permits, and (iii) there are no actions, Orders, written claims or written notices pending or issued to or, to the Knowledge of Seller, threatened against the Acquired Companies alleging material violations of or material liability by the Acquired Companies of any Environmental Laws or otherwise concerning the Release or management of Hazardous Substances by the Acquired Companies. (b) To the Knowledge of Seller, there has been no Release of any Hazardous Substances at any Leased Real Property that has resulted in or would reasonably be expected to result in any material remedial obligations of the Acquired Companies under any Environmental Law. (c) For purposes of this Agreement: (i) “Environmental Laws” means any Laws relating to (A) Releases of Hazardous Substances, (B) the manufacture, handling, transport, use, treatment, storage, emission, discharge, or disposal of Hazardous Substances, or (C) pollution or protection of the environment or of human health and safety as such is affected by Hazardous Substances. (ii) “Environmental Permits” means all Permits required under Environmental Law and necessary in connection with the conduct of the Business. (iii) “Hazardous Substances” means (A) those substances, materials or wastes defined as toxic, hazardous, acutely hazardous, pollutants or contaminants in, or regulated

 
- 37 - under, the following United States federal statutes and any analogous foreign or state statutes, and all Regulations thereunder: the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Federal Insecticide, Fungicide, and Rodenticide Act and the Clean Air Act, (B) petroleum and petroleum products, including crude oil and any fractions thereof, (C) natural gas, synthetic gas, and any mixtures thereof, and (D) polychlorinated biphenyls, asbestos, molds that would reasonably be expected to have an adverse effect on human health and urea formaldehyde foam insulation. (iv) “Release” means any release, spilling, leaking, pumping, pouring, discharging, emitting, emptying, escaping, leaching, injecting, dumping, disposing or migrating into or through the indoor or outdoor environment. 3.20 Affiliated Transactions. Section 3.20(a) of the Seller Disclosure Schedule sets forth a true and complete list of all agreements, Contracts, commitments, arrangements or transactions (other than Employee Plans, employment arrangements and compensation for Employees) (i) between Seller or any of its Affiliates (other than the Acquired Companies), or any of their respective directors, officers or managers, on one hand, and an Acquired Company, on the other hand, and no unaffiliated third party, and (ii) between the Acquired Companies. 3.21 Assets. (a) Except as set forth on Section 3.21(a) of the Seller Disclosure Schedule, the Acquired Companies have good and valid title to, or a valid leasehold interest in or other valid and enforceable rights to use, all assets, rights, properties and services necessary to operate the Business as currently operated consistent with past practices, free and clear of all Liens, other than Permitted Liens. (b) Assuming the consummation of the transactions contemplated by this Agreement and the Transactions Documents, and the provisions of the services contemplated by the Transition Services Agreement, the assets, rights, properties, and services of the Acquired Companies or those made available to Buyer and its Affiliates pursuant to this Agreement and the other Transaction Documents, together with the Transferred Assets, will be sufficient for the Buyer to continue to operate the Business immediately following the Closing Date in substantially the same manner as the Business is being operated immediately prior to Closing. (c) Seller or one of its Affiliates has good and valid title to, or a valid leasehold interest in, other valid and enforceable rights to use, the Transferred Assets, free and clear of all Liens, other than Permitted Liens. 3.22 Bank Accounts; Power of Attorney. Section 3.22 of the Seller Disclosure Schedule sets forth a list of the bank names, locations and account numbers of all bank and safe deposit box accounts of the Acquired Companies, including any custodial accounts for securities owned by the Acquired Companies, and the names of all persons authorized to draw thereon or to have access thereto. Section 3.22 of the Seller Disclosure Schedule also sets forth the names of all persons, if

 
- 38 - any, holding powers of attorney from an Acquired Company. A copy of each such power of attorney has been made available to Buyer. 3.23 Privacy and Data Security. (a) The Acquired Companies and, solely with respect to the Business, Seller and its Affiliates (other than the Acquired Companies) have in place (i) administrative, technical and physical safeguards designed to protect against the destruction, loss, or alteration of Personal Information, (ii) security measures designed to adequately protect Personal Information, and (iii) documented privacy and cybersecurity compliance policies and procedures, all of which safeguards, measures and policies and procedures described in (i) through (iii) above are designed to comply in all material respects with applicable Law; (b) the Acquired Companies and, solely with respect to the Business, Seller and its Affiliates (other than the Acquired Companies) have complied with applicable Law in all material respects, with all applicable contractual privacy obligations in all materials respects, and their respective internal privacy policies and guidelines in all material respects relating to the collection, storage, use and transfer of Personal Information; (c) since January 1, 2023, no Acquired Company, has received written notice of any investigation or audit by any private party or Governmental Authority arising out of an actual or alleged Security Breach nor has any private party or Governmental Authority alleged in writing any breach of contract or non-compliance with applicable Law related to a data privacy or security matter, and (d) since January 1, 2023, there has been (i) to the Knowledge of Seller, no Security Breach involving any Personal Information in the possession, custody or control of the Acquired Companies, and (ii) no claim communicated in writing to the Acquired Companies or, solely with respect to the Business, Seller or its Affiliates from any affected individual nor any written request or inspection from any Governmental Authority that, to the Knowledge of Seller, will likely give rise or has given rise to any material liability for the Acquired Companies under applicable Law in relation to data protection, data security or privacy. The Acquired Companies and, solely with respect to the Business, Seller and its Affiliates (x) maintain a vendor oversight program to ensure its vendors are obligated to comply with applicable Laws pertaining to privacy and data security, and (y) have designated one or more employees to receive, review and timely respond to individuals’ requests made pursuant to rights such individuals have under applicable Laws pertaining to privacy and data security to access, amend, delete and receive accountings of disclosures of their Personal Information. The Acquired Companies and, solely with respect to the Business, Seller and its Affiliates have published privacy policies, terms of use, and any other terms pertinent to individuals’ use and access related to any digital resources used by such Person (including websites, portals or applications) when and as required by applicable Law. 3.24 Brokers. Except for Sherman & Company, no broker, financial advisor, finder or investment banker or other Person is entitled to any broker’s, financial advisor’s, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Seller or the Acquired Companies. 3.25 No Other Representations or Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULE) OR ANY CERTIFICATE DELIVERED PURSUANT TO SECTION 2.3(a)(ii), SELLER (A) MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND (B) HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW FOR, FOR ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY,

 
- 39 - WITH RESPECT TO (I) THE ACQUIRED COMPANIES OR THE BUSINESS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, (II) THE POST-CLOSING RESULTS OF THE ACQUIRED COMPANIES, THE BUSINESS, OR THEIR OPERATIONS OR THE CONTINUATION OF ANY PROGRAM, CONTRACT, OR RELATIONSHIP WITH ANY CUSTOMER, BROKER, SERVICE PROVIDER OR VENDOR OF ANY ACQUIRED COMPANY, (III) THE CONDITION, VALUE OR QUALITY OF THE ACQUIRED COMPANIES, THE BUSINESS, OR THEIR ASSETS, AND (IV) MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO THE BUSINESS’ OR THE ACQUIRED COMPANIES’ ASSETS, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT SUCH ASSETS ARE BEING ACQUIRED “AS IS, WHERE IS” AND IN THEIR PRESENT CONDITION. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III (AS MODIFIED BY THE SELLER DISCLOSURE SCHEDULE) OR ANY CERTIFICATE DELIVERED PURSUANT TO SECTION 2.3(a)(ii), SELLER HEREBY DISCLAIMS MAKING, AND HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW FOR, ANY REPRESENTATION, WARRANTY, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER OR ITS AFFILIIATES OR REPRESENTATIVES BY ANY REPRESENTATIVE OF SELLER OR ANY OF ITS AFFILIATES). ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER Except as set forth in the Buyer Disclosure Schedule, Buyer hereby represents and warrants to Seller, as of the date hereof and as of the Closing, as follows: 4.1 Organization. Buyer is a corporation duly organized, validly existing and in good standing under the Law of the jurisdiction of its organization and (i) has all the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the ownership, operation or leasing of its properties and assets and the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not reasonably be expected to have a Buyer Material Adverse Effect. 4.2 Authority; Enforceability. Buyer has the requisite corporate power and authority to execute and deliver this Agreement, and Buyer and each other Buyer Party has the requisite corporate power and authority to execute and deliver each other Transaction Document to which it is or will be a party and each instrument required to be executed and delivered by it prior to or at the Closing and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement, and the execution and delivery by Buyer and each other Buyer Party of each other Transaction Document to which it is or will be a party and each instrument required hereby to be executed and delivered by it prior to or at the Closing, the performance of its obligations hereunder

 
- 40 - and thereunder and the consummation of the transactions contemplated hereby and thereby have been, or (with respect to Transaction Documents and instruments that will be executed and delivered by it after the date of this Agreement) will be, duly and validly authorized by all necessary action on the part of Buyer or such other Buyer Party, and no other corporate or similar proceedings on the part of Buyer or such other Buyer Party are necessary to authorize this Agreement, each other Transaction Document to which it is or will be a party or any instrument required to be executed and delivered by it prior to or at the Closing or the consummation of the transactions contemplated hereby or thereby. Each of the Transaction Documents to which Buyer or any other Buyer Party is or will be a party have been or, with respect to the Transaction Documents to which it is or will be a party to be executed and delivered by it at Closing, will be, duly and validly executed and delivered by Buyer or such other Buyer Party as of such date and, assuming the due authorization, execution and delivery hereof by the other parties hereto or thereto, constitute a legal, valid and binding obligation of Buyer or such other Buyer Party, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions. 4.3 No Conflict; Required Filings and Consents. (a) The execution and delivery by Buyer of this Agreement, and by Buyer and other Buyer Parties of the other Transaction Documents to which such Person is or will be a party or any instrument required by this Agreement to be executed and delivered by Buyer or any Buyer Party on or prior to the Closing do not, and the performance of this Agreement, the other Transaction Documents to which such Person is or will be a party and any instrument required by this Agreement or thereunder to be executed and delivered by it on or prior to the Closing Date do not and will not, (i) conflict with, require consent or notice under, or violate the Organizational Documents of the Buyer Parties, (ii) with or without notice or the passage of time or both, conflict with, require consent or notice under or violate in any material respect any Law, material Permit or Order applicable to a Buyer Party or by which any of its properties, rights or assets is bound or affected, or (iii) with or without notice or the passage of time or both, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise would constitute a default) under or entitle any Person thereunder to terminate, accelerate or cause a breach or default of, or result in the creation of any Lien upon any of the properties or assets of the Buyer Parties under, or create any right of acceleration, termination, vesting, payment, exercise, suspension, revocation or cancellation of the loss of any right or benefit under any contract, mortgage, lien, lease, agreement, indenture, trust, instrument, order, judgment or decree to which a Buyer Party is a party or which is binding upon a Buyer Party or upon any of the assets of any of the foregoing, except, in the case of clause (iii), as would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect. (b) No Governmental Approval or Filing with any Governmental Authority is required to be obtained or made by any Buyer Party in connection with the consummation of the transactions contemplated by this Agreement, except for the (i) the Filings and Governmental Approvals that are listed on Section 4.3(b) of the Buyer Disclosure Schedule, and (ii) any other actions or filings (A) required solely by reason of the participation of Seller (as opposed to any third party) in the transactions contemplated hereby, or (B) where the failure to obtain or make such Governmental Approval or make such Filing would not, individually or in the aggregate, materially impair the ability of Buyer or any Buyer Party, as the case may be, execute or perform

 
- 41 - its obligations under this Agreement or the other Transaction Documents or to timely consummate the transactions contemplated hereby or thereby. 4.4 Absence of Litigation, Claims and Orders. There are no Proceedings pending or, to the Knowledge of Buyer, threatened on behalf of or against Buyer or any Buyer Party that (i) challenge or question (a) the validity of this Agreement or any other Transaction Document to which it is or will be a party or (b) any action taken or to be taken by it pursuant to this Agreement or any other Transaction Documents to which it is or will be a party or in connection with the transactions contemplated hereby and thereby, (ii) seek to prevent, enjoin or otherwise delay the transactions contemplated under this Agreement or any other Transaction Document, or (iii) would reasonably be expected to have a Buyer Material Adverse Effect. No Order binding on Buyer or any other Buyer Party is in effect that prevents or enjoins the transactions contemplated by this Agreement or any other Transaction Documents or could adversely affect Buyer’s ability to consummate the transactions contemplated hereunder or thereunder. 4.5 Sufficient Funds. Buyer has access to immediately available funds sufficient to pay the amounts payable at Closing under Section 2.4(b) and any other payments contemplated in this Agreement at Closing and to pay all fees and expenses related to the transactions contemplated by this Agreement. 4.6 Brokers. Except for Raymond James Financial, Inc., no broker, financial advisor, finder or investment banker or other Person is entitled to any broker’s, financial advisor’s, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer. 4.7 Investment Purpose. Buyer is acquiring the ESI Membership Interests solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the ESI Membership Interests are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the ESI Membership Interests may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. Buyer is financially sophisticated and understands the risks relating to the purchase and ownership of the ESI Membership Interests. ARTICLE V COVENANTS 5.1 Conduct of Business Pending the Closing. During the period from the date of this Agreement and continuing through the Closing Date or the earlier termination of this Agreement pursuant to Section 7.1 hereof, except (i) as required by applicable Law, Order or Governmental Authority, (ii) as expressly contemplated by this Agreement, (iii) as set forth in Section 5.1 of the Seller Disclosure Schedule, or (iv) with the prior written consent of Buyer, Seller shall, and shall cause each Acquired Company and their applicable Affiliates to, (x) carry on the Business in the ordinary course consistent with past practice, and (y) to the extent consistent therewith, maintain the Business and the significant business relationships and goodwill of the Business with Employees, Brokers and the other customers, suppliers and service providers of and to the

 
- 42 - Business, and with Governmental Authorities with jurisdiction over the Business. Without limiting the generality of the foregoing, except (i) as required by applicable Law, Order or Governmental Authority, (ii) as expressly contemplated by this Agreement or (iii) as set forth in Section 5.1 of the Seller Disclosure Schedule, without the prior written consent of Buyer, Seller shall cause each Acquired Company not to, and, with respect to the Business, Seller shall not and shall cause each of its Affiliates not to, directly or indirectly: (a) amend any Organizational Document of any Acquired Company; (b) (i) issue, sell, transfer, grant, pledge or otherwise encumber any equity interests in any Acquired Company, any other voting securities, or any securities convertible into or exchangeable for any such interests, (ii) issue, sell, grant or accelerate the timing of payment or vesting of any option, warrant, convertible or exchangeable security, subscription, call, or other agreement or right of any kind to purchase or otherwise acquire (including by exchange or conversion) any equity interest in any Acquired Company, (iii) change the authorized or issued equity of any Acquired Company, (iv) effect any recapitalization, reclassification, unit split, combination or similar change in the capitalization of any Acquired Company, or (v) enter into any contracts, agreements or arrangements to issue, redeem, acquire or sell any equity interests or any other ownership interests in any Acquired Company; (c) (i) sell, terminate, transfer, exclusively license, encumber or otherwise dispose of any material assets of an Acquired Company or any assets that presently constitute, or at the Closing would constitute, a Transferred Asset; or (ii) permit the acquisition by an Acquired Company of any assets that would be material to an Acquired Company; (d) make or authorize any capital expenditures that are, in the aggregate, in excess of $150,000; (e) make any material change in the accounting, actuarial, payment, pricing, marketing or risk management, practices, standards or principles, in each case except as may be required by GAAP applicable to the Acquired Companies or applicable Law; (f) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, or recapitalization of any Acquired Company; (g) (i) hire any new employee who would be an Employee, except any employee with annual base compensation of less than $125,000 and who is terminable at-will, but only to the extent that the Employee is hired in the ordinary course of business consistent with past practice, or (ii) or transfer, reassign or reallocate the employment of any employee of Seller or any Affiliate of Seller to an Acquired Company; (h) establish, materially amend, modify, or terminate any Employee Plan, other than as required to comply with a change in applicable Law; (i) (i) promise, grant or agree to increase the base salary (or wages), commissions, target incentive opportunity or severance pay of, or any benefits paid or payable to, any Employee, including making any grant or award of equity compensation, or accelerate the vesting of any compensation or benefit, in each case other than in the ordinary course of business consistent with

 
- 43 - past practice, as required by applicable Law or an Employee Plan in-force as of the date hereof, or as specifically provided for in this Agreement, (ii) enter into or materially amend any employment, consulting, indemnification, severance or termination agreement with any Employee or Contractor, or (iii) loan or advance any money or other property to any Employee, except for advancement of expenses in the ordinary course of business consistent with past practice; (j) terminate (except in the ordinary course of business consistent with past practice for performance-related reasons, including fraud or willful misconduct), transfer the employment of, reassign or reallocate, any Employee; (k) incur, assume or guarantee any indebtedness for borrowed money or guarantee the obligations of another Person or otherwise become responsible for the obligations of another Person to the extent such obligations would be Liabilities of any Acquired Company after the Closing, or make any loans, advances or capital contributions to, or investments in, any other Person; (l) declare, set aside or pay any dividends or other distributions, or permit any equity holder of an Acquired Company to withdraw any equity or capital of an Acquired Company; (m) acquire (by merger, consolidation, acquisition of stock or assets, reinsurance or otherwise) any other Person or substantially all of the assets of any other Person or any division thereof; (n) materially amend, waive any material rights or delegate performance under, or assign, transfer, terminate or extend any Material Contract (other than contracts that terminate pursuant to their terms), or enter into any Contract that would be a Material Contract if in effect on the date hereof; (o) outside of the ordinary course of business consistent with past practice, (i) enter into any agreement with any Broker, or (ii) materially amend, waive any rights or delegate performance under, or assign, transfer or terminate any existing agreement with any Broker; (p) pay or settle any Proceeding or threatened Proceeding for an amount in excess of $250,000; (q) (i) forgive, cancel or settle any material debt or claim, (ii) waive or release any right, of material value, or (iii) fail to pay or satisfy when due any material liability (other than any such liability that is being contested in good faith); (r) acquire any real property or any direct or indirect interest in real property; (s) abandon, modify, waive, terminate or allow to lapse any material Permit; (t) make or change any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any material closing agreement with any Tax Authority, settle any material Tax claim or assessment by any Tax Authority, surrender any right to claim a material refund of Taxes, consent to any extension or waiver of the limitation period applicable to any material Tax claim or

 
- 44 - assessment, in each case relating to the Acquired Companies; in each case, to the extent such action could reasonably be expected to result in an increase in the Tax liability of or with respect to the Acquired Companies for any Post-Closing Tax Period; (u) terminate, cancel or materially amend, or cause the termination, cancellation or material amendment of, any material insurance coverage (and any surety bonds, letters of credit, cash collateral or other deposits related thereto required to be maintained with respect to such coverage), maintained by or for the benefit of the Acquired Companies that is not replaced with comparable insurance coverage; or (v) authorize or enter into any agreement in furtherance of any of the foregoing. 5.2 Access to Information. Prior to the Closing Date, Seller shall provide Buyer and its Representatives with reasonable access upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records, properties of the Acquired Companies and Employees, and, during such period, Seller shall and shall cause the Acquired Companies and their Affiliates to furnish to Buyer such information concerning the Business, properties, financial condition, operations and senior personnel of the Acquired Companies as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i) Seller shall use commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives and (y) in the case of clause (ii) Seller shall notify Buyer promptly if any information is being withheld in reliance on clause (ii) and Seller shall use commercially reasonable efforts to obtain a waiver of the applicable obligation. 5.3 Confidentiality. (a) Buyer and its Representatives shall treat all nonpublic information obtained in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby as confidential in accordance with the terms of the Confidentiality Agreement. The terms of the Confidentiality Agreement are hereby incorporated by reference and shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement shall terminate; provided, that in the event of a conflict between the Confidentiality Agreement and this Agreement, this Agreement shall control. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect in accordance with its terms. (b) From and after the Closing, and subject to the confidentiality provisions in the other Transaction Documents specifically with respect to the information therein, Buyer shall, and shall cause its Affiliates and its and its Affiliates’ Representatives to (i) maintain the confidentiality of, (ii) not disclose to any other Person (other than Buyer’s Affiliates or Representatives) and (iii) not use any Seller Confidential Information, except that Buyer or its Affiliates may disclose or use Seller Confidential Information (A) to the extent required by applicable Law, in any report, statement, testimony or other submission to any Governmental Authority having jurisdiction over Buyer or its Affiliates, as applicable, (B) in order to comply with any Law or the rules of any

 
- 45 - listing authority or stock exchange applicable to Buyer or its Affiliates, as applicable, (C) in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to Buyer or its Affiliates, as applicable, in the course of any litigation, investigation or administrative proceeding, (D) to the extent necessary for the performance of Buyer’s and any Buyer Party’s obligations, or the enforcement of Buyer’s and any Buyer Party’s rights, under this Agreement or the other Transaction Documents or (E) in any disclosure to its rating agencies. If Buyer or any of its Affiliates or their respective Representatives becomes legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar judicial or administrative process to disclose any Seller Confidential Information, Buyer shall, to the extent permitted by applicable Law and reasonably practicable, (1) provide Seller with prompt written notice of such requirement and (2) cooperate with Seller and Seller’s Affiliates (at Seller’s expense) to obtain a protective order or similar remedy to cause such Seller Confidential Information not to be disclosed, including interposing any reasonable objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, Buyer or its applicable Affiliates shall furnish only that portion of Seller Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such disclosed Seller Confidential Information. Buyer hereby agrees, and shall cause its Affiliates and its and its Affiliates’ Representatives, to protect Seller Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized disclosure of Seller Confidential Information as Buyer uses to protect its own confidential information of a like nature. (c) From and after the Closing with respect to the Business Confidential Information, and from and after the date hereof with respect to the Buyer Confidential Information, and subject to the confidentiality provisions in the other Transaction Documents specifically with respect to the information therein, Seller shall, and shall cause its Affiliates and its and their Representatives to (i) maintain the confidentiality of, (ii) not disclose to any other Person (other than Seller’s Affiliates or Representatives) and (iii) not use, any Business Confidential Information or Buyer Confidential Information, except that Seller and its Affiliates may disclose or use Business Confidential Information or Buyer Confidential Information (A) to the extent required by applicable Law, in any report, statement, testimony or other submission to any Governmental Authority having jurisdiction over Seller or its Affiliates, as applicable, (B) as may be reasonably necessary or advisable in connection with any Tax Returns, accounting records, financial reporting obligations or any audit, or disclosure or corporate governance best practices of Seller, (C) in order to comply with any Law or the rules of any listing authority or stock exchange applicable to Seller or its Affiliates, as applicable, (D) in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to Seller or its Affiliates, as applicable, in the course of any litigation, investigation or administrative proceeding or (E) to the extent necessary for the performance of Seller’s obligations, or the enforcement of Seller’s rights under this Agreement or the other Transaction Documents. If Seller or any of its Affiliates or their respective Representatives becomes legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar judicial or administrative process to disclose any Business Confidential Information or Buyer Confidential Information, Seller shall, to the extent permitted by applicable Law and reasonably practicable, (1) provide Buyer with prompt written notice of such requirement and (2) cooperate with Buyer and Buyer’s Affiliates (at Buyer’s expense) to obtain a protective order or similar remedy to cause Business Confidential Information or Buyer Confidential Information not to be disclosed, including interposing any reasonable

 
- 46 - objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, Seller or its applicable Affiliates shall furnish only that portion of Business Confidential Information or Buyer Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such disclosed Business Confidential Information or Buyer Confidential Information. Seller hereby agrees, and shall cause its Affiliates and its and their Representatives, to protect the Business Confidential Information and Buyer Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized disclosure of Business Confidential Information and Buyer Confidential Information as Seller or its applicable Affiliate uses to protect its own confidential information of a like nature. 5.4 Third Party Consents. (a) Seller shall, and shall cause their Affiliates to, use reasonable best efforts to obtain, prior to the Closing, any consent or waiver from any third party (other than a Governmental Authority) that is required for the consummation of the transactions contemplated by this Agreement and the other Transaction Documents or that is necessary in order to ensure that any Material Contracts will not be terminated as a result of consummating the transactions contemplated by this Agreement, including, without limitation, those third party consents set forth on Annex D (the “Third-Party Consents”). Buyer shall, and shall cause its Affiliates to, cooperate with Seller at Seller’s reasonable request to assist in obtaining such consents or waivers. Each of Buyer and Seller shall bear their own and their Affiliates’ internal costs to obtain such consents and waivers, and the costs payable to third parties for obtaining such consents and waivers shall be (x) shared equally by Buyer and Seller for the first $50,000 in the aggregate, and (y) borne solely by Seller with respect to any amounts exceeding $50,000 in the aggregate. In connection therewith, Seller shall not, and shall cause the Acquired Companies not to, without the prior written consent of Buyer, (i) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments) or concede anything of value, (ii) materially amend, supplement or otherwise modify any such contract, or (iii) agree or commit to do any of the foregoing, in each case, for the purposes of giving, obtaining and/or effecting any Third-Party Consents. Seller shall (and shall cause its Affiliates (including the Acquired Companies) to) keep Buyer reasonably informed regarding the process of obtaining such Third- Party Consents. To the extent the parties reasonably determine they will not be able to obtain any Third-Party Consent by the Outside Date, Seller shall use reasonable best efforts to explore and implement an equivalent alternative reasonably agreed to by the Buyer. The costs of any such commercially reasonably alternative arrangement shall be counted as Third-Party Consent costs thereunder. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Third-Party Consents shall not have been obtained prior to the Closing, from and after the Closing Date through the term of the Transition Services Agreement, Seller shall use reasonable best efforts to obtain such Third-Party Consents as promptly as reasonably practicable after the Closing. (b) Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Transferred Asset may not be transferred to Buyer or its Affiliates or any service may not be provided under the Transition Services Agreement, in each case without a Third-Party Consent that has not been obtained by the Closing, Seller shall, and shall cause its Affiliates to, from and

 
- 47 - after the Closing Date through the term of the Transition Services Agreement, effect arrangements reasonably acceptable to the Buyer under which (i) Buyer and its Affiliates would, in compliance with applicable Law, obtain the benefits and assume the obligations associated with such Transferred Asset or receive such services, as applicable, in accordance with this Agreement and the Transition Services Agreement, as applicable, including through a subcontracting, sublicensing or subleasing arrangement. 5.5 Notification of Certain Matters. Between the date of this Agreement and the Closing Date, each party shall give prompt notice to the other party at such time that such party becomes aware of the occurrence, or nonoccurrence, of any event which, if existing, occurring or known on the date hereof should have been so disclosed, or which is necessary to correct any information in the Seller Disclosure Schedule or the Buyer Disclosure Schedule, as applicable; provided, that for purposes of determining the rights and obligations of the parties under this Agreement, any such supplemental disclosure by any party shall not be deemed to have been disclosed as of the date hereof, to constitute a part of, or an amendment or supplement to the Seller Disclosure Schedule or the Buyer Disclosure Schedule (as applicable), or to cure any breach or inaccuracy of a representation, warranty, covenant, condition or agreement as of the date hereof unless so agreed to in writing by the other party. 5.6 Interim Financial Statements. From the date hereof until the Closing Date, Seller shall deliver to Buyer true and complete copies of the unaudited financial statements of the Acquired Companies when and as prepared in the ordinary course of business, consistent with past practice. 5.7 Public Announcements. Buyer and Seller shall mutually agree on the form and timing of an initial joint press release to be issued with respect to this Agreement and the transactions contemplated hereby. In addition, prior to the Closing Date, each party shall consult with and obtain the approval of the other before issuing any press release or making any other public disclosure with respect to this Agreement or the transactions contemplated hereby and shall not issue any such press release or make any such public disclosure prior to such consultation and approval (except as may be required by Law, in which event the Person proposing to issue such press release or make such public disclosure shall use its reasonable best efforts to consult in good faith with the other party before issuing any such press release or making any such public disclosure and shall cooperate to limit the scope of disclosure to the minimal amount of information required by Law). 5.8 Further Assurances. (a) On and after the Closing Date, Seller and Buyer shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to execute and deliver, or shall cause to be executed and delivered, such documents, certificates, agreements and other writings and shall take, or shall cause to be taken, such further actions as may be reasonably required or requested by any party to carry out the provisions of the Transaction Documents and consummate or implement expeditiously the transactions contemplated by the Transaction Documents. (b) Following the Closing, Buyer shall, and shall cause the Transferred Employees to, provide Seller and its Representatives with reasonable cooperation and assistance with (i) closing

 
- 48 - and reconciling of the accounts of the Businesses as of the end of the month immediately preceding the Closing Date in connection with the Closing consistent with the closing and reconciliation procedures utilized by Seller as of any quarter end in the ordinary course of business, (ii) preparing the financial statements for the Business for each calendar month and the calendar quarter in which the Closing Date occurs, and (iii) and preparing the annual audit for the Business; provided that (A) Buyer shall provide Seller and its Representatives continued access to the relevant books, records, systems and personnel of the Businesses, including the Transferred Employees with accounting and financial responsibilities, and (B) Seller shall reimburse Buyer for all reasonable and documented third-party out-of-pocket costs incurred in providing such assistance. 5.9 Delivery of Books and Records. At, or as soon as reasonably practicable after, the Closing, Seller shall cause all Books and Records in the possession of or reasonably available to Seller or any of Seller’s Affiliates to be delivered to Buyer (or a Person designated by Buyer) in the manner (and in the case of physical Books and Records at the location(s)) reasonably requested by Buyer, to the extent not located at an office of the Acquired Companies; provided, however that (a) to the extent such Books and Records are commingled with the other books and records of Seller, Seller shall, and shall cause its Affiliates to (i) use reasonable best efforts to segregate the commingled Books and Records from such other books and records or redact information not constituting Books and Records such that the Books and Records may be transferred in accordance with this Section 5.9, and (ii) to the extent Seller and its Affiliates are unable to segregate or redact the information pursuant to the foregoing clause (i), to make such Books and Records available to Buyer and its Affiliates upon reasonable request of Buyer and during regular business hours (it being understood and agreed that Seller may redact any portion of such books and records to the extent not constituting Books and Records, but shall be obligated to make available to Buyer in unredacted form all Books and Records), and (b) Seller may retain copies of all Books and Records that reside within Seller’s or its Affiliates’ systems or databases, subject to the confidentiality obligations set forth in Section 5.3(c). 5.10 Access to Books and Records. (a) Until the seventh (7th) anniversary of the Closing (provided, that Buyer shall give thirty (30) days’ notice to Seller prior to destroying any records to permit Seller, at their expense, to examine, duplicate or repossess such books and records), Buyer shall afford promptly to Seller and its Representatives reasonable access to the books, records, officers, employees, auditors and other advisors of the Acquired Companies, and provide information with respect to the Acquired Companies, in a readily accessible form (including financial information in a form consistent with the Acquired Companies’ historical practices for the preparation of such financial information), to the extent related to periods prior to the Closing and to the extent reasonably required by Seller for any lawful business purpose, including litigation, disputes, compliance, financial reporting (including financial audits of historical information), loss reporting, regulatory and accounting matters, and Buyer shall reasonably cooperate with Seller and Seller’s Representatives, to furnish such books and records and information and make available such officers, employees, auditors and other advisors of the Acquired Companies; provided, that such access does not unreasonably interfere with the conduct of the business of Buyer or the Acquired Companies, and that Seller shall reimburse Buyer promptly for all reasonable and documented out-of-pocket costs and expenses incurred in connection with any such request.

 
- 49 - (b) Until the seventh (7th) anniversary of the Closing (provided, that Seller shall give thirty (30) days’ notice to Buyer prior to destroying any records to permit Buyer, at its expense, to examine, duplicate or repossess such books and records), Seller shall, and shall cause Seller’s Affiliates to, afford promptly to Buyer and its Representatives reasonable access to the books, records, officers, employees, auditors and other advisors of the Seller and its Affiliates relating to the Acquired Companies, the Business, the Transferred Assets and the Transferred Liabilities, and provide information with respect to the Acquired Companies, the Business, the Transferred Assets and the Transferred Liabilities in a readily accessible form (including financial information in a form consistent with Seller’s or such Affiliate’s historical practice for the preparation of such financial information), to the extent related to periods prior to the Closing and to the extent reasonably required by Buyer for any lawful business purpose, including litigation, disputes, compliance, financial reporting (including financial audits of historical information), loss reporting, regulatory and accounting matters, and Seller shall, and shall cause its Affiliates to, reasonably cooperate with Buyer and Buyer’s Representatives to furnish such books and records and information and make available such officers, employees, auditors and other advisors with respect to the Acquired Companies, the Business, the Transferred Assets and the Transferred Liabilities; provided, that such access does not unreasonably interfere with the conduct of the business of Seller or Seller’s Affiliates and that Buyer shall reimburse Seller promptly for all reasonable and documented out-of-pocket costs and expenses incurred in connection with any such request. 5.11 Non-Competition; Non-Solicitation. (a) For a period of three (3) years following the Closing Date, Seller shall not, and shall cause its Subsidiaries not to, engage in, directly or indirectly (including by partnering with any third party for the provision of), the business of providing or administering employee assistance programs and services in the Territory (“Competing Business”); provided, that the foregoing will not prohibit Seller or any of its Subsidiaries from: (i) investing in any Person which invests in, manages or operates a Competing Business, so long as Seller’s or its subsidiary’s investment is less than fifteen percent (15%) of the outstanding ownership interest in such Person and Seller does not control such Person or Competing Business, (ii) acquiring a Competing Business (or third party engaging in such Competing Business) by merger or a purchase of shares or assets of a third party so long as the annual revenue of such third party attributable to the Competing Business for the most recent fiscal year of such third party preceding the acquisition does not exceed fifteen percent (15%) of the annual revenue during such period for all the business or operations acquired from such third party; provided, however, that in the event of any such acquisition where the aggregate annual revenue related to the Competing Business exceeds fifteen percent (15%) of such aggregate annual revenue, Seller shall be required to divest such excess portion of the Competing Business within twelve (12) months of such acquisition, (iii) owning any securities through an employee benefit plan, or (iv) engaging in any business conducted by Seller or its Affiliates at Closing, other than the Competing Business. (b) For a period of ten (10) years following the Closing Date, Seller shall not, and shall cause its Subsidiaries not to, directly or indirectly (including partnering with any third party), (i) initiate, promote or establish any program for the substitution, surrender, exchange, termination or systematic replacement of any Customer Contract of an Acquired Company as of the Closing Date with another contract unless such contract is entered into with Buyer or its Affiliates, (ii) induce

 
- 50 - or provide any incentive (financial or otherwise) to any Broker to terminate its relationship with the Acquired Companies, (iii) induce or provide any incentive (financial or otherwise) to any Broker to target or solicit, or cause to be targeted or solicited (on a systematic basis or otherwise) any customer that is party to a Customer Contract with any Acquired Company as of the Closing Date to replace such Customer Contract with another contract unless such contract is entered into with Buyer or its Affiliates, or (iv) use the Customer List or proprietary information of the Acquired Companies for any purpose without Buyer’s prior written consent, except for use of Customer Lists to the extent the customers set forth thereon are existing customers of Seller or its Affiliates for products or services that are not part of the Business and that do not constitute a Competing Business. Notwithstanding anything contained herein to the contrary, the restrictions set forth in this Section 5.11(b) shall terminate (A) on the date Buyer or its Affiliates cease to own, directly or indirectly, the Business, and (B) with respect to any customer that is a party to a Customer Contract as of the Closing Date on the date Buyer or its Affiliates no longer provide products or services to such customer. (c) Except as set forth in Section 5.11(c) of the Seller Disclosure Schedule, for a period of eighteen (18) months following the Closing Date for Transferred Employees other than Key Employees, and until the third (3rd) anniversary of the Closing Date with respect to Key Employees, without the prior written consent of Buyer, Seller shall not, and shall cause its Affiliates to not, solicit for employment, employ or contract for the services of any Transferred Employee; provided, that nothing in this Section 5.11(c) shall prohibit Seller or its Affiliates from engaging in general solicitations not directed at such Persons an hiring any such Person who responds to such general solicitation or from soliciting, employing or contracting for the services of any such Person whose employment with or engagement by Buyer or any of its Affiliates has been terminated by Buyer or its applicable Affiliate or who has otherwise ceased to be employed or engaged by Buyer or any of its Affiliates for a period of at least three (3) months. (d) Except as set forth in Section 5.11(c) of the Buyer Disclosure Schedule, for a period of eighteen (18) months following the Closing Date, without the prior written consent of Seller, Buyer shall not, and shall cause its Affiliates to not, solicit for employment, employ or contract for the services of any employee of Seller or its Affiliates; provided, that nothing in this Section 5.11(c) shall prohibit Buyer or its Affiliates from engaging in general solicitations not directed at such Persons and hiring any such Person who responds to such general solicitation or from soliciting, employing or contracting for the services of any such Person whose employment with or engagement by Seller or any of its Affiliates has been terminated by Seller or its applicable Affiliate or who has otherwise ceased to be employed or engaged by Seller or any of its Affiliates for a period of at least three (3) months. 5.12 D&O Liabilities. Prior to Closing, Buyer shall use commercially reasonable efforts to have available (subject to the payment of the premium) director and officer “tail coverage” insurance for the Acquired Companies with respect to the period prior to Closing (the “D&O Policy”). At the Closing, the Buyer shall directly pay the costs of securing the D&O Policy (including the premium) to the insurance company, provided that Seller shall bear fifty percent (50%) of the cost of the D&O Policy through the inclusion of such amount as Transaction Expenses.

 
- 51 - 5.13 Employee Matters. (a) Employees. (i) Transferred Employees. No less than twenty (20) Business Days prior to the Closing Date, Seller shall provide Buyer with an updated and final Section 3.14(a) of the Seller Disclosure Schedule, reflecting any changes to the individuals listed thereon as of the date hereof that result from any resignations or terminations in accordance with Section 5.1(j) and the hiring of any individuals following the date hereof in accordance with Section 5.1(g), which Section 3.14(a) of the Seller Disclosure Schedule shall also include accrued but unused paid time off benefits (to the extent such accrued paid time off is not paid by Seller). Not less than fifteen (15) Business Days prior to the Closing Date, Buyer shall offer employment, effective as of the Closing, to each Employee on Section 3.14(a) of the Seller Disclosure Schedule (as updated in accordance with the immediately preceding sentence), with such employment offer contingent on the occurrence of Closing (each an “Offered Employee”). The Offered Employees who accept employment from Buyer or its Affiliates on or prior to the Closing shall be referred to herein as “Transferred Employees.” The Employees who do not accept employment with Buyer or one of its Affiliates, shall be referred to herein as “Non-Transferred Employees.” (ii) Inactive Employees. With respect to any Employee who is on a leave of absence as of the Closing Date (each, an “Inactive Employee”), if such Inactive Employee returns to active employment with the Seller or any of its Affiliates within one hundred and eighty (180) days following the Closing Date (or such longer period as required by applicable Law), then, effective as of the date such Inactive Employee is approved by Seller on a commercially reasonable basis to return to active employment, Buyer shall, or shall cause its Affiliates to, make an offer of employment to such Inactive Employee on the terms described in Section 5.13(a)(iii). Upon accepting such an offer of employment pursuant to this Section 5.13(a)(ii), such Inactive Employee shall become a Transferred Employee. Not less than ten (10) Business Days prior to the Closing, Seller shall provide Buyer with a list of Inactive Employees. (iii) Following the Closing Date, for a period of twelve (12) months, Buyer shall provide each Transferred Employee base compensation and bonus opportunities that, in the aggregate, are comparable to those in effect for such Transferred Employee immediately prior to the Closing Date. Seller shall (A) provide assistance to Buyer to allow Buyer to obtain a completed Employment Eligibility Verification USCIS Form I-9 and verify the identity and employment authorization of each Transferred Employee and (B) cooperate with Buyer in obtaining such documentation from any Transferred Employee, as applicable, in each case, prior to the Closing Date. (iv) Prior to or on the Closing Date, Seller shall and shall cause its Affiliates to either pay each Transferred Employee or accrue on its financial statements (including the Estimated Closing Statement or the Closing Statement) for the following amounts to the extent payable to such Transferred Employee in respect of periods ending on or prior to the Closing Date: (A) all compensation earned but unpaid as of the Closing Date, including wages and commissions; (B) business expenses and other reimbursements incurred but

 
- 52 - unpaid as of the Closing Date; (C) all severance payments earned but unpaid as of the Closing Date; and (D) accrued but unused paid time off benefits as of the Closing Date. (v) If the Closing occurs prior to January 1, 2027, Seller shall, and shall cause its Affiliates to: a. pay to each Transferred Employee his prorated target 2026 bonus on or shortly following the Closing Date; b. contribute for each Transferred Employee who, as of the Closing Date, is a retirement eligible employee (as determined in accordance with the Medical Mutual of Ohio Employees’ Retirement Savings Plan (the “MMO Plan”)), the prorated amount of such Transferred Employee’s 2026 non-elective (Horizons) contributions into such Transferred Employee’s account on or prior to February 15, 2027; and c. accrue on its financial statements (including the Estimated Closing Statement or the Closing Statements) (but not pay) for each Transferred Employee who, as of the Closing Date, is not a retirement eligible employee (in accordance with the MMO Plan), the prorated amount of such Transferred Employee’s 2026 non-elective (Horizons) contributions. (vi) If the Closing occurs on or after January 1, 2027 but before April 1, 2027, Seller shall, and shall cause its Affiliates to: a. pay to each Transferred Employee his actual earned 2026 bonus on or prior to March 15, 2027; and b. contribute for each Transferred Employee who, as of the Closing Date, is eligible under the MMO Plan, the full amount of such Transferred Employee’s 2026 non-elective (Horizons) contributions into such Transferred Employees account on or prior to February 15, 2027. (vii) If the Closing occurs on or after April 1, 2027, Seller shall, and shall cause its Affiliates to: a. pay to each Transferred Employee his actual earned 2026 bonus on or prior to March 15, 2027; b. pay to each Transferred Employee his prorated target 2027 bonus on or shortly following the Closing Date; and c. contribute for each Transferred Employee who, as of the Closing Date, is eligible under the MMO Plan, the full amount of such Transferred Employee’s 2026 non-elective (Horizons) contributions into such Transferred Employee’s account on or prior to February 15, 2027.

 
- 53 - (viii) Terminating Employees. Seller shall, and shall cause its Affiliates to, terminate the employment of Transferred Employees no later than immediately prior to the Closing Date. Seller and its respective Affiliates agree to provide, or cause to be provided, any required notice under the WARN Act, with respect to any “plant closing” or “mass layoff” or similar event affecting any Transferred Employee prior to the Closing Date. Buyer agrees to provide or cause to be provided any required notice under the “WARN Act”, with respect to any “plant closing” or “mass layoff” or similar event affecting Transferred Employees and occurring on or after the Closing Date. (ix) Employment Agreements. Seller and its Affiliates hereby consent to the hiring by Buyer or any of its Affiliates of each Transferred Employee and agree not to enforce any non-competition or similar covenant that could, but for this provision, prevent such Transferred Employee from fulfilling the terms and conditions of his, her, or its services to Buyer or any of its Affiliates following the Closing. Following the date hereof, Seller and its Affiliates will make its Employees reasonably available to Buyer or its Affiliates to facilitate Buyer’s compliance with its obligations under Section 5.13(a)(i) to offer employment to such Employees. (b) Employee Communications. (i) During the period from the date hereof through the Closing Date, Buyer and Seller shall reasonably cooperate to communicate to the Employees the details of the proposed terms and conditions of their employment with Buyer or its Affiliates. (ii) Without limiting the generality of the foregoing, Seller shall reasonably cooperate with Buyer in good faith and make available the Employees identified by name or position on Annex A for, and shall use reasonable best efforts to facilitate, discussions with Buyer regarding the continued employment by Buyer of such Employees from and after the Closing Date. (c) Retention Bonuses. With respect to each bonus agreement by and between a Transferred Employee and Seller or its Affiliates providing for a bonus that is payable upon such Transferred Employee’s employment with the Seller or its Affiliates through a specific date (“Retention Bonus Agreement”), Seller shall, and shall cause its Affiliates to, remit payment of the bonus amount payable pursuant to the terms of any such Retention Bonus Agreement to such Transferred Employee. (d) Transferred Employee Personnel Files. Subject to and in accordance with applicable Law, at or promptly following the Closing Date, Seller shall, and shall cause its Affiliates to, cooperate in good faith to grant access to or transfer copies to Buyer all Transferred Employees’ personnel files solely related to performance reviews and ratings, disciplinary records, and other performance-related records for the last two (2) years prior to Closing Date, as well as information related to any background checks performed for each Transferred Employee (the “Transferred Employee Personnel Files”); provided, however, that neither Seller nor any of its Affiliates will grant access to or transfer a copy of any Transferred Employee Personnel File to Buyer or any of its Affiliates (A) to the extent prohibited by applicable Law, prior to the receipt by Seller or any of its Affiliates of such Employee’s consent to such access or transfer and (B)

 
- 54 - unless such employee is a Transferred Employee; and provided, further, that nothing herein shall require delivery of physical records of Transferred Employee Personnel Files if doing so would be unduly burdensome for Seller or its Affiliates, but in which case Seller or its Affiliates shall cooperate with Buyer to provide reasonable access to such physical records as soon as reasonably practicable following the Closing Date. For the avoidance of doubt, if no consent is required under applicable law, Seller will grant access to or provide the Transferred Employee Personnel Files at or promptly following the Closing Date to the Buyer and its Affiliates without any request for consent from the applicable Transferred Employee. (e) Employee Benefit Plans and Past Service Credit. Effective no later than immediately prior to the Closing Date, Seller shall take all actions necessary and appropriate to terminate the participation of the Transferred Employees in any Employee Plan maintained for the benefit of such Transferred Employees, and the Transferred Employees shall, from and after the Closing Date, be eligible to participate in employee plans that are generally available to similarly situated employees of Buyer. With respect to severance and vacation benefits and any employee benefit plan maintained by Buyer or an Affiliate of Buyer for the benefit of any Transferred Employee, effective as of the Closing Date, Buyer shall, or shall cause its Affiliate to, subject to subclause (f) below, recognize the Transferred Employee’s service with the Seller or its Affiliates, as if such service were with Buyer, for vesting, eligibility and severance and vacation accrual rate purposes (but not for any purposes under any defined benefit plan or eligibility under any retiree life or medical plan), provided, however, such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. (f) Accrued PTO. Seller shall reflect as accrued liabilities (and not paid prior to or on the Closing Date to the applicable Transferred Employee) on the Estimated Closing Statement or Closing Statement the amount of accrued but unused paid time off credited for the benefit of each Transferred Employee as of the Closing Date. To the extent reflected on the Estimated Closing Statement and Closing Statement, Buyer shall or shall cause its applicable Affiliate to credit each Transferred Employee with the amount of accrued but unused paid time off as of the Closing Date. (g) COBRA Coverage. Seller will or will cause an Affiliate of Seller to retain liability for any required group health plan continuation coverage pursuant to Code §4980B (“COBRA”) for any Employees and their “qualified beneficiaries” (as defined in Code §4980B(g)(1)) with respect to any “qualifying event” (as defined in Code §4980B(f)(3)) that occurs on or prior to the Closing Date. Buyer will provide, or cause applicable Affiliate to provide, COBRA coverage for the Transferred Employees and their qualified beneficiaries with respect to “qualifying events” occurring on or after the Closing Date. (h) Section 280G. With respect to each employee of the Seller or its Affiliates who is, or would reasonably be expected to be as of the Closing Date, a “disqualified individual” (as defined in Section 280G(c) of the Code), the Seller or its Affiliates shall (i) (A) ensure that any payments by Seller and its Affiliates that would otherwise constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code) shall be exempt from the definition of “parachute payment” by reason of the exemption provided under Section 280G(b)(5)(A)(ii) of the Code, and (B) take all actions reasonably necessary to so exempt such payments (including obtaining any necessary waivers or consents from such “disqualified individuals”) prior to the Closing Date; or

 
- 55 - (ii) not make any payments that would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code). 5.14 Release. If, but only if, the Closing occurs, then Seller and its Affiliates hereby forever, absolutely, unconditionally and irrevocably release and discharge the Acquired Companies from all obligations and liabilities of the Acquired Companies to Seller or any of its Affiliates, all agreements and understandings of the Acquired Companies involving Seller or any of its Affiliates, and all rights, claims and causes of action (whether at law or in equity and whether or not currently known to exist) of Seller or any of its Affiliates against the Acquired Companies that are a result of, involve or otherwise exist by reason of any act, omission, fact, circumstance or other matter, cause or thing whatsoever that arose, occurred or existed before the Closing, including without limitation any indemnification obligations to Seller or any of its Affiliates, and the right to advancement and reimbursement of expenses, pursuant to the organizational documents of the Acquired Companies; provided, however, that nothing in this Section 5.14 waives, releases or restricts in any manner whatsoever any of Seller’s rights arising out of this Agreement or any of the Transaction Documents. 5.15 No Shop. (a) From the date hereof until the earlier of the Closing Date and the date that this Agreement is terminated pursuant to Article VII, Seller shall not, and shall cause its Affiliates and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, encourage, accept or facilitate any inquiry, indication of interest, proposal or offer from any person or entity (other than Buyer or its Affiliates) relating to or in connection with an Alternative Transaction (as defined below), (ii) participate in, negotiate, discuss, accept or enter into any agreement, arrangement or understanding with any person (other than Buyer or its Affiliates) relating to, or reasonably expected to lead to, an Alternative Transaction, (iii) provide information to any Person with respect to, or otherwise cooperate in any way or assist or participate in connection with, any proposal that constitutes or could reasonably be expected to lead to, an Alternative Transaction, or (iv) commit to, enter into or consummate any Alternative Transaction. (b) For purposes hereof, “Alternative Transaction” means any inquiry, offer or proposal by any person or group of persons (other than Buyer or any of its Affiliates or Representatives) relating to, in a single transaction or series of related transactions, any direct or indirect (i) acquisition of any material portion of the Business, including any material portion of the consolidated assets, reserves, revenues or net income of the Business, (ii) merger, amalgamation, consolidation, share exchange, business combination, sale of a portion of the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction, or sale or acquisition of any of the equity or other ownership interests (including any security convertible into or exercisable or exchangeable for such equity or other ownership interests) of any Acquired Company, or (iii) any combination of the foregoing, whether in a single transaction or a series of related transactions. (c) Seller acknowledges and agrees that the restrictions contained herein are reasonable and necessary to protect Buyer’s legitimate business interest and, if violated, may cause Buyer irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, Seller agrees that if any portion of this Section 5.15 is breached, then Buyer may. at its election,

 
- 56 - in any court of competent jurisdiction, and in addition to any other remedy available to it, obtain specific performance of such provision or enjoin Seller or its Affiliates from engaging in the activities prohibited by this Section 5.15, in each case without any requirement to post a bond for such purpose. 5.16 Intercompany Agreements (a) Seller shall cause the termination of all Intercompany Agreements on or prior to the Closing Date. Seller shall cause all intercompany balances between Seller or any Affiliate of Seller (other than the Acquired Companies), or any of their respective directors, officers or managers, on one hand, and the Acquired Companies, on the other hand, to be paid in full and settled immediately prior to the Closing. As of immediately after the Closing, the Acquired Companies shall have no further liability for any intercompany balances. (b) Effective as of the Closing, with respect to occurrences taking place from and after the Closing Date, Seller shall cause the Acquired Companies to cease to be insured by any insurance policies of Seller or any of its Affiliates (other than any policies held directly by an Acquired Company) or by any of their self-insured programs. With respect to events or circumstances relating to any Acquired Company that occurred or existed prior to the Closing Date that are covered by occurrence-based third-party liability insurance policies of Seller or its Affiliates (other than the Acquired Companies) or any workers’ compensation insurance policies or comparable workers’ compensation self-insurance programs sponsored by Seller or its Affiliates and that apply to the locations at which the Acquired Companies operate their respective businesses, Buyer may, and may cause the Acquired Companies to, make claims under such policies and programs. Seller shall provide reasonable cooperation and assistance in the pursuit of such claims. With respect to any open claims against the insurance policies of Seller or its Affiliates (other than the Acquired Companies) relating to losses or damages suffered by an Acquired Company prior to the Closing, Seller shall reasonably assist and cooperate with Buyer in the pursuit and collection of such claims and remit any net proceeds they realize from such claims to Buyer upon full and final settlement of such claims. 5.17 Bank Accounts. Prior to the Closing, to the extent permissible by the applicable banks, Seller shall change, effective as of the Closing, the individuals authorized to draw on or having access to the bank, savings, deposit or custodial accounts and safe deposit boxes maintained by the Acquired Companies to the individuals designated by Buyer in writing no later than five (5) Business Days prior to Closing. If a bank will not permit a change to be effective until following the Closing, the Seller will cooperate with the Buyer to effect the change as soon as practicable following the Closing. 5.18 Specified Shared Contracts. From and after the Closing Date through the term of the Transition Services Agreement, Seller and its Affiliates shall, and shall cause their Affiliates to, cooperate with Buyer and its Affiliates to the extent reasonably requested by Buyer to assist Buyer in its efforts to enter into a new agreement with the counterparty to any Shared Contract listed in Annex E (collectively, the “Specified Shared Contracts”), or an amendment, bifurcation or assignment of such Specified Shared Contract, with respect to the matters addressed by such Specified Shared Contract that are related to the Business such that the identifiable and severable portions of such Specified Shared Contracts that are related to the Business may be transferred to

 
- 57 - Buyer or its applicable Affiliate; provided, that Seller and its Affiliates shall not be required to compromise any right, asset or benefit or expend any amount or incur any Liabilities or provide any other consideration (other than third party costs as contemplated by Section 5.19(c)) in connection with any Specified Shared Contract. 5.19 Transition Coordination. (a) Between the date hereof and the Closing, Seller and Buyer shall, and shall cause their respective Affiliates and Representatives to, reasonably cooperate, discuss in good faith and commence development of a separation and migration plan that will address and schedule the plans to transition the performance of the services under the Transition Services Agreement, including Separation and Migration (together, the “Separation and Migration Plan”), in each case, pursuant to the Transition Services Agreement. (b) Unless otherwise agreed by the parties, the Separation and Migration Plan shall include, among other things, the following: (i) phases of implementation; (ii) milestones; (iii) each party’s roles and responsibilities, including resources; (iv) service interdependency issues; and (v) delineations between Separation and Migration activities (each as defined above). (c) Notwithstanding anything to the contrary, Seller shall bear all costs related to the Separation, and Buyer shall bear all costs relating to the Migration, provided that, at no additional cost to Buyer and its Affiliates, Seller shall provide reasonable knowledge transfers (x) in connection with the integration of the Transition Services into the operating environment of Buyer and its Affiliates, (y) to assist Buyer and its Affiliates in the migration and integration of the Transition Services, and (z) to assist Buyer and its Affiliates in connection with the integration of the Businesses. (d) In connection with the Separation and Migration Plan, the parties shall establish a Separation and Migration committee consisting of at least one representative of each of Buyer and Seller and that will be responsible, among other tasks, for: (i) setting regular meetings of the committee; (ii) making reasonably available appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for the planning for the provision of services pursuant to the Transition Services Agreement and the planning for the migration and integration of the Business; (iii) developing the Separation and Migration Plan; (iv) discussing the status of obtaining Third-Party Consents in accordance with Section 5.4(a); (v) reviewing, revising and updating, where appropriate and subject to the parties’ written agreement, the schedules to the Transition Services Agreement between the date hereof and the Closing Date, with each party acting reasonably and in good faith, and (vi) dedicating commercially reasonable resources to accomplish the foregoing. 5.20 Remedies for Breaches of Sufficiency Representation. From and after the Closing until the earlier of the (a) expiration of the term of the Transition Services Agreement or (b) two (2) year anniversary of the Closing Date, if Buyer reasonably believes that Seller has breached Section 3.21(b) because an asset or service owned or leased by Seller or its Affiliates (other than the Acquired Companies) if exclusively used in the operation or conduct of the Business is not listed on Section 1.1(d) of the Seller Disclosure Schedule, Buyer may provide written notice of such breach to Seller. Upon receipt of such notice, to the extent such a breach has actually occurred

 
- 58 - as determined by the mutual agreement of Seller and Buyer acting in good faith, Seller shall as promptly as reasonably practicable either (i) transfer the asset that is exclusively used in the operation or conduct of the Business to Buyer to cure such breach at no additional cost to the Buyer, or (ii) in connection with any breach where the Buyer notifies the Seller within twelve (12) months following the Closing, provide, or cause to be provided, such additional services to Buyer (at no cost to the Buyer) under the Transition Services Agreement and in accordance with and subject to its terms and conditions, for a period up to but no longer than the term of the Transition Services Agreement, to cure such breach. Buyer acknowledges and agrees that, if the Buyer elects to exercise its rights under this Section 5.20, the remedies of this Section 5.20 would be in lieu of, and not in addition to, any right to indemnification for breach of Section 3.21(b) that would otherwise be available to Buyer hereunder. For the avoidance of doubt, (x) the Buyer may elect to pursue indemnification hereunder in connection with any breach or purported breach of Section 3.21(b), provided that the remedies available to Buyer under this Section 5.20 will not be available to Buyer with respect to the underlying facts giving rise to any such claim for indemnification, and (y) nothing in this Section 5.20 shall be construed to limit the parties’ rights and obligations under the Transition Services Agreement. ARTICLE VI CONDITIONS PRECEDENT 6.1 Conditions to Each Party’s Obligations. The obligations of Buyer and Seller to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver in writing by the parties hereto at or prior to the Closing of the following conditions: (a) No Injunctions or Restraints; Illegality. (i) There shall not be in effect any Order, injunction (whether temporary, preliminary or permanent) or other legal restraint or prohibition issued by any Court or Governmental Authority of competent jurisdiction that has the effect of making the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the transactions contemplated hereby, and (ii) there shall not be any Law or Order enacted, entered, enforced or deemed applicable to the transactions contemplated hereby which makes the consummation of the transactions contemplated hereby illegal. 6.2 Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by Buyer in writing at or prior to the Closing of the following additional conditions: (a) Representations and Warranties. (i) The Fundamental Representations of Seller shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date in all respects, and (ii) each of the other representations and warranties of Seller contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Seller Material Adverse Effect, shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date with the same effect as if made on and as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such date), in the case of the foregoing clause (ii), except where the failure of any such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect;

 
- 59 - (b) Covenants and Agreements. Seller shall have performed and complied in all material respects with each covenant and agreement required by this Agreement to be performed or complied with by it on or prior to the Closing Date; (c) Closing Deliveries. Seller shall have delivered or caused to be delivered to Buyer each of the documents required to be delivered pursuant to Section 2.3(a); (d) No Litigation. No Proceeding shall be pending before any Governmental Authority against Buyer or Seller that seeks to prevent the consummation of the purchase and sale of the ESI Membership Interests or any other material transaction contemplated by the Transaction Documents, declare such transactions unlawful, or cause such transactions to be rescinded, and no Order shall have been issued by any Governmental Authority that has any of the foregoing effects; (e) Seller Material Adverse Effect. Since the date hereof, there shall not have been any Seller Material Adverse Effect; and 6.3 Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by Seller in writing at or prior to the Closing of the following additional conditions: (a) Representations and Warranties. (i) The Fundamental Representations of Buyer shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date in all respects, and (ii) each of the other representations and warranties of Buyer contained in this Agreement (other than the Fundamental Representations), disregarding all qualifications or exceptions contained therein relating to materiality or Buyer Material Adverse Effect, shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date with the same effect as if made on and as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such date), in the case of the foregoing clause (ii), except where the failure of any such representations and warranties to be so true and correct would not reasonably expected to have, individually or in the aggregate, a Buyer Material Adverse Effect; (b) Covenants and Agreements. Buyer shall have performed and complied in all material respects with each covenant and agreement required by this Agreement to be performed or complied with by it on or prior to the Closing Date; (c) Closing Deliveries. Buyer shall have delivered or caused to be delivered to Seller each of the documents required to be delivered pursuant to Section 2.3(b); and (d) No Litigation. No Proceeding shall be pending before any Governmental Authority against Buyer or Seller that seeks to prevent the consummation of the purchase and sale of the ESI Membership Interests or any other material transaction contemplated by the Transaction Documents, declare such transactions unlawful, or cause such transactions to be rescinded, and no Order shall have been issued by any Governmental Authority that has any of the foregoing effects.

 
- 60 - ARTICLE VII TERMINATION 7.1 Termination. This Agreement may be terminated at any time prior to the Closing: (a) by mutual written consent of Buyer and Seller; (b) by either Buyer, on the one hand, or Seller, on the other hand, in writing, if the Closing has not occurred on or prior to the Outside Date, unless the failure of the Closing to occur has been caused by a breach of this Agreement by any party seeking to terminate this Agreement. “Outside Date” means the date that is six (6) months from the date of this Agreement. (c) by either Buyer, on the one hand, or Seller, on the other hand, in writing, if there shall be any order, injunction or decree of any Governmental Authority that prohibits or restrains any party from consummating the transactions contemplated hereby, and such order, injunction or decree shall have become final and non-appealable; or (d) by either Buyer, on the one hand, or Seller, on the other hand (but only so long any party seeking to terminate is not in breach under this Agreement) in writing, if a breach of any provision of this Agreement that has been committed by the Buyer, in the case of a termination by Seller, or by Seller, in the case of a termination by Buyer, would cause the failure of any mutual condition to Closing or any condition to Closing for the benefit of the non-breaching party and such breach is not capable of being cured by the Outside Date or is not cured within forty-five (45) calendar days after the breaching party receives written notice from the non-breaching party that the non-breaching party intends to terminate this Agreement pursuant to this Section 7.1(d). 7.2 Effect of Termination. If this Agreement is terminated pursuant to Section 7.1, this Agreement shall become null and void and of no further force and effect without liability of either party (or any Representative of such party) to the other party to this Agreement; provided, that no such termination shall relieve a party from liability for any material breach of this Agreement occurring prior to such termination. Notwithstanding the foregoing, Section 1.1, Section 5.3(a), this Section 7.2, and Article X shall survive termination hereof pursuant to Section 7.1. ARTICLE VIII TAX MATTERS 8.1 Liability for Taxes. (a) Except as otherwise provided in the Transaction Documents, Seller shall, without duplication, be liable for and pay, and shall indemnify and hold harmless the Buyer Indemnitees from and against, any Indemnified Taxes and any other Taxes attributable to or related to any Excluded Liabilities. Notwithstanding the foregoing, Seller shall not be responsible for and shall not indemnify and hold the Buyer Indemnitees harmless from or against any Taxes (A) to the extent taken into account on the Closing Statement, (B) related to any action outside the ordinary course and inconsistent with past practice with respect to the Acquired Companies taken on the Closing Date after the Effective Time by Buyer or any of its Affiliates (a “Buyer Tax Act”), or (C) for which Buyer is responsible under Section 8.1(b).

 
- 61 - (b) Except as otherwise provided in the Transaction Documents, Buyer shall be responsible for, and shall indemnify and hold the Seller Indemnitees harmless from and against (i) Transfer Taxes borne by Buyer pursuant to Section 8.4(f) and (ii) any Taxes attributable to a Buyer Tax Act or any breach by Buyer or any of its Affiliates of any covenant under this Agreement. (c) For purposes of this Agreement, whenever it is necessary to determine the portion of any Taxes imposed on or with respect to the Acquired Companies for the Straddle Period, the amount of any real property, personal property or similar ad valorem Taxes which are imposed on a periodic basis shall be determined ratably on a per diem basis, and the amount of any other Taxes that are allocable to the Pre-Closing Tax Period shall be determined based on an interim closing of the books of the Acquired Companies as of the Closing Date and, to the extent relevant, in accordance with the provisions of Treasury Regulations Section 1.1502-76(b)(1)(ii)(A) and (B) (and similar provisions of state, local or non-U.S. Law). 8.2 Tax Returns. (a) (i) Seller shall timely prepare and file or cause to be timely prepared and filed when due (taking into account all extensions properly obtained) (A) all Tax Returns that are required to be filed by or with respect to either of the Acquired Companies on a combined, consolidated or unitary basis with Seller or any Affiliate thereof (other than the Acquired Companies) and (B) all other Tax Returns of either of the Acquired Companies due on or prior to the Closing Date (such Tax Returns, the “Seller Returns”). Seller shall remit or cause to be remitted any Taxes due in respect of the Seller Returns. (ii) Buyer shall prepare and timely file, or cause to be prepared and timely filed when due (taking into account all extensions properly obtained) all other Tax Returns for the Acquired Company for all Straddle Periods (such Tax Returns, the “Straddle Returns”). Seller shall be responsible for all Taxes of the Acquired Company relating to the portion of any Straddle Period included in any Pre-Closing Tax Period, but only to the extent (if any) that such Taxes exceed the amount reserved for such Taxes on the Closing Statement and included in the computation of Net Working Capital. (iii) Buyer shall prepare and timely file or cause to be prepared and timely filed when due (taking into account all extensions properly obtained) all other Tax Returns of either of the Acquired Companies required to be filed after the Closing Date other than the Seller Returns and the Straddle Returns, and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. (iv) Except as otherwise required by applicable Law, all Tax Returns that Buyer is required to file or cause to be filed in accordance with this Section 8.2(a) that relate to any Taxable year or period beginning before the Closing Date shall be prepared and filed in a manner consistent with past practice and, on such Tax Returns, except as required by applicable Law, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods adopted in preparing and filing similar Tax Returns in prior periods. With respect to any such Tax Return to be filed

 
- 62 - by Buyer, not less than thirty (30) days prior to the due date for such Tax Return, taking into account extensions (or, if such due date is within thirty (30) days following the Closing Date, as promptly as practicable following the Closing Date), Buyer shall provide Seller with a draft copy of such Tax Return for Seller’s review and comment. Buyer shall incorporate all reasonable comments of Seller, provided, that such comments are received by Buyer not less than fifteen (15) days prior to the due date for such Tax Return, taking into account extensions (or, if such due date is within thirty (30) days following the Closing Date, as promptly as practicable following receipt of such Tax Return from Buyer). If the parties are unable to resolve Seller’s objections, any remaining objections shall be referred to the Independent Accounting Firm in accordance with the procedures set forth in Section 2.5(d)(iv) through Section 2.5(d)(vii), which shall apply mutatis mutandis, except that Buyer and Seller will direct the Independent Accounting Firm to render a determination within ten (10) days after its retention. (b) Except as required by applicable Law or the terms of this Article VIII, none of Buyer or any Affiliate of Buyer shall (or shall cause or permit either Acquired Company to) (i) make, rescind, or change any Tax election, accounting period, or accounting method; (ii) file, amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return; (iii) engage in any voluntary disclosure or similar process with any Tax Authority with respect to Taxes or Tax Returns of the Acquired Company; (iv) take any Buyer Tax Act; or (v) take any other action with respect to a Pre-Closing Tax Period to the extent Seller could have any additional Tax Liability as a result, in each case, relating in whole or in part to the Acquired Companies with respect to any Pre-Closing Tax Period without the prior written consent of Seller. (c) Any refunds of or credits against Taxes (including any interest paid or credited with respect thereto) of, or with respect to, any Acquired Company that are attributable or allocable to any Pre-Closing Tax Period will be for the benefit of Seller, except to the extent any such refunds or credits are taken into account on the Closing Statement or are received as a result of any losses realized by an Acquired Company after the Closing Date that are required by applicable Law to be carried back to a Tax Refund of the Seller for a Pre-Closing Tax Period. Each party will pay promptly the amount of any refunds (whether received as a refund or as a credit against or an offset of Taxes otherwise payable), net of any expenses (including Taxes) received by them to the extent such refunds belong to the other party. In the event that any such Tax refund or credit described in this Section 8.2(c) is subsequently contested by any Tax Authority, such contest shall be handled in accordance with Section 8.3. 8.3 Contest Provisions. (a) Buyer shall promptly notify Seller in writing upon receipt by Buyer, any of its Affiliates or the Acquired Companies of notice of any pending or threatened (in writing) federal, state, local or foreign Tax audits, examinations or assessments which might affect the Tax Liabilities for which Seller may be liable pursuant to this Agreement. (b) Seller shall have the right to control any Tax audit or administrative or court proceeding relating to Pre-Closing Tax Period or relating to a Tax for which Seller otherwise may be liable pursuant to this Agreement, and to employ counsel of Seller’s choice at Seller’s expense;

 
- 63 - provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding with respect to Taxes imposed on the Acquired Companies; provided, however, neither Buyer nor any of its Affiliates shall be entitled to participate in any such audit or proceeding to the extent such audit or proceeding relates solely to Taxes imposed or calculated on a combined, consolidated or unitary basis with Seller or any Affiliate of Seller. If Seller choose not to control any Tax audit or proceeding it is entitled to control pursuant to this Section 8.3, Buyer may defend the same in such manner as it may deem appropriate and Seller shall have the right to participate in such audit or proceeding relating solely to a Pre-Closing Tax Period. Neither Buyer nor any Affiliate of Buyer shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes relating to any Pre-Closing Tax Period or relating to a Tax for which Seller would be liable pursuant to this Agreement without the prior written consent of Seller (which may not be unreasonably withheld, conditioned, or delayed). 8.4 Assistance and Cooperation. On and after the Closing Date, each of Seller and Buyer shall (and shall cause their respective Affiliates to): (a) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with 8.2, and in connection therewith, provide the other party with any necessary powers of attorney; (b) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in Section 8.4(g) (relating to sales, transfer and similar Taxes); (c) cooperate fully in preparing for and defending any audits of, or disputes with Tax Authority regarding any Tax Returns of or with respect to either of the Acquired Companies; (d) make available to the other party and to any Tax Authority as reasonably requested all information, records and documents relating to Taxes of or with respect to either of the Acquired Companies for which the other party is liable pursuant to this Agreement; provided that Seller and its Affiliates are not obligated to provide any affiliated, consolidated, combined, unitary, or similar group Tax Returns or Tax work papers of any such group of which Seller is a member, except to the extent such workpapers (i) relate solely to any of the Acquired Companies with respect to Pre-Closing Tax Periods and (ii) are necessary for the completion of Tax Returns of Seller pursuant to Section 8.2(a)(ii) or Section 8.2(a)(iii); and (e) furnish the other party with copies of all correspondence received from any Tax Authority in connection with any Tax audit or information request with respect to any Tax period for which the other party is liable for Taxes under this Agreement. (f) Transfer Taxes. Except as otherwise provided in the other Transaction Documents, all Tax Returns with respect to Transfer Taxes incurred in connection with or as a consequence of the transactions contemplated by this Agreement shall be timely filed by the party hereto responsible for such filing under applicable Law, and all such Transfer Taxes (and all reasonable out-of-pocket costs for preparation of such Tax Returns) shall be borne 50% by Seller and 50% by

 
- 64 - Buyer. Buyer and Seller shall reasonably cooperate to reduce or eliminate any Transfer Taxes to the extent permitted by applicable Law. 8.5 Other Tax Matters. (a) Except as provided in Article IX, this Article VIII shall exclusively govern any indemnification claims with respect to Taxes. (b) Any claim for indemnity under this Article VIII may only be made at a time prior to sixty (60) days after the expiration of the applicable Tax statute of limitations with respect to the relevant Taxable period (including all periods of extension, whether automatic or permissive). 8.6 Purchase Price Allocation. The parties hereto acknowledge and agree that the transfer of the Transferred Assets and the Acquired Companies constitutes a transaction described in Section 1060 of the Code. Within sixty (60) days following the completion of the Closing Statement, Buyer shall deliver to Seller a schedule (the “Allocation Schedule”) allocating the Purchase Price and all other amounts treated as consideration for federal income tax purposes, as finally determined, among the Transferred Assets and the assets of the Acquired Companies. The Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and any applicable Treasury Regulations promulgated thereunder. If, within sixty (60) days following delivery of the Allocation Schedule by Buyer to Seller, Seller does not notify Buyer in writing of its disagreement with the Allocation Schedule, the Allocation Schedule shall be final and binding. If, within such 60-day period, Seller notifies Buyer that Seller disputes any item(s) reflected therein, Buyer and Seller shall cooperate in good faith to resolve any dispute. The Allocation Schedule and other determinations made pursuant to this Section 8.6 shall be modified as appropriate in accordance with this Section 8.6 to reflect any adjustments in the consideration (as such term is used in Section 1060 of the Code) made following the Closing in accordance with this Agreement. Buyer and Seller shall prepare and file all Tax Returns (including IRS Form 8594) in a manner consistent with the Allocation Schedule and will promptly provide each other with any other information required to complete such Tax Returns (including Form 8594); provided, however, that if Buyer and Seller are unable to resolve any dispute within thirty (30) days following such written notification by Buyer to Seller, Buyer and Seller shall promptly submit the items in dispute to the Independent Accounting Firm in accordance with the procedures set forth in Section 2.5(d)(iv) through Section 2.5(d)(vii), which shall apply mutatis mutandis, except that Buyer and Seller will direct the Independent Accounting Firm to render a determination within thirty (30) days after its retention. ARTICLE IX SURVIVAL AND INDEMNIFICATION 9.1 Survival of Representations and Warranties. All representations and warranties made by Seller and Buyer in this Agreement shall survive the Closing Date and expire on the date that is eighteen (18) months from the Closing Date; provided, however, that (i) the representations and warranties set forth in Section 3.16 (Taxes) shall survive until sixty (60) days after the expiration of the applicable statute of limitations, and (ii) the representations and warranties set forth in Sections 3.1(a) (Organization and Qualification), 3.3 (Capitalization), 3.4 (Authority; Enforceability), 3.24 (Brokers), 4.1 (Organization), 4.2 (Authority; Enforceability) and 4.6

 
- 65 - (Brokers) (such representations and warranties in clause (ii), the “Fundamental Representations”) shall survive the Closing for the maximum period of time allowed under applicable Law. The covenants or other agreements made by Seller or Buyer in this Agreement which by their terms contemplate performance prior to the Closing Date shall survive the Closing Date and expire on the date that is six (6) months following the Closing Date. Each covenant or other agreement made by Seller or Buyer which by its terms contemplate performance after the Closing Date shall survive the Closing until sixty (60) days after the applicable time period expressly set forth herein, or, if no time period is specified, until sixty (60) days after it is fully performed. The period of time a covenant, agreement, representation or warranty survives the Closing pursuant to this Section 9.1 shall be the “Survival Period” with respect to such covenant, agreement, representation or warranty. The parties acknowledge that the time periods set forth in this Article IX for the assertion of claims under this Agreement are the result of arms-length negotiation between the parties and that the parties intend for such time periods to be enforced as agreed by the parties. 9.2 Indemnification. (a) Subject to the limitations set forth in this Article IX, from and after the Closing Date, Seller shall indemnify and hold harmless Buyer, its Affiliates (including the Acquired Companies) and their respective Representatives (the “Buyer Indemnified Persons”) from and against Indemnifiable Losses incurred by them arising out of or resulting from any of the following matters: (i) any breach of any representation or warranty of Seller contained in this Agreement or in any certificate furnished by Seller pursuant to this Agreement (other than those with respect to any Fundamental Representation by Seller); (ii) any breach of any representation or warranty of any Fundamental Representation of Seller made in this Agreement or in any certificate furnished by Seller pursuant to this Agreement with respect thereto; (iii) any breach or nonfulfillment by Seller of its covenants or agreements contained in this Agreement; and (iv) any Excluded Liabilities. (b) Subject to the limitations set forth in this Article IX, from and after the Closing Date, Buyer shall indemnify and hold harmless Seller, its Affiliates and their respective Representatives, successors and permitted assigns (the “Seller Indemnified Persons”) from and against any Indemnifiable Losses incurred by them arising out of or resulting from any of the following matters: (i) any breach of any representation or warranty of Buyer contained in this Agreement or in any certificate furnished by Buyer pursuant to this Agreement (other than with respect to any Fundamental Representations by Buyer); (ii) any breach of any representation or warranty of any Fundamental Representation of Buyer made in this Agreement or in any certificate furnished by Buyer pursuant to this Agreement with respect thereto;

 
- 66 - (iii) any breach or nonfulfillment by Buyer of its covenants or agreements contained in this Agreement; and (iv) the Transferred Liabilities. (c) For purposes of determining whether any representation or warranty has been breached and the amount of the Indemnifiable Losses under this Article IX, each representation and warranty contained in this Agreement (other than the first sentence of Section 3.11 or the use of the defined term “Material Contracts”) shall be read without regard to any materiality, Seller Material Adverse Effect or Buyer Material Adverse Effect qualifier contained therein. 9.3 Certain Limitations. (a) No party shall be obligated to indemnify and hold harmless the Indemnitees under Section 9.2(a)(i) (in the case of Seller) or Section 9.2(b)(i) (in the case of Buyer) (i) unless and until the aggregate amount of all Indemnifiable Losses of the Indemnitees under such Section 9.2(a)(i) or Section 9.2(b)(i), as the case may be, exceeds Eight Hundred Sixty-Two Thousand Five Hundred dollars ($862,500) (the “Deductible”), at which point such Indemnitor shall be liable to its respective Indemnitees for the value of the Indemnitee’s claims under Section 9.2(a)(i) or Section 9.2(b)(i), as the case may be, for amounts in excess of the Deductible, subject to the limitations set forth in this Article IX. Except in the case of fraud, the maximum aggregate liability of Seller for any and all Indemnifiable Losses under Section 9.2(a)(i) shall be Eleven Million Five Hundred Thousand Dollars ($11,500,000). Except in the case of fraud, the maximum aggregate liability of Buyer for any and all Indemnifiable Losses under Section 9.2(b)(i), shall be Eleven Million Five Hundred Thousand Dollars ($11,500,000). (b) Except in the case of fraud, the maximum aggregate liability of Seller, on the one hand, and Buyer on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses under Section 9.2(a)(ii) in the case of Seller, or Section 9.2(b)(ii) in the case of Buyer, shall be an amount equal to the Purchase Price. (c) The representations, warranties and covenants of Seller, and the Buyer Indemnified Persons’ rights to indemnification with respect thereto, shall not be affected or deemed waived by reason of (and the Buyer Indemnified Persons shall be deemed to have relied upon such representations and warranties of Sellers set forth herein notwithstanding) (i) any investigation made by or on behalf of any of the Buyer Indemnified Persons (including any of their Representatives) or by reason of the fact that any of the Buyer Indemnified Persons or their Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate, regardless of whether such investigation was made or such knowledge was obtained before or after the execution and delivery of this Agreement or (ii) Buyer’s waiver of any condition set forth in Article VI. (d) Once an Indemnifiable Loss is agreed to by the Indemnitor or finally adjudicated to be payable pursuant to this Article IX, the Indemnitor shall satisfy its obligations within twenty (20) Business Days. (e) The amount of any Indemnifiable Loss shall be limited to the amount of any Indemnifiable Loss that remains after deducting therefrom any insurance proceeds and any

 
- 67 - indemnity, contribution or other similar payment received by the Indemnitee in respect of any such claim. No party hereto shall be obligated to indemnify any Person with respect to any Indemnifiable Losses for which written notice for indemnification was not duly delivered to such party on or prior to the expiration of the applicable Survival Period set forth in Section 9.1. 9.4 Definitions. As used in this Agreement: (a) “Indemnitee” means any Person entitled to indemnification under this Agreement; (b) “Indemnitor” means any Person required to provide indemnification under this Agreement; (c) “Indemnifiable Losses” means any and all damages, losses, Liabilities, costs and expenses (including reasonable attorneys’ fees and expenses associated therewith), but shall not include (i) any Liability, loss, damage, cost and expense that has been accrued for or reserved against in the Financial Statements; or (ii) lost profits, loss of production, lost revenue, lost business opportunity, diminution of value, damage to reputation, damages based on a multiple of revenue, or indirect, incidental, consequential, special, exemplary, or punitive damages of any kind, other than (A) to the extent such damages are awarded and payable to any unaffiliated third party against an Indemnitee in connection with a Third Party Claim for which indemnification is required hereunder, or (B) damages for lost profits or diminution in value to the extent (y) such damages are recoverable under the laws of the State of New York, and (z) the Indemnitee satisfies all elements necessary for proof of such damages under such laws. (d) “Third Party Claim” means any claim, action, suit, or proceeding made or brought by any Person that is not an Indemnitee. 9.5 Procedures for Third Party Claims. (a) If any Indemnitee receives notice of assertion or commencement of any Third Party Claim against such Indemnitee in respect of which an Indemnitor may be obligated to provide indemnification under this Agreement, the Indemnitee shall give such Indemnitor reasonably prompt written notice (but in no event later than thirty (30) days after becoming aware) thereof and such notice shall include a reasonable description of the claim and any documentation of the Third Party Claim and, to the extent identifiable, an estimate of the Indemnifiable Loss and shall reference the specific sections of this Agreement that form the basis of such claim; provided, that no delay on the part of the Indemnitee in notifying any Indemnitor shall relieve the Indemnitor from any obligation hereunder unless (and then solely to the extent) the Indemnitor is actually prejudiced by such delay (except that the Indemnitor shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnitor, promptly after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. (b) Subject to this Section 9.5(b), the Indemnitor shall be entitled to participate in the defense of any Third Party Claim and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnitor. Should the Indemnitor so elect to assume the defense of a Third Party Claim, the Indemnitor shall not as long as it conducts such defense be liable to the Indemnitee for

 
- 68 - legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof except as set forth in the next sentence. If the Indemnitor assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor; provided, that Indemnitee shall have the right to assume the defense and/or receive reimbursement from Indemnitor for the costs and expense of such separate counsel if (i) Indemnitor and Indemnitee are both named parties to the proceedings and Indemnitee shall have concluded in good faith that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the availability to Indemnitee of one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to Indemnitor in respect thereof or (ii) Indemnitor fails to diligently defend a Third Party Claim for which it has assumed defense. The Indemnitor shall be liable for the reasonable fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnitor has not assumed the defense thereof (other than during any period in which the Indemnitee shall have not yet given notice of the Third Party Claim as provided above). In no event shall the Indemnitee’s right to indemnification for a Third Party Claim be adversely affected by its assumption of the defense of such Third Party Claim. All of the parties hereto shall reasonably cooperate in the defense of any Third Party Claim. Such cooperation shall include the retention and (upon request) the provision to the other of reasonably requested records and information that are relevant to such Third Party Claim, and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnitor shall have assumed the defense of a Third Party Claim, the Indemnitee shall not pay, settle, compromise or discharge, such Third Party Claim without the Indemnitor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). If the Indemnitor has assumed the defense of a Third Party Claim, the Indemnitor may only pay, settle, compromise or discharge a Third Party Claim with the Indemnitee’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that the Indemnitor may pay, settle, compromise or discharge such a Third Party Claim without the written consent of the Indemnitee if such settlement (w) includes a release of the Indemnitee from all liability in respect of such Third Party Claim, (x) does not subject the Indemnitee to any injunctive relief or other equitable remedy, (y) does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Indemnitee and (z) only involves the payment of monetary damages by the Indemnitor. 9.6 Adjustment to Purchase Price. The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for income Tax purposes as an adjustment to the Purchase Price, unless otherwise required by applicable Law. 9.7 Duty to Mitigate. Each Indemnitee shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Indemnifiable Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Indemnifiable Loss. 9.8 Exclusive Remedy. Notwithstanding Section 10.10, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or

 
- 69 - obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article IX or Section 5.20. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other party hereto and its Affiliates and representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article IX. Nothing in this Section 9.8 shall limit (i) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled under Section 10.5; or (ii) a party’s right to seek any remedy on account of fraud by any party hereto. ARTICLE X MISCELLANEOUS 10.1 Amendment. This Agreement may not be amended other than in an instrument in writing signed by Buyer and Seller. 10.2 Waiver. Any party hereto may extend the time for the performance of any of the obligations or other acts required to be performed by another party hereunder, waive any inaccuracies in the representations and warranties of another party contained herein or in any document delivered pursuant hereto and waive compliance with any of such party’s agreements or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party so waiving. 10.3 Expenses. Except as otherwise expressly provided herein, the parties shall pay their own fees and expenses (including attorneys’ and accountants’ fees and expenses) in connection with the negotiation of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated by this Agreement (whether consummated or not). 10.4 Notices. All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered personally, sent by nationally recognized overnight courier or by registered or certified mail (postage prepaid, return receipt requested), or sent by email, as follows: (a) If to Buyer: Horace Mann Educators Corporation 1 Horace Mann Plaza Springfield, IL 62715 Attention: Donald M. Carley, General Counsel & Chief Administrative Officer Email: Donald.Carley@horacemann.com with a copy (which shall not constitute notice) to: Eversheds Sutherland (US) LLP 700 Sixth Street, NW, Suite 700

 
- 70 - Washington, DC 20001 Attention: Ling Ling Sean Wissman Matt Hazlett E-mail: lingling@eversheds-sutherland.com seanwissman@eversheds-sutherland.com matthewhazlett@eversheds-sutherland.com (b) If to Seller: Medical Mutual of Ohio 100 American Road Cleveland, OH 44144 Attn: Patricia B. Decensi E-mail: legalnotices@medmutual.com with a copy (which shall not constitute notice) to: Squire Patton Boggs (US) LLP 127 Public Square Cleveland, OH 44114 Attn: Molly McNally E-mail: molly.mcnally@squirepb.com and Squire Patton Boggs (US) LLP 41 S High St Columbus, OH 43215 Attn: Doug Anderson E-mail: doug.anderson@squirepb.com or to such other address as the party to whom notice is to be given may have furnished to the other party in writing in accordance with this Section 10.4. All such notices or communications shall be deemed to be received (i) in the case of personal delivery, nationally recognized overnight courier or registered or certified mail, on the date of such delivery and (ii) in the case of email, upon confirmed receipt. 10.5 Specific Performance. Seller acknowledges and agrees that Buyer would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or any provisions are breached and that any breach of this Agreement by Seller may not be adequately compensated by monetary damages. Accordingly, Seller agrees that, in addition to any other right or remedy to which Buyer may be entitled (subject to the limitations herein), at Law or in equity, Buyer will be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of the provisions of this Agreement, without posting any bond or other undertaking. Buyer acknowledges and agrees that Seller would be damaged irreparably in the event any of the provisions of this Agreement are not performed in

 
- 71 - accordance with their specific terms or any provisions are breached and that any breach of this Agreement by Buyer may not be adequately compensated by monetary damages. Accordingly, Buyer agrees that, in addition to any other right or remedy to which Seller may be entitled (subject to the limitations herein), at Law or in equity, Seller will be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of the provisions of this Agreement, without posting any bond or other undertaking. 10.6 Interpretation. When a reference is made in this Agreement to a Section, Exhibit, Annex or Schedule, such reference shall be to a Section of, or an Exhibit, Annex or Schedule to, this Agreement unless otherwise indicated. Any fact or item disclosed in any section of each of the Buyer Disclosure Schedule and Seller Disclosure Schedule shall be deemed disclosed in all other sections of such Disclosure Schedule to the extent the applicability of such fact or item to such other section of such Disclosure Schedule is readily apparent from the text or information disclosed. Disclosure of any item in the Buyer Disclosure Schedule or the Seller Disclosure Schedule, as the case may be, shall not be deemed an admission that such item represents a material item, fact, exception of fact, event or circumstance or that occurrence or non-occurrence of any change or effect related to such item would, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect or Buyer Material Adverse Effect. The table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Whenever the singular is used herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate. Whenever the word “Dollars” or the “$” sign appear in this Agreement, they shall be construed to mean United States Dollars, and all transactions under this Agreement shall be in United States Dollars. This Agreement has been fully negotiated by the parties hereto and shall not be construed by any Governmental Authority against either party by virtue of the fact that such party was the drafting party. Other than references to agreements or documents in the Seller Disclosure Schedule or Buyer Disclosure Schedule, any reference herein to any applicable Law, agreement (including this Agreement) or document, or any section thereof, shall, unless otherwise expressly provided, be a reference to such applicable Law, agreement, document or section as amended, modified or supplemented (including any successor section) and in effect from time to time. References to “made available” in respect of information made available by or on behalf of Seller or its Affiliates or the respective Representatives of any of the forgoing means (a) that such information has been uploaded, not later than one (1) Business Day prior to the date of this Agreement, to the virtual data rooms maintained by Data Site under the name “Project Explorer” in connection with the transaction contemplated under this Agreement and the other Transaction Documents or (b) sent by email or otherwise made available in electronic form to Buyer or any of its Affiliates or the Representatives of any of the forgoing. Except as otherwise specifically provided in this Agreement, where any number of days is proscribed in relation to the counting of a particular thing or in respect of a period of time, those days will be calculated exclusive of the first day and inclusive of the last day. 10.7 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any term or provision of this Agreement is invalid, illegal or incapable

 
- 72 - of being enforced by any rule of Law or public policy, all other terms and provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to the parties. Upon such determination that any term or provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to amend or otherwise modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner such that the transactions contemplated hereby are fulfilled to the extent possible. 10.8 Entire Agreement; Third Party Beneficiaries. This Agreement, the Confidentiality Agreement and the Transaction Documents (including all exhibits and schedules hereto and thereto) and other documents and instruments delivered in connection herewith and therewith constitute the entire agreement between the parties and supersede all prior representations, agreements, understandings and undertakings, whether written or oral, between the parties with respect to the subject matter hereof and thereof, and no party is relying on any other prior oral or written representations, agreements, understandings or undertakings with respect to the subject matter hereof and thereof. Except as set forth in (a) Section 8.1, Section 8.5, and Article IX with respect to the Buyer Indemnified Persons and the Seller Indemnified Persons and (b) Section 10.14, nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any Person other than the parties hereto any right, remedy or claim under or by reason of this Agreement. 10.9 Assignment. Except as set forth in Section 2.1, this Agreement and the rights and obligations hereunder may not be assigned without the prior written consent of each of the parties hereto, except that, Buyer may assign any and all of its rights or obligations under this Agreement to any of its Affiliates, in which event Buyer must provide notice of such assignment to Seller within five (5) Business Days after such assignment. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns; provided, that Buyer will remain liable for performing its obligations under this Agreement. 10.10 Failure or Indulgence; No Waiver; Remedies Cumulative No failure or delay on the part of any party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement herein, nor will any single or partial exercise of any such right preclude any other (or further) exercise thereof or of any other right. Any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. 10.11 Governing Law. This Agreement and any dispute arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. 10.12 Jurisdiction; Enforcement. (a) Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state courts of the State of New York sitting in the County of New

 
- 73 - York and the federal courts of the United States of America for the Southern District of New York (each, a “New York Court”) for purposes of enforcing this Agreement or determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; provided, that nothing set forth in this sentence shall prohibit any of the parties hereto from removing any matter from one New York Court to another New York Court. Each of the parties hereto also agrees that any final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or proceeding under this Agreement shall, if delivered or sent in accordance with Section 10.4, constitute good, proper and sufficient service thereof. (b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OR 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, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.12. 10.13 Counterparts. This Agreement may be executed in one or more counterparts, which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile transmission or electronic transmission in portable document format (pdf) shall be effective as delivery of a manually executed counterpart of this Agreement. 10.14 Attorney-Client Matters. (a) Recognizing that Squire Patton Boggs (“Squire”) has acted as legal counsel to Seller and its Affiliates (including, prior to the Closing, the Acquired Companies) prior to the date hereof, and that Squire intends to act as legal counsel to Seller and its Affiliates (which, following the Closing, shall not include the Acquired Companies), Buyer and the Acquired Companies (i) hereby waive, on their own behalf and agree to cause their Affiliates to waive, any conflicts that may arise in connection with Squire representing Seller or it Affiliates after the

 
- 74 - Closing with respect to matters relating to the transactions contemplated hereby, and (ii) shall not, and shall cause their Affiliates not to, seek to have or have Squire disqualified from any such representation based on the prior representation of the Acquired Companies by Squire. (b) Buyer and the Acquired Companies further agree that all communications in any form or format whatsoever between or among Squire, any Seller or any of its Affiliates or Representatives, to the extent relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any other Transaction Document, any dispute arising under this Agreement or any other Transaction Document or otherwise relating to any potential or any alternative transaction related to the sale of the Acquired Companies or the Business present to or considered by Seller (collectively, the “Privileged Deal Communications”) shall be deemed to be retained and owned by Seller, shall be controlled by Seller and shall not pass to or be claimed by the Acquired Companies or any of their Affiliates (including, following the Closing, Buyer and its Affiliates). All Privileged Deal Communications that are attorney-client privileged shall remain privileged after the Closing and the privilege and the expectation of client confidence relating thereto shall belong solely to Seller, shall be controlled by Seller and shall not pass to or be claimed by the Acquired Companies or any of their Affiliates (including, following the Closing, Buyer and its Affiliates). (c) Buyer and its Affiliates (including, following the Closing, the Acquired Companies) further agree that no such party may use or rely on any of the Privileged Deal Communications in any action against or involving the Seller or any of its Affiliates after the Closing. The Privileged Deal Communications may be used by the Seller or any of its Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement, including in any claim brought by Buyer or its Affiliates. Notwithstanding the foregoing, in the event that a dispute arises between the Acquired Companies, on the one hand, and a third party other than Seller, on the other hand, the Acquired Companies may assert any and all protections from disclosure, including attorney-client privilege and work product protections, to prevent the disclosure of the Privileged Deal Communications to such third party; provided, however, that the Acquired Companies may not waive such privilege without the prior written consent of Seller. [Remainder of this page intentionally left blank]

 

 

 
MASTER TRANSACTION AGREEMENT BY AND AMONG MEDICAL MUTUAL OF OHIO, MEDMUTUAL LIFE INSURANCE COMPANY AND HORACE MANN EDUCATORS CORPORATION DATED AS OF July 21, 2026

 
- i - TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS ........................................................................................................................ 2 1.1 Certain Definitions .................................................................................................................... 2 1.2 Table of Defined Terms .......................................................................................................... 20 ARTICLE II. PURCHASE AND SALE AND REINSURANCE .............................................................. 23 2.1 Purchase and Sale of RNIC Shares and Reinsurance Transaction .......................................... 23 2.2 Closing .................................................................................................................................... 24 2.3 Closing Deliveries ................................................................................................................... 24 2.4 Payment at Closing. ................................................................................................................. 26 2.5 Post-Closing Payment ............................................................................................................. 27 ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLERS ........................................... 30 3.1 Organization and Qualification ............................................................................................... 30 3.2 Organizational Documents ...................................................................................................... 31 3.3 Capitalization........................................................................................................................... 31 3.4 Authority; Enforceability ........................................................................................................ 32 3.5 No Conflict; Required Filings and Consents. .......................................................................... 32 3.6 Material Contracts. .................................................................................................................. 33 3.7 Compliance with Law; Permits. .............................................................................................. 35 3.8 Financial Statements. ............................................................................................................... 37 3.9 Insurance Business. ................................................................................................................. 40 3.10 Producers; Sale Practices; Third Party Administrators. .......................................................... 41 3.11 Existing Reinsurance Contracts. .............................................................................................. 43 3.12 No Undisclosed Liabilities ...................................................................................................... 44 3.13 Absence of Certain Changes or Events ................................................................................... 44 3.14 Absence of Litigation, Claims and Orders .............................................................................. 44 3.15 Employee Benefit Plans. ......................................................................................................... 45 3.16 Labor Matters. ......................................................................................................................... 47 3.17 Real Property. .......................................................................................................................... 49 3.18 Taxes. ...................................................................................................................................... 49 3.19 Product Tax Matters ................................................................................................................ 51 3.20 Intellectual Property and Technology. .................................................................................... 52 3.21 Insurance ................................................................................................................................. 54 3.22 Environmental Matters. ........................................................................................................... 54 3.23 Affiliated Transactions ............................................................................................................ 55 3.24 Assets ...................................................................................................................................... 55 3.25 Investment Assets .................................................................................................................... 56 3.26 Seriatim Files; Specified Data; Actuarial Data ....................................................................... 57 3.27 Bank Accounts; Power of Attorney ......................................................................................... 58 3.28 Privacy and Data Security ....................................................................................................... 58 3.29 Brokers .................................................................................................................................... 59 3.30 Transferred Investment Assets. ............................................................................................... 59 3.31 No Other Representations or Warranties ................................................................................. 59 ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF BUYER .............................................. 60 4.1 Organization ............................................................................................................................ 60 4.2 Authority; Enforceability ........................................................................................................ 60 4.3 No Conflict; Required Filings and Consents ........................................................................... 61

 
TABLE OF CONTENTS (continued) Page - ii - 4.4 Absence of Litigation, Claims and Orders .............................................................................. 61 4.5 Sufficient Funds ...................................................................................................................... 61 4.6 Brokers .................................................................................................................................... 62 4.7 Investment Purpose ................................................................................................................. 62 4.8 Tax Election ............................................................................................................................ 62 ARTICLE V. COVENANTS ...................................................................................................................... 62 5.1 Conduct of Business Pending the Closing............................................................................... 62 5.2 Access to Information ............................................................................................................. 65 5.3 Confidentiality. ........................................................................................................................ 66 5.4 Governmental Approvals and Filings; Third Party Consents. ................................................. 67 5.5 Notification of Certain Matters ............................................................................................... 70 5.6 Interim Financial Statements; Investment Reports .................................................................. 71 5.7 Public Announcements ............................................................................................................ 71 5.8 Further Assurances .................................................................................................................. 71 5.9 Delivery of Books and Records ............................................................................................... 72 5.10 Access to Books and Records ................................................................................................. 72 5.11 Non-Competition; Non-Solicitation ........................................................................................ 73 5.12 D&O Liabilities ....................................................................................................................... 76 5.13 Employee Matters.................................................................................................................... 76 5.14 Release .................................................................................................................................... 80 5.15 No Shop ................................................................................................................................... 80 5.16 Intercompany Agreements ...................................................................................................... 81 5.17 Bank Accounts ........................................................................................................................ 82 5.18 Investment Assets .................................................................................................................... 82 5.19 Pre-Closing Transactions. ....................................................................................................... 83 5.20 Reinsurance Agreements ......................................................................................................... 83 5.21 Specified Shared Contracts ..................................................................................................... 84 5.22 Transition Coordination .......................................................................................................... 84 5.23 New Policies Book Roll .......................................................................................................... 85 5.24 Remedies for Breaches of Sufficiency Representation ........................................................... 85 ARTICLE VI. CONDITIONS PRECEDENT ............................................................................................ 86 6.1 Conditions to Each Party’s Obligations .................................................................................. 86 6.2 Conditions to Obligations of Buyer ......................................................................................... 86 6.3 Conditions to Obligations of Sellers........................................................................................ 87 ARTICLE VII. TERMINATION PRIOR TO CLOSING .......................................................................... 88 7.1 Termination ............................................................................................................................. 88 7.2 Effect of Termination .............................................................................................................. 88 ARTICLE VIII. TAX MATTERS .............................................................................................................. 89 8.1 Liability for Taxes. .................................................................................................................. 89 8.2 Tax Returns. ............................................................................................................................ 89 8.3 Contest Provisions. .................................................................................................................. 91 8.4 Assistance and Cooperation .................................................................................................... 91 8.5 Section 338 Elections. ............................................................................................................. 92 8.6 Other Tax Matters. .................................................................................................................. 93 8.7 Purchase Price Allocation ....................................................................................................... 93

 
TABLE OF CONTENTS (continued) Page - iii - ARTICLE IX. SURVIVAL AND INDEMNIFICATION .......................................................................... 94 9.1 Survival of Representations and Warranties ........................................................................... 94 9.2 Indemnification. ...................................................................................................................... 94 9.3 Certain Limitations. ................................................................................................................. 95 9.4 Definitions. As used in this Agreement: ................................................................................. 96 9.5 Procedures for Third Party Claims .......................................................................................... 97 9.6 Adjustment to Purchase Price .................................................................................................. 98 9.7 Duty to Mitigate ...................................................................................................................... 98 9.8 Exclusive Remedy ................................................................................................................... 98 9.9 Retained Litigation .................................................................................................................. 99 ARTICLE X. MISCELLANEOUS............................................................................................................. 99 10.1 Amendment ............................................................................................................................. 99 10.2 Waiver ..................................................................................................................................... 99 10.3 Expenses ................................................................................................................................ 100 10.4 Notices ................................................................................................................................... 100 10.5 Specific Performance ............................................................................................................ 101 10.6 Interpretation ......................................................................................................................... 101 10.7 Severability ............................................................................................................................ 102 10.8 Entire Agreement; Third Party Beneficiaries ........................................................................ 102 10.9 Assignment ............................................................................................................................ 103 10.10 Failure or Indulgence; No Waiver; Remedies Cumulative ................................................... 103 10.11 Governing Law ...................................................................................................................... 103 10.12 Jurisdiction; Enforcement. ..................................................................................................... 103 10.13 Counterparts .......................................................................................................................... 104 10.14 Attorney-Client Matters. ....................................................................................................... 104

 
- iv - EXHIBITS Exhibit A — Form of Reinsurance and Renewal Rights Agreement Exhibit B — Form of Medicare Supplement Reinsurance Agreement Exhibit C — Form of Transition Services Agreement Exhibit D — Closing Assignment and Assumption Agreement Exhibit E — Closing Bill of Sale ANNEXES Annex A — Adjustment Amount Annex B — Buyer Key Employees Annex C — Initial MML Portfolio Annex D — RNIC Excluded Investment Asset Portfolio Annex E — Seller Key Employees Annex F — Specified Accounting Principles Annex G — Specified Data Annex H — Specified Reinsurance Agreement Annex I — Valuation Methodologies Annex J — RNIC Reference Statement Annex K — MML Reference Statement Annex L — Third Party Consents Annex M — Products Offered by Sellers Annex N — Restricted Customers Annex O — Reinsurance Agreement Terminations Annex P — Specified Shared Contracts Sellers Disclosure Schedule Buyer Disclosure Schedule

 
MASTER TRANSACTION AGREEMENT This MASTER TRANSACTION AGREEMENT, dated as of July 21, 2026 (this “Agreement”), is by and among HORACE MANN EDUCATORS CORPORATION, a Delaware corporation (“Buyer”), MEDICAL MUTUAL OF OHIO, an insurance company organized under the laws of the State of Ohio (“MMO”), and MEDMUTUAL LIFE INSURANCE COMPANY, an insurance company organized under the laws of the State of Ohio (“MML” and collectively with MMO, the “Sellers,” and each, a “Seller”). RECITALS WHEREAS, MMO directly owns (a) one hundred percent (100%) of the issued and outstanding shares of common stock, par value $7,500 per share (the “RNIC Shares”), of Reserve National Insurance Company, an insurance company organized under the laws of the State of Illinois (“RNIC” and, together with its direct and indirect Subsidiaries, the “Acquired Companies” and each an “Acquired Company”), and (b) one hundred percent (100%) of the issued and outstanding shares of common stock, par value $100.00 per share, of MML; WHEREAS, (a) RNIC directly owns one hundred percent (100%) of the issued and outstanding shares of common stock, par value $1.00 per share (the “SMC Shares”), of Summerset Marketing Company, an Oklahoma corporation (“SMC”), and (b) SMC owns (i) one hundred percent (100%) of the issued and outstanding shares of common stock, par value $1.00 per share (the “RAC Shares”) of Rural American Consumers A National Association, an Oklahoma corporation (“RAC”), and (ii) one hundred percent (100%) of the issued and outstanding shares of common stock, par value $1.00 per share (the “NASEBO Shares”), of National Association of Self-Employed Business Owners, an Oklahoma corporation (“NASEBO”); WHEREAS, (a) the board of directors of Buyer and (b) the boards of directors of each Seller has approved this Agreement and the transactions contemplated hereby, upon the terms and subject to the conditions set forth in this Agreement; WHEREAS, the parties hereto desire to enter into this Agreement pursuant to which, on the terms and subject to the conditions set forth herein: (a) Sellers and their Affiliates (including, prior to Closing, the Acquired Companies), will enter into arrangements to assign, transfer, novate or otherwise convey the Excluded Assets and Excluded Liabilities to Sellers and their Affiliates (other than any Acquired Company), and RNIC and MMO will enter into the Medicare Supplement Reinsurance Agreement (as hereinafter defined), pursuant to which, upon the terms and subject to the conditions set forth therein, RNIC will cede to MMO, and MMO will reinsure and administer on behalf of RNIC, the Excluded Business Policies (as hereinafter defined); (b) Upon Closing, MMO will sell to Buyer, and Buyer will purchase from MMO, all of the RNIC Shares; (c) Upon Closing, MML and Horace Mann Life Insurance Company, an insurance company organized under the laws of the State of Illinois and a wholly owned

 
- 2 - subsidiary of Buyer (“HMLIC”), will enter into the Reinsurance and Renewal Rights Agreement (as hereinafter defined), pursuant to which, upon the terms and subject to the conditions set forth therein, MML will cede to HMLIC, and HMLIC will reinsure and administer on behalf of MML, insurance policies comprising MML’s group, life and disability business; (d) Upon Closing, (i) Sellers will, and will cause their Affiliates (other than the Acquired Companies) to, sell, convey, assign, transfer and deliver to Buyer or one or more of Buyer’s Affiliates designated by Buyer, free and clear of all Liens other than Permitted Liens, and Buyer will or will cause one or more of its Affiliates to purchase, acquire and accept from Sellers and their Affiliates, all of Sellers’ and each such Affiliate’s right, title and interest in and to the Transferred Assets (as hereinafter defined) pursuant to the Closing Bill of Sale (as hereinafter defined), (ii) Sellers will, and will cause their Affiliates (other than the Acquired Companies) to, assign to Buyer or one or more of Buyer’s Affiliates designated by Buyer, and Buyer will or will cause one or more of its Affiliates to assume, the Transferred Liabilities (as hereinafter defined), and (iii) Sellers will, and will cause their Affiliates to, sell, convey, assign, transfer and deliver to Buyer or one or more of Buyer’s Affiliates designated by Buyer, free and clear of all Liens other than Permitted Liens, and Buyer will or will cause one or more of its Affiliates to assume, the Transferred Contracts (as hereinafter defined), in each case with respect to clauses (ii) and (iii), pursuant to the Closing Assignment and Assumption Agreement (as hereinafter defined); (e) Upon Closing, MMO, RNIC and HMLIC will enter into the Transition Services Agreement (as hereinafter defined), pursuant to which, upon the terms and subject to the conditions set forth therein, MMO will, and will cause its Affiliates, as applicable, to, perform certain transition services for the Acquired Companies and HMLIC with respect to the Businesses; and (f) At the Closing, the parties hereto will enter into, and will cause their respective Affiliates to enter into, as applicable, each other Transaction Document. NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows: ARTICLE I. DEFINITIONS 1.1 Certain Definitions. For purposes of this Agreement, the following terms shall have the following meanings: “Adjustment Amount” means the amount by which the Ceding Commission will be reduced (if any) as determined in accordance with the formula in Annex A. If the calculation pursuant to Annex A results in a negative number, the Adjustment Amount will be deemed to be $0, meaning the Ceding Commission will not be increased or adjusted upward. “Affiliate” means, with respect to a specified Person at the time of determination, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such specified Person. For purposes of this

 
- 3 - definition, the term “control” (including its correlative meanings “controlled by” and “under common control with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of voting securities, by contract or otherwise). For the avoidance of doubt, the Acquired Companies shall each be deemed an “Affiliate” of Sellers (and not Buyer) prior to the Closing, and shall each be deemed an “Affiliate” of Buyer (and not Sellers) from and after the Closing. “Aggregate Purchase Price” means an amount equal to (a) the Final RNIC Closing Payment plus (b) the Final Ceding Commission. “Asset Management Protocol” means that with respect to Investment Assets held by RNIC and its Subsidiaries or included in the Initial MML Portfolio, such Investment Assets may only be modified to reflect (i) any maturities and the replacement of such matured Investment Assets with any proceeds following maturity of such matured Investment Assets to be held in cash or cash equivalents, and (ii) the removal and replacement of any Impaired Assets, in each case, occurring from the date hereof through the Closing Date; provided that (A) any replacement asset has a credit rating equal to or better than the asset it is replacing, (B) the aggregate, weighted average characteristics of each of (x) the Investment Assets held by RNIC and its Subsidiaries and (y) the Investment Assets included in the Initial MML Portfolio, respectively, when adjusted to reflect the aggregate effects of the maturity and replacement, shall not suffer any diminution in Fair Market Value, Book Value, credit quality, sector concentration or duration, (C) after giving effect to the modifications in clauses (i) and (ii), Investment Assets held by RNIC and its Subsidiaries and the Investment Assets included in the Initial MML Portfolio comply with the applicable Investment Guidelines and (D) any replacement asset may not be issued by an issuer (or an affiliate of an issuer) included on a negative watch list maintained by any Nationally Recognized Statistical Rating Organization, in each case, unless otherwise expressly agreed by Buyer. “Book Value” means, as of any date, with respect to any Investment Asset held by RNIC (including its Subsidiaries) or MML, the carrying value thereof as would be set forth, as of such date, in the statutory financial statements of RNIC or MML, as applicable, determined in accordance with SAP applicable to RNIC or MML, as applicable. “Books and Records” means all written or electronic accounts, ledgers and records (including computer generated, recorded or stored records) of (i) the Acquired Companies or (ii) Sellers or any of their Affiliates (other than the Acquired Companies), to the extent relating to any Business, in each case, whether or not in the custody of the Sellers or their Affiliates (including the Acquired Companies), including Customer Lists, contract forms, applications, enrollment forms, policy information, policyholder information, claim records, sales records, underwriting records, administrative, pricing, underwriting, claims handling and reserving manuals, corporate (including Employee records) and accounting, reinsurance and other records (including the books of account and other records), agreements (including agreements with Independent Producers), Tax records (including Tax Returns), disclosure and other documents and filings required under applicable Law, financial records, and compliance records, including any database, magnetic or optical media and any other form of recorded, computer generated or stored information or process; provided, however, that “Books and Records” shall not include (a) books and records to the extent relating to any business, operations, or assets of Sellers or their

 
- 4 - Affiliates other than the Businesses, (b) Organizational Documents, equity records, minute books, board, committee, or shareholder meeting materials or other corporate governance records of the Sellers or any of their Affiliates except to the extent relating specifically to either Business or such documents or materials of any Acquired Company, (c) consolidated company-wide or Affiliate-level books and records that do not relate primarily to the Business (provided that, to the extent any such books and records would be material to the Business, Buyer shall be entitled to reasonable access following the Closing to the portions of such books and records that relate to the Business in accordance with Section 5.10), (d) all Privileged Deal Communications, or (e) any books and records that Sellers or their Affiliates are required by applicable Law to retain (provided that with respect to such books and records in the foregoing clause (e), Buyer shall be entitled to reasonable access thereto following the Closing). “Burdensome Condition” means any arrangement, condition or restriction imposed by any Governmental Authority on Buyer or its Affiliates (including the Acquired Companies) as a condition of such Governmental Authority’s approval of the transactions contemplated by this Agreement or any other Transaction Documents that (i) would require Buyer, the Acquired Companies or Buyer’s Affiliates to offer, sell or hold separate pending divestiture, before or after the Closing Date, of any material properties, assets, or business of Buyer, the Acquired Companies or Buyer’s Affiliates, taken as a whole, (ii) would or would reasonably be expected to have a material adverse effect on the business, financial condition, operations or results of operations of Buyer and its Affiliates, taken as a whole, (iii) would or would reasonably be expected to have a material adverse effect with respect to either Business, or (iv) would or would reasonably be expected to result in a material impairment of the aggregate economic benefits, taken as a whole, Buyer and its Affiliates reasonably expect to obtain from the transactions contemplated by this Agreement and the other Transaction Documents as of the date hereof. “Business Confidential Information” means all non-public information owned or possessed by (including with any third-party data and record management vendors), or otherwise primarily related to, the Acquired Companies or the Businesses or contained in the Books and Records, except that “Business Confidential Information” shall not include, except with respect to Personal Information that is Business Confidential Information, information that (i) is or becomes generally available to the public (other than as a result of its disclosure in violation of Section 5.3(c)), (ii) is independently developed by Sellers or their Affiliates without reference to any Business Confidential Information or (iii) is lawfully made available or known to Sellers or their Affiliates by a Person not subject to any duty of confidentiality to Buyer or its Affiliates or their Representatives. “Businesses” means (i) the RNIC Business and (ii) the Reinsured Business (each of which is referred to herein as a “Business”). “Business Day” means any day other than a Saturday, Sunday or day on which banks are permitted or required by Law to close in Chicago, Illinois or Cleveland, Ohio. “Buyer Confidential Information” means all non-public information made available to Sellers or their Affiliates or their respective Representatives by Buyer or its Affiliates or their respective Representatives (including information disclosed in the course of negotiation of this Agreement or any other Transaction Document) regarding Buyer or its Affiliates, except that

 
- 5 - “Buyer Confidential Information” shall not include, except with respect to Personal Information, information that (i) is or becomes generally available to the public (other than as a result of its disclosure in violation of Section 5.3(c)), (ii) was already known to Sellers or their Affiliates (other than by previous disclosure by Buyer or its Affiliates or their respective Representatives) and not subject to any duty of confidentiality to Buyer or its Affiliates or their Representatives, (iii) is independently developed by Sellers or their Affiliates without reference to any Buyer Confidential Information or (iv) is lawfully made available or known to Sellers or their Affiliates by a Person not subject to any duty of confidentiality to Buyer or its Affiliates or their respective Representatives. “Buyer Disclosure Schedule” means the Buyer Disclosure Schedule delivered by Buyer to Sellers concurrently with the execution of this Agreement. “Buyer Key Employees” means the Employees set forth on Annex B. “Buyer Material Adverse Effect” means any fact, circumstance, condition, event, development, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Buyer to timely consummate the transactions contemplated by this Agreement and the other Transaction Documents. “Buyer Party” means Buyer and any of its Affiliates that is or will be a party to a Transaction Document. “Buyer Tax Act” means any action outside the ordinary course and inconsistent with past practice with respect to the applicable Business or the Acquired Companies taken on or after the Closing Date by Buyer or any of its Affiliates. “Ceding Commission” means $7,400,000 less the Adjustment Amount (if any). “Closing Assignment and Assumption Agreement” means the Assignment and Assumption Agreement, in substantially the form attached hereto as Exhibit D, to be entered into at the Closing by Sellers and their applicable Affiliates, on the one hand, and the Buyer or its designee, on the other hand. “Closing Bill of Sale” means the Bill of Sale, in substantially the form attached hereto as Exhibit E, to be entered into at the Closing by Sellers and their applicable Affiliates, on the one hand, and Buyer or its designee, on the other hand. “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time. “Coinsurance Reserve” has the meaning set forth in the Reinsurance and Renewal Rights Agreement. “Company Action Level RBC” means, with respect to RNIC as of the Effective Time, its company action level risk-based capital, as defined in Illinois Statutes Chapter 215. Insurance § 5/35A-5 as in effect on the date of determination, calculated in accordance with the Specified Accounting Principles and after giving effect to the Pre-Closing Transactions.

 
- 6 - “Computer Programs” means currently existing and available prior versions retired since January 1, 2023 of (i) computer programs or other Software owned or used by or licensed to the Acquired Companies and, with respect to any Business, Sellers or their Affiliates (other than the Acquired Companies), including all object code and all source code other than open source code, all executables and run books (and related Contracts with escrow agents), (ii) Software databases, including structures, format, procedures and associated documentation for the organization, storage and sorting of information, to the extent developed by or licensed to or used by the Acquired Companies, and, with respect to any Business, Sellers or their Affiliates (other than the Acquired Companies), (iii) parameter settings and configuration settings with respect to the items described in each of (i)-(ii), (iv) available descriptions, specifications, flow- charts, templates, maps and any other work product used to design, plan, organize and develop each of (i)–(ii), to the extent developed by or licensed to or used by the Acquired Companies and, with respect to any Business, Sellers or their Affiliates (other than the Acquired Companies), and (v) documentation, including design and development artifacts, test data and scripts, user manuals, system documentation, operations manuals/instructions and training materials, relating to each of (i)–(iv). “Confidentiality Agreements” means (a) the confidentiality agreement, dated as of February 4, 2026, by and between RNIC and Buyer, and (b) the confidentiality agreement, dated as of March 12, 2026, by and between MML and Buyer. “Contract” means, with respect to any Person, any written contract, lease, license, sublicense, commitment, loan or credit agreement, indenture, agreement or other legally binding commitment or obligation to which such Person is a party or is otherwise subject or bound. “Court” means any court or arbitration tribunal of the United States, any domestic state, any foreign country and any political subdivision or agency thereof. “Customer Contract” means any Contract by and between an Acquired Company or, solely with respect to the Reinsured Business, a Seller or any of its Affiliates, on the one hand, and a customer of either of the Businesses, on the other hand; provided that “Customer Contract” shall not include any Reinsured Policies or Excluded Business Policies. “Customer Lists” means all books, records, files, data and other information, in whatever form maintained (whether in hard copy, computer format or other media), in the possession or control of the Seller or its Affiliates (including with any third-party data and record management vendors engaged by the Seller or its Affiliates (including, prior to the Closing, the Acquired Companies)) that constitute customer lists to the extent primarily related to either Business or that are customers lists of the Acquired Companies. “Deferred Tax Asset” means the gross deferred tax assets, reduced by any statutory valuation allowances and any nonadmitted deferred tax assets, of RNIC as of the Effective Time as would be reported in footnote 9.A.1 in the Notes to Financial Statements in the 2025 NAIC Statement Blank or the successor to footnote or line number.

 
- 7 - “Deferred Tax Loss” means the deferred tax liabilities of RNIC as of the Effective Time as would be reported in footnote 9.A.1 in the Notes to Financial Statements in the 2025 NAIC Statement Blank or the successor to footnote or line number. “Employee” means each employee of Seller or any of its Affiliates who dedicate at least eighty percent (80%) of their working time to either Business or servicing the Excluded Business Policies, but excluding such employees set forth in Section 1.1(a) of the Sellers Disclosure Schedule. “Employee Plan” means a written or unwritten plan, policy, program, agreement or arrangement, whether covering a single individual or a group of individuals, sponsored, maintained or contributed to by Sellers or its Affiliates or any ERISA Affiliate, which provides benefits or compensation to or on behalf of Employees, or any of their beneficiaries, dependents, spouses or other family members, that is (i) an “employee benefit plan” within the meaning of Section 3(3) of ERISA, (ii) a stock bonus, stock purchase, stock option, restricted stock, stock appreciation right or similar equity-based plan or arrangement, or (iii) any other employment, severance, deferred-compensation, retirement, welfare-benefit, bonus, retention, termination, change in control, vacation, sick leave, disability, incentive or fringe benefit plan, policy, program, agreement or arrangement, in each case that is established, sponsored, maintained or contributed to or required to be maintained or contributed to, by Sellers or any of their Affiliates or any of their respective ERISA Affiliates for the benefit of any Employee. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder. “ERISA Affiliate” means an entity (whether or not incorporated) required to be treated as a single employer with the Sellers or their Affiliates under Section 414 of the Code. “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended. “Existing IMR” means an amount equal to the amount of MML’s existing IMR (calculated on a pre-tax basis) that has been allocated by MML to the Reinsured Policies ceded under the Reinsurance and Renewal Rights Agreement as of the Effective Time (but prior to the transfer of the Transferred Investment Assets by MML pursuant to Section 2.4(b)(ii)), determined in accordance with SAP applicable to the MML and which amount shall not be less than zero. “Excluded Assets” means (i) any assets, properties or rights (other than any Investment Assets of the Acquired Companies and rights arising thereunder, which shall be addressed in accordance with the terms of Section 5.18) that are owned by the Acquired Companies but exclusively relate to the Excluded Business, (ii) any Contract to which any Acquired Company is a party that is (A) primarily relating to the Excluded Business, (B) not relating to the Businesses, or (C) listed on Section 1.1(b) of the Sellers Disclosure Schedule, (iii) each Excluded Business Policy, and (iv) each of the assets set forth on Section 1.1(b) of the Sellers Disclosure Schedule. “Excluded Business” means (i) all business of each Seller and each of its respective Affiliates, whether conducted prior to, on or, with respect to such Seller and each of its

 
- 8 - respective post-Closing Affiliates, after the Closing, other than the Businesses, and (ii) all business related to the Excluded Business Policies. “Excluded Business Policies” means, collectively, all Medicare Supplement Insurance Contracts issued, assumed or reinsured by RNIC, together with all binders, slips, certificates, endorsements, renewals and riders thereto, including the policies set forth on the Excluded Business Policy Seriatim File. “Excluded Employee Liabilities” means all Liabilities arising out of or in connection with (a) any payments, compensation, benefits or entitlements (including wages, other remuneration, holiday or vacation pay, bonus, severance pay (statutory or otherwise), commissions, post- employment medical or life obligations, pension contributions, insurance premiums, and Taxes) that Sellers or any of their Affiliates owes or is obligated to provide, whether currently, prospectively or on a contingent basis, (i) with respect to any Transferred Employee, that are incurred, accrued or payable for periods prior to the Closing or (ii) with respect to all other employees of the Sellers or their Affiliates (including Non-Transferred Employees), that are incurred, accrued or payable at any time, (b) under, or with respect to, ERISA, the WARN Acts, Section 4980 of the Code, or any labor or similar applicable law, that are incurred, accrued or arise prior to, or in connection with, the Closing, including any Taxes imposed under Sections 3101, 3111 or 3301 of the Code, whether or not yet required to be paid or recognized, (c) any Employee Plan, or (d) the employment, transfer or termination of employment of any Employee by the Seller or its Affiliates other than expressly contemplated by this Agreement or consented to by the Buyer. “Excluded Liabilities” means (i) all Liabilities (other than Transferred Liabilities and “Reinsured Liabilities” pursuant to the Reinsurance and Renewal Rights Agreement) of the Sellers and their Affiliates (but excluding the Acquired Companies), (ii) all Liabilities to the extent arising out of, relating to or in respect of the Excluded Business or the Excluded Assets, (iii) all liabilities set forth on Section 1.1(c) of the Sellers Disclosure Schedule, (iv) all Liabilities in respect of (A) Indemnified Taxes, (B) Excluded Employee Liabilities, (C) Proceedings or Orders set forth on Section 3.14 of the Sellers Disclosure Schedule and those not included on Section 3.14 of the Sellers Disclosure Schedules due to Sellers’ bad faith or inadvertent oversight, and (D) the Retained Litigation, (v) any unpaid Indebtedness and Transaction Expenses of the Acquired Companies as of the Closing and to the extent not included in the Estimated RNIC Closing Payment or the Final RNIC Closing Payment, and (vi) any Ceding Company Extra-Contractual Obligations (as such term is defined in the Reinsurance and Renewal Rights Agreement). “Excluded Business Policy Seriatim File” means the file set forth on Section 1.1(d) of the Sellers Disclosure Schedule. “Fair Market Value” means the fair market value of an asset (including accrued interest) determined in accordance with the Valuation Methodologies. “Filing” means any registration, petition, statement, application, schedule, form, declaration, notice, notification, report, submission or other filing.

 
- 9 - “Final Ceding Commission” means the Ceding Commission as of the Effective Time as finally agreed or determined pursuant to Section 2.5. “Final Initial Reinsurance Premium” means the Initial Reinsurance Premium as of the Effective Time as finally agreed or determined pursuant to Section 2.5. “Final Net Initial Reinsurance Settlement Amount” means the Net Initial Reinsurance Settlement Amount as of the Effective Time as finally agreed or determined pursuant to Section 2.5 based on the Final Initial Reinsurance Premium and the Final Ceding Commission. “Final RNIC Adjusted Statutory Book Value” means the RNIC Adjusted Statutory Book Value as of the Effective Time as finally agreed or determined pursuant to Section 2.5. “Final RNIC Closing Payment” means the RNIC Closing Payment as of the Effective Time as finally agreed or determined pursuant to Section 2.5 based on the Final RNIC Adjusted Statutory Book Value, the Final RNIC Adjusted Statutory Book Value Target, the resulting RNIC Adjusted Statutory Book Value Surplus or RNIC Adjusted Statutory Book Value Deficit, as applicable, and the Final Transaction Expenses. “Final RNIC Adjusted Statutory Book Value Target” means the RNIC Adjusted Statutory Book Value Target as of the Effective Time as finally agreed or determined pursuant to Section 2.5. “Final Transaction Expenses” means the unpaid portion of the Transaction Expenses as of the Closing as finally agreed or determined pursuant to Section 2.5. “GAAP” means generally accepted accounting principles consistently applied. “Governmental Approval” means any consent, approval or authorization of, or registration, declaration or filing with, any Governmental Authority. “Governmental Authority” means any governmental agency or authority of the United States, any domestic state, any foreign country and any political subdivision or agency thereof, including any administrative agency, board or commission. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act, and the regulations and guidance thereunder. “Impaired Asset” means any Investment Asset held by an Acquired Company or included in the Initial MML Portfolio that during the period between the date hereof and the Closing (i) has an impairment to the statutory book value of such asset (which, in the case of assets held by RNIC or included in the Initial MML Portfolio, shall be calculated in accordance with SAP applicable to RNIC or MML, as applicable), or is in default, (ii) has experienced a rating downgrade (A) by one or more levels or (B) to a level below investment grade or (iii) has experienced another adverse credit related issued, in each case, as determined as of any relevant date of determination without regard to the date(s) upon which such Acquired Company or MML, as applicable, regularly conducts its other than temporary impairment review process.

 
- 10 - “IMR” means interest maintenance reserve determined in accordance with applicable SAP. “Indebtedness” means, without duplication, the Acquired Companies’ (i) outstanding indebtedness for borrowed money and all obligations represented by or owed under any credit facility, loan agreement, reimbursement agreement or other similar agreements (including the unpaid principal, accrued and unpaid interest and prepayment penalties triggered by the Closing), (ii) unpaid principal and accrued and unpaid interest owed under bonds, notes, debentures or other similar instruments and debt securities, (iii) all or any part of the deferred purchase price of property or services (other than trade payables), including any “earnout” or similar payments or any non-compete payments, (iv) all indebtedness secured by a Lien to secure all or part of the purchase price of the property subject to such Lien, (v) self-insurance accruals, (vi) all Liabilities with respect to accrued but unpaid bonus payments, accrued or owed by the Acquired Companies or their Affiliates in respect of the Transferred Employees as of the Closing in respect of any performance period (or portion thereof) prior to and up to the Closing, together with the employer portion of any Taxes arising therefrom, to the extent not included in the Transaction Expenses, (vii) all Liabilities with respect to accrued but unused vacation time, flexible time-off and sick pay to which any Employee employed by the Acquired Companies is entitled pursuant to the policies applicable to such Employee immediately prior to the Closing, (viii) all Liabilities with respect to accrued severance to which any Employee employed by the Acquired Companies is entitled pursuant to the policies applicable to such Employee immediately prior to the Closing, and (ix) guarantees provided by the Acquired Companies of any of the foregoing. Notwithstanding anything contained herein to the contrary, none of the foregoing amounts shall be (A) counted twice in the determination of the amount of Excluded Liabilities or Transaction Expenses or (B) deemed to be Indebtedness to the extent (1) paid on or prior to the Closing Date or (2) accrued in the Estimated Statements or the Closing Statements. “Indemnified Taxes” means any (i) Taxes attributable to or imposed on the Business, the Transferred Assets or any of the Acquired Companies with respect to any Pre-Closing Tax Period, (ii) Taxes attributable or related to any Excluded Assets, (iii) liabilities for Taxes of any Person other than the Acquired Companies (A) pursuant to Treas. Reg. § 1.1502-6 or similar provision of state or local law solely with respect to any affiliated, consolidated, combined, or unitary group of which the Acquired Companies were members prior to the Closing, (B) as a transferee or successor, by contract or otherwise, or (C) under any Tax allocation, Tax sharing, Tax indemnity, or similar agreement (excluding any commercial agreement entered into in the ordinary course of business and not primarily relating to Taxes), (iv) losses arising out of the inaccuracy or breach of any representation or warranty made by a Seller in Section 3.18, (v) losses arising out of any breach of or nonfulfillment of any agreement or covenant of Sellers with respect to Taxes under Article VIII, and (vi) any Transfer Taxes borne by Sellers pursuant to Section 8.4(g). “Independent Producer” means any Person, other than the Sellers or their Affiliates or any Employee, engaged in the solicitation, negotiation, effectuation, marketing, sale or placement of any insurance policy underwritten by any Business or of any other products or services marketed, sold or provided by any Business prior to the Closing.

 
- 11 - “Initial MML Portfolio” means the portfolio of MML Investment Assets identified on Annex C, with such changes as may be made in accordance with the Asset Management Protocol. “Initial Reinsurance Premium” means an amount equal to (i) the Coinsurance Reserves solely with respect to the Reinsured Policies and the accruals relating to the Reinsured Policies as set forth on the Reinsurance Settlement Statement in accordance with the Specified Accounting Principles, each as of the Effective Time, minus (ii) the Policy Loan Balance as of the Effective Time, plus (iii) the Existing IMR, plus (iv) the Transaction IMR. “Insurance Contracts” means, collectively, (a) all contracts or policies of insurance, together with all binders, slips, certificates, endorsements and riders thereto, issued, renewed, assumed, reinsured or entered into by any of the Acquired Companies prior to the Closing, and (b) the Reinsured Policies. “Insurance Regulator” means, with respect to any jurisdiction, the Governmental Authority charged with the supervision of insurance companies in such jurisdiction. “Intellectual Property” means, on a worldwide basis, any or all of the following: (i) trademarks, service marks, trade dress, and other indicia of source, and any pending applications and registrations therefor, and all goodwill related thereto, (ii) trade names, corporate names, assumed names or fictitious names and any registrations or foreign qualifications therefor, (iii) domain names and any registrations therefor now or hereafter in force, including access to the codes necessary to transfer such domain registrations, (iv) copyrights and any registrations or applications therefor, (v) intellectual property rights with regard to the Computer Programs, (vi) patents and patent applications, including divisions, continuations, continuations-in-part and renewal applications, and including renewals, extensions and reissues thereof, (vii) know-how and trade secrets under applicable Law, and (viii) in each case, all administrative and legal rights arising therefrom and relating thereto. “Investment Assets” means any interest in any bonds, notes, debentures, mortgage loans, real estate, instruments of indebtedness, stocks, partnership, membership or joint venture interests, and all other equity interests, certificates issued by or interests in trusts, derivatives, or other assets acquired for investment purposes. “IRS” means the United States Internal Revenue Service. “IT Systems” means the hardware, Software, data, databases, data communication lines, network and telecommunications equipment, Internet-related information technology infrastructure, wide area network and other information technology equipment owned, leased or licensed by Sellers or their Affiliates. “Knowledge” means, with respect to Sellers, the actual knowledge, after reasonable inquiry, of those Persons listed in Section 1.1(e) of the Sellers Disclosure Schedule, and, with respect to Buyer, the actual knowledge, after reasonable inquiry, of those Persons listed in Section 1.1(e) of the Buyer Disclosure Schedule.

 
- 12 - “Law” means all laws, statutes, ordinances, directives and Regulations of any Governmental Authority, including all Orders having the effect of law in any jurisdiction. “Liabilities” means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise. “Lien” means any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, claim, lien or charge of any kind. “Material Independent Producers” means, with respect to each of the RNIC Business and the Reinsured Business, the ten (10) largest Independent Producers (determined by reference to gross premium volume on Insurance Contracts placed by such Independent Producers in aggregate) for (i) the three (3) months ended March 30, 2026, and (ii) the twelve (12) months ended December 31, 2025 and December 31, 2024. “Medicare Supplement Reinsurance Agreement” means that certain Reinsurance Agreement to be entered by and between RNIC and MMO immediately prior to the Closing Date, in substantially the form attached hereto as Exhibit B. “Migration” means the establishment of the Buyer’s and its Affiliates’ capability to reasonably operate each Business independently in its environments or infrastructure, including the transmission outside of the information technology systems of Sellers or their Affiliates (other than the Acquired Companies), migration, and integration of the Transferred Assets and books and records contemplated by the definition of “Separation”. “MML-RNIC Reinsurance Agreement” means the Reinsurance Agreement, to be entered into prior to the Closing Date, by and between MML, as ceding company, and RNIC, as the reinsurer. “NAIC” means the National Association of Insurance Commissioners. “Net Initial Reinsurance Settlement Amount” means (a) the Initial Reinsurance Premium minus (b) the Ceding Commission. “New Policies” has the meaning described in the Reinsurance and Renewal Rights Agreement. “New Policies Book Roll” means the process whereby New Policies are to be exclusively renewed or issued, offered, quoted, negotiated, solicited and sold, by the Buyer, its Affiliates or Independent Producers following the Closing Date. “Order” means any binding judgment, order, writ, injunction, ruling or decree of, or any settlement under the jurisdiction of, any Court or Governmental Authority.

 
- 13 - “Organizational Documents” means, with respect to any Person, the certificate of incorporation, bylaws, certificate of organization, operating agreement or other applicable organizational documents of such Person. “Permits” mean all franchises, authorizations, consents, approvals, licenses, registrations, certificates, permits or other rights and privileges issued by any Governmental Authority. “Permitted Lien” means, with respect to any asset, any: (i) carriers’, mechanics’, materialmens’ or similar Lien with respect to amounts not yet due which do not interfere in any material respect with the conduct of any Business as currently conducted; (ii) Lien related to deposits required by applicable Law to be made to any Insurance Regulator; or (iii) Lien for Taxes, assessments or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith and for which adequate reserves are set forth in the financial statements of the Acquired Companies. “Person” means an individual, corporation, partnership, association, trust, estate, unincorporated organization, limited liability company or other entity or group (as defined in Section 13(d)(3) of the Exchange Act). “Personal Information” means any information related to individuals that is personally identifiable information as the same may be defined and protected by state or federal laws or regulations, including without limitation the following categories of information, in any format whether written, electronic, or otherwise: (i) any “nonpublic personal information” as such term is defined under Title V of the U.S. Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 et seq., and the rules and regulations issued thereunder, (ii) any personally identifiable information in the possession of or applicable to the Acquired Companies or, solely with respect to the Businesses, Sellers or their Affiliates (other than the Acquired Companies), that is protected by applicable Law related to data security and privacy, such as the following identifiers to the extent protected by applicable Law: name, signature, address, social security number, telephone number or other unique identifier, (iii) information in the possession of or applicable to the Acquired Companies or, solely with respect to the Businesses, Sellers or their Affiliates (other than the Acquired Companies), that can be used to authenticate an individual that is protected by applicable Law related to data security and privacy, such as the following identifiers to the extent protected by applicable Law: including passwords or PINs, biometric data, unique identification numbers, answer to security questions, or other personal identifiers, or (iv) any “protected health information” in the possession of or applicable to the Acquired Companies or, solely with respect to the Businesses, Sellers or their Affiliates (other than the Acquired Companies), as such term is defined under HIPAA. “Policy Loan Balance” means the amount of policy loans solely in respect of the Reinsured Policies as of the Effective Time, net of any unearned policy loan interest on such loans as of the Effective Time but including any due and accrued interest thereon, determined in accordance with SAP applicable to MML. “Post-Closing Tax Period” means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.

 
- 14 - “Pre-Closing Dividend” means a dividend and distribution by RNIC to MMO prior to the Closing of (i) the amount of capital and surplus held by RNIC in excess of the RNIC Adjusted Statutory Book Value Target after giving effect to the transactions contemplated by this Agreement to occur on or prior to the Closing, as estimated in good faith by RNIC, or (ii) in the event that any approvals required for distribution of such amount from the applicable Insurance Regulator cannot be obtained by the Closing Date, such lesser amount for which approvals from such Insurance Regulator has been obtained. “Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and the portion of any Straddle Period ending on and including the Closing Date. “Pre-Closing Transactions” means (i) the transactions described in Sections 5.19, and (ii) entry into the Medicare Supplement Reinsurance Agreement. “Proceeding” means any legal, administrative, arbitral or other proceeding, suit, claim, investigation, demand, complaint, hearing, dispute or other action by or before any Governmental Authority, mediator or arbitrator. “Product Tax Rules” means the Tax Laws applicable to each Insurance Contract including (a) Laws specifying the requirements for each Reinsured Policy to qualify for certain Tax treatment (including the monitoring of each Reinsured Policy for qualification for such Tax treatment) and (b) the Tax reporting, withholding and disclosure rules applicable to the Insurance Contracts. For the avoidance of doubt, the Tax Laws applicable to each Insurance Contract may include Sections 72, 101, 1035, 7702 and 7702A of the Code and the Treasury Regulations promulgated thereunder, and related administrative guidance and judicial interpretations. “RBC Ratio” means with respect to RNIC as of the Effective Time, the ratio (expressed as a percentage) of (a) its Total Adjusted Capital over (b) its Company Action Level RBC. “Regulation” means any rule, regulation, policy or interpretation (regarding such rule, regulation or policy) of any Governmental Authority. “Reinsurance and Renewal Rights Agreement” means that certain Reinsurance and Renewal Rights Agreement to be entered by and between MML and HMLIC on the Closing Date, in substantially the form attached hereto as Exhibit A. “Reinsured Business” means the business of MML to the extent related to the Reinsured Policies, including issuing, underwriting, selling, distributing, marketing, delivering, cancelling, reinsuring and administering the Reinsured Policies. “Reinsured Policies” means, collectively, the group life and disability Insurance Contracts, together with all binders, slips, certificates, endorsements, renewals and riders thereto, issued or reinsured by MML and set forth in the Reinsured Policy Seriatim File. “Reinsured Policy Seriatim File” means the file set forth on Section 1.1(f) of the Sellers Disclosure Schedule.

 
- 15 - “Renewal Rights” means MML’s existing rights to (a) renew or replace any of the Reinsured Policies and (b) offer, quite, bind, administer and solicit renewals of and replacement coverages for such Reinsured Policies, subject in the case of each of (a) and (b) to all rights of producers and policyholders and applicable Law. “Representatives” means, with respect to any Person, its officers, directors, managers, employees, investment bankers, attorneys, accountants, financial or other advisors or other agents. “Reserves” means all statutory reserves (including reserves established under applicable Law or SAP for payment of benefits, losses (including incurred but not reported losses and losses in the course of settlement), claims, expenses, unearned premium and similar purposes) maintained by the Acquired Companies or MML (solely with respect to the Reinsured Business), as applicable, with respect to their respective Insurance Contracts. “RNIC Adjusted Statutory Book Value” means an amount, determined in accordance with the Specified Accounting Principles, and after giving effect to the Pre-Closing Transactions and the Pre-Closing Dividend to the extent declared and paid in cash to MMO prior to the Closing, and without regard to any effect of any Section 338(h)(10) Election, equal to (a) the aggregate statutory capital and surplus of RNIC as of the Effective Time as would be required to be reflected in line 38, column 1 in the “Surplus and Other Funds” section of the 2025 NAIC Statement Blank or the successor to such line number, plus (b) the aggregate asset valuation reserve of RNIC as of the Effective Time as would be required to be reflected in line 24.01, column 1 in the “Liabilities, Surplus and Other Funds” section of the 2025 NAIC Statement Blank or the successor to such line number, minus (c) the Deferred Tax Asset as of the Effective Time (which, for the avoidance of doubt, shall not be offset by the Deferred Tax Loss as of the Effective Time). “RNIC Adjusted Statutory Book Value Deficit” means the amount, if any, by which (a) for purposes of the Estimated RNIC Closing Payment, the Estimated RNIC Adjusted Statutory Book Value Target exceeds the Estimated RNIC Adjusted Statutory Book Value, and (b) for purposes of the Final RNIC Closing Payment, the Final RNIC Adjusted Statutory Book Value Target exceeds the Final RNIC Adjusted Statutory Book Value. “RNIC Adjusted Statutory Book Value Surplus” means the amount, if any, by which (a) for purposes of the Estimated RNIC Closing Payment, the Estimated RNIC Adjusted Statutory Book Value exceeds the Estimated RNIC Adjusted Statutory Book Value Target, and (b) for purposes of the Final RNIC Closing Payment, the Final RNIC Adjusted Statutory Book Value exceeds the Final RNIC Adjusted Statutory Book Value Target. “RNIC Adjusted Statutory Book Value Target” means (a) for purposes of determining the Estimated RNIC Closing Payment, $34 million, and (b) for purposes of determining the Final RNIC Closing Payment, an amount equal to the greater of: (i) $34 million; or (ii) an amount equal to the sum of:

 
- 16 - (A) the amount of Total Adjusted Capital that would cause the RBC Ratio of RNIC to equal at least 400% and (B) $10 million. “RNIC Base Price” means $125,000,000. “RNIC Business” means the business of RNIC and its Subsidiaries, but in all cases excluding the Excluded Business Policies and its related business. “RNIC Closing Payment” means an amount equal to (a) the RNIC Base Price, plus (b) any RNIC Adjusted Statutory Book Value Surplus, minus (c) any RNIC Adjusted Statutory Book Value Deficit, minus (d) the unpaid portion of the Transaction Expenses. “RNIC Excluded Investment Asset Portfolio” means the portfolio of RNIC Investment Assets identified on Annex D, with such changes as may be made in accordance with the Asset Management Protocols. “SAP” means, with respect to any regulated insurance company, the statutory accounting practices prescribed by the Governmental Authority responsible for the regulation of insurance companies in the jurisdiction in which such company is domiciled, consistently applied. “Schedules” means collectively the Sellers Disclosure Schedules and the Buyer Disclosure Schedules. “SEC” means the Securities and Exchange Commission. “Security Breach” means any actual or reported (i) loss or misuse (by any means) of Personal Information, (ii) unauthorized access to any IT System that compromises the privacy or security of Personal Information, (iii) inadvertent, unauthorized and/or unlawful processing of Personal Information, or (iv) other act or omission that compromises or may compromise the security, confidentiality or integrity of Personal Information or the security or operation of any IT System. “Seller Confidential Information” means, other than Business Confidential Information, all non-public information made available to Buyer or its Affiliates or their respective Representatives by Sellers or their Affiliates or their respective Representatives (including information disclosed in the course of negotiation of this Agreement or any other Transaction Document) regarding Sellers or their Affiliates (other than the Acquired Companies), and not primarily related to the Businesses, except that “Seller Confidential Information” shall not include, except with respect to Personal Information, information that (i) is or becomes generally available to the public (other than as a result of its disclosure in violation of Section 5.3(b)), (ii) was already known to Buyer or its Affiliates (other than by previous disclosure by Sellers or their Affiliates or their respective Representatives) as of the date hereof and not subject to any duty of confidentiality to Sellers or their Affiliates or their Representatives, (iii) is independently developed by Buyer or its Affiliates without reference to any Seller Confidential Information or (iv) is lawfully made available or known to Buyer or its Affiliates by a Person not subject to any duty of confidentiality to Sellers or their Affiliates or their respective Representatives.

 
- 17 - “Sellers Disclosure Schedule” means the Sellers Disclosure Schedule delivered by Sellers to Buyer concurrently with the execution of this Agreement. “Seller Key Employees” means each employee of any Seller or its Affiliates identified on Annex E. “Seller Material Adverse Effect” means with respect to Seller, each Acquired Company or a Business, as the case may be, any fact, circumstance, condition, event, development, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on (a) the business, properties, assets, liabilities, results of operations or financial condition of Seller, such Acquired Company or such Business (taken as a whole) but excluding any such effect to the extent resulting from or arising out of: (i) changes in general political, economic or securities or financial market conditions (including general changes in interest rates or equity prices), (ii) any matter generally affecting the industries in which Sellers, the Acquired Companies or the Businesses operate, (iii) any change or proposed change in GAAP, SAP or applicable Law or interpretations thereof, (iv) natural catastrophe events, hostilities, acts of war or terrorism, or any escalation or worsening thereof, (v) any epidemics, pandemics, disease outbreaks or other public health emergencies, (vi) the public announcement of the transactions contemplated hereby, or (vii) any failure by the Acquired Companies or the Businesses to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition) will not be excluded); provided further, that the fact, circumstance, condition, event, development, occurrence, change or effect referred to in the case of the preceding (i) through (v) does not disproportionately affect Sellers, such Acquired Company or the Businesses relative to similarly situated companies or businesses in the industries in which Sellers, such Acquired Company or the Businesses, as applicable, operate, or (b) the ability of Sellers to timely consummate the transactions contemplated by this Agreement and the other Transaction Documents. “Seller Party” means Sellers and any of their Subsidiaries that is or will be a party to a Transaction Document. “Separation” means the segregation, separation, and de-coupling by MMO and its Affiliates of (i) the Books and Records to the extent not readily able to be transferred at Closing, (ii) any systems or assets used by the Acquired Companies that will not be retained by MMO and its Affiliates in accordance with the terms hereof, and (iii) all other Transferred Assets, each in a commercially reasonable format that is non-proprietary to Sellers and their Affiliates and readily available for the Buyer to use in connection with the Migration. “Shared Contracts” means (a) Contracts pursuant to which a third party provides material services or benefits to any Seller or one or more of its Affiliates in respect of any Business and any other business of such Seller or its Affiliates and (b) Contracts pursuant to which any Seller or one or more of its Affiliates provide services or benefits to a third party in respect of both any Business and any other business of Seller or its Affiliates. “Software” means all computer software, including but not limited to application software, system software, firmware, middleware, mobile digital applications, application

 
- 18 - programing interfaces (APIs) and other software interfaces, software development kits (SDKs), assemblers, applets, compilers and binary libraries including all source code and object code versions and materials pertaining thereto of any and all of the foregoing, in any and all forms and media, and all related documentation. “Specified Accounting Principles” means the principles, practices and methodologies set forth on Annex F. “Specified Data” means the data and information set forth on Annex G. “Specified Reinsurance Agreement” means the Contract set forth on Annex H. “Statutory Statements” means the RNIC Statutory Statements and the MML Statutory Statements. “Straddle Period” means a Taxable period that includes, but does not end on, the Closing Date. “Subsidiary” with respect to any Person, means any corporation, partnership, joint venture, limited liability company or other legal entity of which such Person owns, directly or indirectly, greater than 50% of the capital stock or other equity interests that are generally entitled to vote for the election of the board of directors or other governing body of such corporation, partnership, joint venture, limited liability company or other legal entity or to vote as a general partner thereof. “Tax” (and, with correlative meaning, “Taxes”) means any and all federal, state, foreign or local income, premium, retaliatory, excise, gross receipts, occupation, value added, alternative minimum, ad valorem, goods and services, capital stock, sales, use, employment, withholding, social security, unemployment, disability, franchise, profits, gains, property, transfer, payroll, stamp, estimated or other tax, fee, duty, levy, custom, tariff, impost, assessment or charge of the same or of a similar nature to any of the foregoing (whether payable directly or by withholding) imposed by any Tax Authority, together with any interest and any penalties thereon or additional amounts with respect thereto; provided, that any guarantee fund assessment or escheatment obligation shall not be treated as a Tax. “Tax Authority” means any Governmental Authority having jurisdiction over the assessment, determination, collection or imposition of any Tax. “Tax Returns” means any return, report or similar statement required to be filed or provided with respect to any Tax (including any attached schedules), including any information return, claim for refund, amended return or declaration of estimated Tax. “Territory” means the United States of America. “Total Adjusted Capital” means, with respect to RNIC as of the Effective Time, its “total adjusted capital” as defined in Illinois Statutes Chapter 215, Insurance 5/35A-5 as in effect on the date of determination, calculated in accordance with the Specified Accounting Principles and after giving effect to the Pre-Closing Transactions.

 
- 19 - “Trademark License Agreement” means that certain Trademark License Agreement to be entered by and among MMO, RNIC and HMLIC (and such other Affiliates of Buyer and Seller as may be mutually agreed by the parties) on the Closing Date, in a form mutually agreed by the parties, provided that the term of the Trademark License Agreement shall be six (6) months and provide the licensee with a thirty (30) day cure period for inadvertent and unintentional uses of a mark past the term. “Transaction Documents” means, collectively, this Agreement, the Reinsurance and Renewal Rights Agreement, the Medicare Supplement Reinsurance Agreement, the Transition Services Agreement, the Closing Bill of Sale, the Closing Assignment and Assumption Agreement, the Trademark License Agreement, and such other instruments and agreements required by this Agreement to be executed and delivered hereunder. “Transaction Expenses” means the sum, without duplication, of the following relating to the Acquired Companies: (i) all fees and expenses incurred or payable by or on behalf of the Acquired Companies which are incurred by or on behalf of the Acquired Companies prior to, and remain unpaid at, the Closing in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, including all legal, accounting, financial advisory, regulatory or consent fees, consulting, finders and all other fees and expenses (in each case whether or not billed or invoiced prior to the Closing), (ii) any unpaid bonus, retention, change-in-control, transaction or similar payment obligations, or any severance payments, payable by the Acquired Companies to any Person resulting from, or in connection with, the transactions contemplated hereby (but excluding any “double-trigger” severance or similar payments caused by actions taken by Buyer or any Acquired Company at or after the Closing), and the employer portion of the amount of any employment, payroll or similar taxes of the Acquired Companies attributable to the foregoing payments in this clause (ii), (iii) fifty percent (50%) of all unpaid Transfer Taxes, and (iv) fifty percent (50%) of the cost of purchasing the tail policy referred to in Section 5.12. Notwithstanding anything contained herein to the contrary, none of the foregoing amounts shall be (A) counted twice in the determination of the amount of Excluded Liabilities or Indebtedness or (B) deemed to be Transaction Expenses to the extent (1) paid on or prior to the Closing Date or (2) accrued in the Estimated Statements or the Closing Statements. “Transaction IMR” means an amount equal to the amount of IMR (calculated on a pre- tax basis) that is created on the Closing Date as a direct result of the transfer of assets by MML to HMLIC pursuant to this Agreement and the Reinsurance and Renewal Rights Agreement, determined in accordance with SAP applicable to MML and which amount shall not be less than zero. “Transfer Taxes” means all sales, use, transfer, valued added, goods and services, gross receipts, excise, conveyance, documentary, stamp duty, recording, harmonized sales, sales and use, value added, registration and other similar Taxes, charges and fees (including any penalties, interest and additions to Tax) incurred in connection with transactions contemplated by this Agreement and the other Transaction Documents, whether payable by Sellers, the Acquired Companies, Buyer or its Affiliates.

 
- 20 - “Transferred Assets” means (i) the assets, properties and rights of any Seller or its Affiliates that are identified on Section 1.1(g) of the Sellers Disclosure Schedule, (ii) all Books and Records (other than Books and Records owned by an Acquired Company as of the Closing), and (iii) all Renewal Rights. “Transferred Contracts” means the Contracts to which any Seller or its Affiliates (other than the Acquired Companies) is a party that are identified on Section 1.1(h) of the Sellers Disclosure Schedule. “Transferred Liabilities” means all Liabilities of Sellers and their Affiliates to the extent related to the Transferred Assets or the Transferred Contracts following the Closing Date. For the avoidance of doubt, Transferred Liabilities shall not include any Excluded Liabilities. “Transition Services Agreement” means that certain Transition Services Agreement to be entered by and between MMO, RNIC and HMLIC on the Closing Date, in substantially the form attached hereto as Exhibit C. “Treasury Regulations” means all proposed, temporary and final regulations promulgated under the Code, as such regulations may be amended from time to time. “Unclaimed Property Matter” means any and all matters to the extent arising out of or reflecting (i) the use or non-use of the Social Security Death Master File in the administration of the Insurance Contracts, (ii) amounts of unclaimed property or escheat obligations relating to the Insurance Contracts, RNIC or MML, including, without limitation, in respect of unclaimed life insurance or other benefits and amounts payable to beneficiaries or any other Persons under the Insurance Contracts or otherwise or (iii) any audit or investigation by or on behalf of any Governmental Authority or third party relating to the foregoing. “UICA” means United Insurance Company of America, an Illinois domiciled stock insurance company. “UICA Coinsurance Agreement” means the Coinsurance Agreement, dated as of December 1, 2022, by and between UICA, as ceding company, and RNIC, as the reinsurer. “Valuation Methodologies” means the procedures, principles and methodologies for the valuation of assets set forth in Annex I. 1.2 Table of Defined Terms. Terms that are not defined in Section 1.1 have the meanings set forth in the following Sections: Acquired Companies ...................................................................................... Recitals Actuarial Analyses ......................................................................................... 3.26(d) Adjustment Report ......................................................................................... 2.5(e)(v) ADSP ............................................................................................................. 8.5(b) Agreement ..................................................................................................... Preamble Allocation Schedule ....................................................................................... 8.7 Alternative Transaction .................................................................................. 5.15(b) Assumed Medical Plan .................................................................................. 3.9(f)

 
- 21 - Assumed Reinsurance Contracts.................................................................... 3.11(b) Buyer .............................................................................................................. Preamble Buyer Indemnified Persons ............................................................................ 9.2(a) Ceded Reinsurance Contracts ........................................................................ 3.11(a) Closing ........................................................................................................... 2.2 Closing Date................................................................................................... 2.2 Closing Statements......................................................................................... 2.5(c)(ii) COBRA .......................................................................................................... 5.13(g) Company Intellectual Property Rights ........................................................... 3.20(a) Company Real Property Leases ..................................................................... 3.17(a) Competing Business....................................................................................... 5.11(a) Condition Satisfaction .................................................................................... 2.2 Contractors ..................................................................................................... 3.16(b) Deductible ...................................................................................................... 9.3(a) Dispute Notice ............................................................................................... 2.5(e)(ii) D&O ............................................................................................................... 5.12 Effective Time ............................................................................................... 2.2 Employee Census ........................................................................................... 3.16(a) Enforceability Exceptions .............................................................................. 3.4 Environmental Laws ...................................................................................... 3.22(c)(i) Environmental Permits................................................................................... 3.22(c)(ii) Estimated Ceding Commission ...................................................................... 2.4(a)(ii) Estimated Initial Reinsurance Premium......................................................... 2.4(a)(ii) Estimated Net Initial Reinsurance Settlement Amount ................................. 2.4(a)(ii) Estimated Reinsurance Settlement Statement ................................................ 2.4(a)(ii) Estimated RNIC Adjusted Statutory Book Value .......................................... 2.4(a)(i) Estimated RNIC Adjusted Statutory Book Value Target .............................. 2.4(a)(i) Estimated RNIC Closing Payment................................................................. 2.4(a)(i) Estimated RNIC Closing Statement............................................................... 2.4(a)(i) Estimated Statements ..................................................................................... 2.4(a)(ii) Estimated Transaction Expenses.................................................................... 2.4(a)(i) Fundamental Representations ........................................................................ 9.1 General Reps Cap .......................................................................................... 9.3(a) Grandfathered Medical Plan .......................................................................... 3.9(f) Hazardous Substances .................................................................................... 3.22(c)(iii) HMLIC ........................................................................................................... Recitals Inactive Employees ........................................................................................ 5.13(a)(ii) Indemnifiable Losses ..................................................................................... 9.4(c) Indemnitee...................................................................................................... 9.4(a) Indemnitor ...................................................................................................... 9.4(b) Independent Accounting Firm ....................................................................... 2.5(e)(iv) Intercompany Agreements ............................................................................. 3.23(a) Interested Party .............................................................................................. 3.23(c) Investment Asset Report ................................................................................ 5.18(a) Investment Guidelines ................................................................................... 3.25(b) Leased Real Property ..................................................................................... 3.17(a)

 
- 22 - Material Contracts .......................................................................................... 3.6(a)(xiv) Medicare Supp Competing Business ............................................................. 5.11(e) MML .............................................................................................................. Preamble MML Material Independent Producers .......................................................... 3.10(a) MML Most Recent Statutory Statements ...................................................... 3.8(a) MML Reference Statement ............................................................................ 3.8(h) MML Statutory Statements ............................................................................ 3.8(a) MMO.............................................................................................................. Preamble MMO Plan ..................................................................................................... 5.13(a)(v) NASEBO........................................................................................................ Recitals NASEBO Shares ............................................................................................ Recitals New York Court ............................................................................................. 10.12(a) Non-Transferred Employees .......................................................................... 5.13(a)(i) Offered Employee .......................................................................................... 5.13(a)(i) Outside Date................................................................................................... 7.1(b) PPACA ........................................................................................................... 3.9(f) Privileged Deal Communications .................................................................. 10.14(b) RAC ............................................................................................................... Recitals RAC Shares .................................................................................................... Recitals RBC Reports .................................................................................................. 3.8(c) Reinsurance Agreement Termination ............................................................ 5.20 Reinsurance Contracts ................................................................................... 3.11(b) Reinsurance Settlement Statement ................................................................. 2.5(c)(ii) Release ........................................................................................................... 3.22(c)(iv) Required Governmental Authorizations ........................................................ 3.5(b) Restricted Customers ..................................................................................... 5.11(f)(i) Restricted Period ............................................................................................ 5.11(f)(ii) Retained Litigation......................................................................................... 9.4(d) Retention Bonus Agreement .......................................................................... 5.13(c) Review Period ................................................................................................ 2.5(e)(i) RNIC ............................................................................................................. Recitals RNIC Closing Statement................................................................................ 2.5(c)(i) RNIC Most Recent Statutory Statements ...................................................... 3.8(a) RNIC Purchase Price ..................................................................................... 2.1(b)(i) RNIC Reference Statement ............................................................................ 3.8(g) RNIC Shares ................................................................................................. Recitals RNIC Statutory Statements ............................................................................ 3.8(a) Scheduled Company Intellectual Property..................................................... 3.20(a) Section 338(h)(10) Allocation Schedule ........................................................ 8.5(b) Section 338(h)(10) Elections ......................................................................... 8.5(a) Seller Indemnified Persons ............................................................................ 9.2(b) Seller, Sellers ................................................................................................ Preamble Seller Returns ................................................................................................. 8.2(a)(i) Sensitive Information ..................................................................................... 5.4(a) Separation and Migration Plan....................................................................... 5.22(a) SMC ............................................................................................................... Recitals

 
- 23 - SMC Shares ................................................................................................... Recitals Specified Shared Contracts ............................................................................ 5.21 Squire ............................................................................................................. 10.14(a) Straddle Returns ............................................................................................. 8.2(a)(ii) Survival Period............................................................................................... 9.1 Third-Party Consents ..................................................................................... 5.4(d) Third Party Claim .......................................................................................... 9.4(e) Transferred Employee Personnel Files .......................................................... 5.13(d) Transferred Employees .................................................................................. 5.13(a)(i) Transferred Investment Assets ....................................................................... 2.4(a)(ii) Updated Excluded Business Policy Seriatim File .......................................... 2.3(a)(x) Updated Reinsured Policy Seriatim File ........................................................ 2.3(a)(ix) WARN, WARN Acts ..................................................................................... 3.16(e) ARTICLE II. PURCHASE AND SALE AND REINSURANCE 2.1 Purchase and Sale of RNIC Shares and Reinsurance Transaction. (a) Transactions Prior to the Closing: Prior to the Closing, Sellers shall, and shall cause their Affiliates (including the Acquired Companies) to, consummate the Pre-Closing Transactions (as hereinafter defined) pursuant to this Agreement and the other applicable agreements by which the Pre-Closing Transactions are to be effected and by other necessary or appropriate instruments that are in a form reasonably mutually acceptable to Buyer and Sellers. (b) Closing Transactions. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, following consummation of the Pre-Closing Transactions: (i) MMO shall sell to Buyer, and Buyer shall purchase from MMO, all of the RNIC Shares, free and clear of any Liens (other than Liens imposed under applicable securities laws), for a purchase price (the “RNIC Purchase Price”) in cash equal to the RNIC Base Price, as adjusted pursuant to Section 2.4 and Section 2.5; (ii) MML shall, and Buyer shall cause HMLIC to, enter into the Reinsurance and Renewal Rights Agreement, in connection with which (x) MML shall transfer to HMLIC, as part of the Net Initial Reinsurance Settlement Amount, Investment Assets with an aggregate Fair Market Value equal to the Initial Reinsurance Premium, as adjusted pursuant to Section 2.4 and Section 2.5, and (y) HMLIC shall pay, and Buyer shall cause HMLIC to pay, to MML the Ceding Commission (which shall be netted from the Initial Reinsurance Premium as part of the Net Initial Reinsurance Settlement Amount in accordance with the terms hereof), in each case pursuant to Section 2.4 and Section 2.5; (iii) (A) Sellers shall, and shall cause their Affiliates (other than the Acquired Companies) to, sell, convey, assign, transfer and deliver to Buyer or one or more of Buyer’s Affiliates designated by Buyer, free and clear of all Liens other than Permitted Liens, and Buyer shall or shall cause one or more of its Affiliates to purchase, acquire and accept from Sellers and their Affiliates, all of Sellers’ and each such Affiliate’s right, title and interest in and to the

 
- 24 - Transferred Assets pursuant to the Closing Bill of Sale; (B) Sellers shall, and shall cause their Affiliates (other than the Acquired Companies) to, assign to Buyer or one or more of Buyer’s Affiliates designated by Buyer, and Buyer shall or shall cause one or more of its Affiliates to assume, the Transferred Liabilities, and (C) Sellers shall, and shall cause their Affiliates to, sell, convey, assign, transfer and deliver to Buyer or one or more of Buyer’s Affiliates designated by Buyer, free and clear of all Liens other than Permitted Liens, and Buyer shall or shall cause one or more of its Affiliates to assume, the Transferred Contracts, in each case of clauses (B) and (C) pursuant to the Closing Assignment and Assumption Agreement; (iv) MMO, RNIC, and HMLIC shall enter into the Transition Services Agreement; (v) MMO and HMLIC shall enter into the Trademark License Agreement; and (vi) The parties shall, and shall cause their applicable Affiliates to, consummate the other transactions contemplated by this Agreement and the other Transaction Documents to occur at the Closing in accordance with this Agreement. 2.2 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place by electronic exchange of documents on (i) the first Business Day of the calendar month immediately following the calendar month in which all of the conditions set forth in Article VI have been satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) in accordance with this Agreement (the “Condition Satisfaction”), or (ii) if the Condition Satisfaction occurs less than three (3) Business Days prior to the last Business Day of a calendar month, then the Closing shall occur on the first Business Day of the second month following the month in which the Condition Satisfaction occurs, provided that, in any case, the Closing shall not occur before January 1, 2027, or at such other time as the parties hereto may mutually agree. The date on which the Closing actually occurs is referred to in this Agreement as the “Closing Date.” For accounting and computational purposes, the Closing will be deemed effective as of 12:00:01 a.m., Eastern Time on the first day of the calendar month in which the Closing occurs (the “Effective Time”). 2.3 Closing Deliveries. (a) At or prior to the Closing, Sellers shall deliver or cause to be delivered to Buyer: (i) certificates representing the RNIC Shares, duly endorsed in blank or accompanied by sufficient instruments of transfer and bearing all requisite stock transfer stamps; (ii) counterparts of each Transaction Document other than this Agreement to which a Seller Party is a party, duly executed by such Seller Party; (iii) a validly executed “certificate of non-foreign status”, in a form reasonably acceptable to Buyer, that complies with the requirements of the Treasury Regulations under Section 1445(b)(2) of the Code;

 
- 25 - (iv) a certificate executed by an authorized officer of each Seller, dated as of the Closing Date, certifying as to such Seller’s satisfaction of the conditions set forth in Section 6.2(a) and Section 6.2(b); (v) a certificate of an officer of Seller in the form reasonably acceptable to the Buyer executed by an authorized officer of Seller, dated no more than five Business Days prior to the Closing Date, setting forth the true, accurate and complete information required to be listed on Section 3.16(a) of the Sellers Disclosure Schedule, but updated as of the date of such certificate; (vi) a certificate of good standing or equivalent certificate from the applicable jurisdiction of incorporation or formation of each Acquired Company and MML; (vii) resignations of those directors, managers and officers of the Acquired Companies designated by Buyer prior to Closing effective as of the Effective Time; (viii) two (2) originally signed copies of IRS Form 8023, with attached schedules as required thereto, containing information required by the IRS with respect to each shareholder (as defined in the Treasury Regulations) of RNIC, and signed by MMO and its appropriate Affiliates in accordance with the IRS instructions to such form; (ix) an updated Reinsured Policy Seriatim File (the “Updated Reinsured Policy Seriatim File”) in the same form and including the same categories of information as the Reinsured Policy Seriatim File, updated to include such information as of the Effective Time; and (x) an updated Excluded Business Policy Seriatim File (the “Updated Excluded Business Policy Seriatim File”) in the same form and including the same categories of information as the Excluded Business Policy Seriatim File, updated to include such information as of the Effective Time. (b) At or prior to the Closing, Buyer shall make the payments contemplated by Section 2.4 and also deliver or cause to be delivered to Sellers: (i) counterparts of each Transaction Document other than this Agreement to which a Buyer Party is a party, duly executed by such Buyer Party; (ii) a certificate executed by an authorized officer of Buyer, dated as of the Closing Date, certifying as to Buyer’s satisfaction of the conditions set forth in Section 6.3(a) and Section 6.3(b); (iii) certificates of good standing from the applicable jurisdiction of incorporation or formation of Buyer and HMLIC; and (iv) two (2) originally signed copies of IRS Form 8023, with attached schedules as required thereto, containing information required by the IRS with respect to each shareholder (as defined in the Treasury Regulations) of Buyer, and signed by Buyer and its appropriate Affiliates in accordance with the IRS instructions to such form.

 
- 26 - 2.4 Payment at Closing. (a) No later than five (5) Business Days prior to the anticipated Closing Date, Sellers shall cause to be prepared and delivered to Buyer: (i) a statement (the “Estimated RNIC Closing Statement”) consisting of (A) a pro forma consolidated balance sheet of RNIC and its Subsidiaries as of the Effective Time, prepared in accordance with the Specified Accounting Principles and taking into account the Pre- Closing Transactions, and (B) based on such balance sheet, Sellers’ good faith estimate of (1) the RNIC Adjusted Statutory Book Value (the “Estimated RNIC Adjusted Statutory Book Value”), (2) the RNIC Adjusted Statutory Book Value Target (the “Estimated RNIC Adjusted Statutory Book Value Target”), (3) the resulting RNIC Adjusted Statutory Book Value Surplus or RNIC Adjusted Statutory Book Value Deficit, as applicable, (4) the unpaid portion of the Transaction Expenses as of the Closing (the “Estimated Transaction Expenses”) and (5) the resulting RNIC Closing Payment (the “Estimated RNIC Closing Payment”). The Estimated RNIC Closing Statement shall be (1) prepared consistent with the Specified Accounting Principles and the same calculation attached thereto for illustrative purposes only, (2) with respect to the pro forma consolidated balance sheet, prepared in the same format and consistent with the methodologies used in the preparation of the RNIC Reference Statement, (3) accompanied by reasonable supporting detail of the amounts and calculations set forth therein; and (4) accompanied by a written certificate of an authorized officer of MMO certifying that the Estimated RNIC Closing Statement (x) was prepared in good faith, and (y) is derived from the Books and Records; and (ii) a statement (the “Estimated Reinsurance Settlement Statement” and, collectively with the Estimated RNIC Closing Statement, the “Estimated Statements”) consisting of (A) a pro forma balance sheet of MML solely with respect to the Reinsured Business as of the Effective Time, prepared in accordance with the Specified Accounting Principles and taking into account the Pre-Closing Transactions, (B) Sellers’ good faith estimate of (1) the Initial Reinsurance Premium (the “Estimated Initial Reinsurance Premium”), (2) the Ceding Commission (the “Estimated Ceding Commission”), and (3) the resulting Net Initial Reinsurance Settlement Amount (the “Estimated Net Initial Reinsurance Settlement Amount”) derived from such balance sheet, (C) a list of Investment Assets to be transferred in accordance with Section 2.4(b)(ii), which assets will be selected by MML from the Initial MML Portfolio with the consent of the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed so long as such assets consist of cash, cash equivalents and liquid bonds rated NAIC-1) valued in accordance with the Valuation Methodologies and the amount of additional cash, if any, needed to pay the Estimated Net Initial Reinsurance Settlement Amount (such cash and assets, the “Transferred Investment Assets”), and (D) Sellers’ good faith estimate of the Book Value, Fair Market Value, Existing IMR and Transaction IMR as to each such asset, in each case, estimated as of the Effective Time, together with such schedules and data as may be reasonably appropriate to support such estimates. The Estimated Reinsurance Settlement Statement shall be (1) prepared consistent with the Specified Accounting Principles and the same calculation attached thereto for illustrative purposes only, (2) with respect to the pro forma balance sheet, prepared in the same format as and consistent with the methodologies used in the preparation of the MML Reference Statement, (3) accompanied by reasonable supporting detail of the amounts and calculations set forth therein, and (4) accompanied by a written certificate of

 
- 27 - an authorized officer of MML certifying that the Estimated Reinsurance Settlement Statement (x) was prepared in good faith and (y) was derived from the Books and Records. Between the delivery of the foregoing statements and the Closing, Buyer shall have a reasonable opportunity to review and discuss the Estimated RNIC Closing Statement and Estimated Reinsurance Settlement Statement with Sellers, and Sellers shall review and consider in good faith any revisions of the Estimated RNIC Closing Statement or Estimated Reinsurance Settlement Statement proposed by the Buyer; provided, that Buyer’s review shall not delay, condition or otherwise affect the Closing, and the Estimated RNIC Closing Statement and Estimated Reinsurance Settlement Statement as determined by Sellers in their sole discretion shall be used for purposes of determining the Estimated RNIC Closing Payment and Estimated Net Initial Reinsurance Settlement Amount. (b) In addition to the deliveries contemplated by Section 2.3, at the Closing: (i) Buyer shall pay to MMO, by wire transfer of immediately available funds to an account designated in writing by MMO, an amount equal to the Estimated RNIC Closing Payment; and (ii) (A) MML shall, in accordance with the Reinsurance and Renewal Rights Agreement and the terms herein, transfer to HMLIC the Transferred Investment Assets with an aggregate Fair Market Value equal to the Estimated Initial Reinsurance Premium as reflected on the Estimated Reinsurance Settlement Statement; and (B) HMLIC shall pay, and Buyer shall cause HMLIC to pay, to MML the Estimated Ceding Commission (which shall be netted from the Estimated Initial Reinsurance Premium) as reflected on the Estimated Reinsurance Settlement Statement. 2.5 Post-Closing Payment. (a) In the event that the Final RNIC Closing Payment as finally determined pursuant to this Section 2.5 is greater than the Estimated RNIC Closing Payment, Buyer shall pay MMO an amount in cash equal to the difference within five (5) Business Days after the final determination thereof. In the event that the Final RNIC Closing Payment as finally determined pursuant to this Section 2.5 is less than the Estimated RNIC Closing Payment, MMO shall pay Buyer an amount in cash equal to the absolute value of the difference within five (5) Business Days after the final determination thereof. Any payments required to be made by either party pursuant to this Section 2.5(a) shall be made by wire transfer of immediately available funds in accordance with the written instructions to be provided by the applicable recipient. (b) In the event that the Final Net Initial Reinsurance Settlement Amount as finally determined pursuant to this Section 2.5 is greater than the Estimated Net Initial Reinsurance Settlement Amount, MML shall pay HMLIC an amount in cash equal to the difference within five (5) Business Days after the final determination thereof. In the event that the Final Net Initial Reinsurance Settlement Amount as finally determined pursuant to this Section 2.5 is less than the Estimated Net Initial Reinsurance Settlement Amount, Buyer (on behalf of HMLIC) shall pay MML an amount in cash equal to the absolute value of the difference within five (5) Business Days after the final determination thereof. Any payments required to be made by either party

 
- 28 - pursuant to this Section 2.5(b) shall be made by wire transfer of immediately available funds in accordance with the written instructions to be provided by the applicable recipient. (c) No later than one hundred twenty (120) days after the Closing Date, Buyer shall deliver to the Sellers: (i) a statement (the “RNIC Closing Statement”) consisting of (A) a consolidated balance sheet of RNIC and its Subsidiaries as of the Effective Time, prepared in accordance with the Specified Accounting Principles and taking into account the Pre-Closing Transactions, and (B) based on such balance sheet, Buyer’s good faith calculation of (1) the RNIC Adjusted Statutory Book Value, (2) the RNIC Adjusted Statutory Book Value Target, (3) the resulting RNIC Adjusted Statutory Book Value Surplus or RNIC Adjusted Statutory Book Value Deficit, as applicable, (4) the unpaid portion of the Transaction Expenses as of the Closing Date, and (5) the resulting RNIC Closing Payment. The RNIC Closing Statement shall be prepared in the same format as and consistent with the Specified Accounting Principles and the same calculation attached thereto for illustrative purposes only; and (ii) a statement (the “Reinsurance Settlement Statement” and, collectively with the RNIC Closing Statement, the “Closing Statements”) consisting of (A) Buyer’s good faith calculation of (1) the Initial Reinsurance Premium, (2) the Ceding Commission, and (3) the resulting Net Initial Reinsurance Settlement Amount, and (B) Buyer’s good faith determination of the Book Value, Fair Market Value, Existing IMR and Transaction IMR as to each Transferred Investment Asset, in each case, estimated as of the Effective Time, together with such schedules and data as may be reasonably appropriate to support such amounts. The Reinsurance Settlement Statement shall be prepared in the same format as and consistent with the Specified Accounting Principles and the Valuation Methodologies. (d) In furtherance of such preparation of the Closing Statements, the Sellers (i) will make reasonably available the employees of Sellers and their Affiliates to Buyer and Buyer’s Representatives to the extent reasonably necessary for Buyer’s preparation of the Closing Statement, and (ii) shall provide access to all documentation, records and other information of Sellers and their Affiliates as Buyer or any of its Representatives may reasonably request to the extent reasonably necessary for Buyer’s preparation of the Closing Statements; provided, that such access does not unreasonably interfere with the conduct of the business of Sellers and their Affiliates. (e) (i) Sellers shall have forty-five (45) days from the date on which the applicable Closing Statement is delivered to it to review the calculations set forth therein (the “Review Period”). In furtherance of such review, Buyer shall (A) make reasonably available the employees of Buyer and its Affiliates to Sellers and Sellers’ respective Representatives to the extent necessary for Sellers’ review of the Closing Statements, and (B) shall provide access to all documentation, records and other information of the Buyer and its Affiliates as Sellers or any of their respective Representatives may reasonably request to the extent reasonably necessary for Sellers’ review of the Closing Statements; provided, that such access does not unreasonably interfere with the conduct of the business of Buyer or its Affiliates.

 
- 29 - (ii) If Sellers believe that any Closing Statement (including any amount or computation set forth therein) contains errors or was not prepared in accordance with the applicable Specified Accounting Principles, Sellers may, on or prior to the last day of the Review Period, deliver a notice to Buyer setting forth, in reasonable detail, each such disputed item or amount and the basis for Sellers’ disagreement therewith (the “Dispute Notice”). The Dispute Notice shall set forth, with respect to each disputed item, Sellers’ position as to the correct amount or computation that should have been included in the applicable Closing Statement. (iii) If Sellers do not deliver a Dispute Notice to Buyer with respect to a Closing Statement prior to the expiration of the Review Period, the amount or computation set forth in such Closing Statement shall be deemed accepted by Sellers. (iv) For a period of twenty (20) Business Days beginning on the date that Buyer receives a Dispute Notice, if any, Buyer and Sellers shall endeavor in good faith to resolve by mutual agreement all matters identified in the Dispute Notice. In the event that the parties are unable to resolve by mutual agreement any matter in the Dispute Notice within such twenty (20) Business Day period, Buyer or Sellers may engage Ernst & Young LLP, or if Ernst & Young LLP is unwilling or unable to serve, another independent accounting firm of national reputation, as mutually agreed by the parties hereto (the “Independent Accounting Firm”), to make a determination with respect to the matters identified in the Dispute Notice that are still in dispute. (v) Buyer and Sellers will direct the Independent Accounting Firm to render a determination within sixty (60) days after its retention, and Buyer, Sellers and their respective employees and agents will cooperate with the Independent Accounting Firm during its engagement. Buyer, on the one hand, and Sellers, on the other hand, shall promptly (and in any event within ten (10) Business Days) after the Independent Accounting Firm’s engagement, each submit to the Independent Accounting Firm their respective computations of the disputed items identified in the Dispute Notice and information, arguments and support for their respective positions, and shall concurrently deliver a copy of such materials to the other party. Each party shall then be given an opportunity to supplement the information, arguments and support included in its initial submission with one additional submission, delivered concurrently to the Independent Accounting Firm and the other party, to respond to any arguments or positions taken by the other party in such other party’s initial submission, which supplemental information shall be submitted to the Independent Accounting Firm (with a copy thereof to the other party) within five (5) Business Days after the first date on which both parties have submitted their respective initial submissions to the Independent Accounting Firm. The Independent Accounting Firm shall thereafter be permitted to request additional or clarifying information from the parties, and each of the parties shall cooperate and shall cause their Representatives to cooperate with such requests of the Independent Accounting Firm, provided that both parties are copied on all written communications and allowed to participate in all discussion with the Independent Accounting Firm. The Independent Accounting Firm shall determine, based solely on the materials so presented by the parties and upon information received in response to such requests for additional or clarifying information and not by independent review, only those issues in dispute

 
- 30 - specifically set forth in the Dispute Notice and shall render a written report to Buyer and Sellers (the “Adjustment Report”) in which the Independent Accounting Firm shall, after considering all matters set forth in the Dispute Notice, determine what adjustments, if any, should be made to the amounts and computations set forth in the applicable Closing Statement solely as to the disputed items. (vi) The Adjustment Report shall set forth, in reasonable detail, the Independent Accounting Firm’s determination with respect to each of the disputed items or amounts specified in the Dispute Notice, and the revisions, if any, to be made to the applicable Closing Statement, together with supporting calculations. In resolving any disputed item, the Independent Accounting Firm (A) shall be bound to the principles of this Section 2.5 and the terms of this Agreement, (B) shall limit its review to matters specifically set forth in the Dispute Notice, (C) shall not assign a value to any item higher than the highest value for such item claimed by either party or less than the lowest value for such item claimed by either party, and (D) shall act as experts and not arbitrators. (vii) All fees and expenses relating to the work of the Independent Accounting Firm shall be shared equally by Buyer, on the one hand, and Sellers, on the other hand. Buyer and Sellers shall each be responsible for paying the fees and expenses of their own respective attorneys, accountants and other representatives in connection with any dispute. The resolution of the disputes by the Independent Accounting Firm and the Adjustment Report, or any written agreement of Buyer and Sellers as to the resolution of the disputes, will be final, conclusive, and binding on the parties hereto. (viii) Any adjustments pursuant to this Section 2.5 shall be reflected in the Aggregate Purchase Price for all Tax purposes. ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLERS Except as set forth in the Sellers Disclosure Schedule, Sellers hereby jointly and severally represent and warrant to Buyer, as of the date hereof and as of the Closing Date, as follows: 3.1 Organization and Qualification. Each Seller is a corporation duly organized or incorporated, validly existing and in good standing under the Laws of the State of Ohio. RNIC is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Illinois. Each of SMC, RAC, and NASEBO is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Oklahoma. Each of the Acquired Companies (a) has all the requisite power and authority to own, lease and operate its respective properties and to carry on its respective business as it is now being conducted, except where any failure to have such power or authority would not reasonably be expected, individually or in the aggregate, to have a Seller Material Adverse Effect, and (b) is duly qualified to do business and is in good standing in each of the jurisdictions in which the ownership, operation or leasing of its respective properties and assets and the conduct of its respective business requires it to be so qualified, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Seller Material Adverse Effect.

 
- 31 - 3.2 Organizational Documents. Sellers have made available to Buyer true, complete and correct copies of the Organizational Documents of each Acquired Company, each as amended through the date hereof. No Acquired Company is in violation of its Organizational Documents. The Organizational Documents of the Acquired Companies that have been so delivered are in full force and effect. 3.3 Capitalization. (a) The issued and outstanding capital stock of RNIC consists of 343 shares of common stock, $7,500 par value per share, which constitute all of the RNIC Shares. The issued and outstanding capital stock of SMC consists of 375 shares of common stock, $1.00 par value per share, which constitute all of the SMC Shares. The issued and outstanding capital stock of RAC consists of 500 shares of common stock, $1.00 par value per share, which constitute all of the RAC Shares. The issued and outstanding capital stock of NASEBO consists of 500 shares of common stock, $1.00 par value per share, which constitute all of the NASEBO Shares. No other equity interests or other voting securities of an Acquired Company are issued or outstanding. The RNIC Shares, the SMC Shares, the RAC Shares and the NASEBO Shares have been duly authorized and validly issued and are fully paid and non-assessable. MMO owns beneficially and of record, and has good and valid title to, the RNIC Shares, free and clear of all Liens (other than Liens imposed under applicable securities laws). RNIC owns beneficially and of record, and has good and valid title to, the SMC Shares, free and clear of all Liens (other than Liens imposed under applicable securities laws). SMC owns beneficially and of record, and has good and valid title to, the RAC Shares and the NASEBO Shares, free and clear of all Liens (other than Liens imposed under applicable securities laws). Upon consummation of the transactions contemplated hereby, and subject to the terms and conditions herein, at the Closing, MMO will convey to Buyer all of the RNIC Shares free and clear of all Liens (other than Liens imposed under applicable securities laws). Except for SMC, RAC and NASEBO, no Acquired Company owns, and since January 1, 2023, has not owned, any equity securities in any Person. (b) The RNIC Shares, the SMC Shares, the RAC Shares and the NASEBO Shares were issued in compliance with applicable Law. The RNIC Shares, the SMC Shares, the RAC Shares and the NASEBO Shares were not issued in violation of the Organizational Documents of RNIC, SMC, RAC or NASEBO, as applicable, or any other agreement, arrangement or commitment to which MMO, RNIC, SMC, RAC or NASEBO is a party and are not subject to or in violation of any purchase option, call option, right of first refusal, first offer, co-sale or participation, preemptive right, subscription right or any similar right of any person. (c) There are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities or contracts or obligations of any kind (contingent or otherwise) to which an Acquired Company is a party or by which it is bound obligating it to issue, deliver or sell additional shares of its capital stock or other voting securities or obligating it to issue, grant, extend or enter into any such security, option, warrant, call, right, contract or obligation. Except as set forth in the Organizational Documents for an Acquired Company, as applicable, there are no (i) outstanding obligations of such Acquired Company to repurchase, redeem or otherwise acquire, directly or indirectly, its equity interests (or options or warrants to acquire any such equity interests), or (ii) outstanding or authorized securities, options, warrants, call rights or other similar rights obligating such Acquired Company to issue, transfer or sell or

 
- 32 - cause to be issued, transferred or sold any of its equity interests. There are no contracts or other agreements to which an Acquired Company or any of its Affiliates is a party relating to the voting, issuance, purchase, redemption, registration, repurchase, sale or transfer of any capital stock or equity interests in the Acquired Company. There are no preemptive rights, rights of first refusal (other than as set forth in the Organizational Documents of the applicable Acquired Company) or other similar rights with respect to the RNIC Shares, the SMC Shares, the RAC Shares or the NASEBO Shares or other interests in the Acquired Companies. Except for Investment Assets and the SMC Shares, the RAC Shares and the NASEBO Shares, no Acquired Company owns any shares of capital stock of or other voting or equity interests (including any securities exercisable or exchangeable for or convertible into shares of capital stock of or other voting or equity interests in) in any other Person. 3.4 Authority; Enforceability. Each Seller and the Acquired Companies have the requisite power and authority to (i) with respect to each Seller, execute and deliver this Agreement, with respect to each Seller and the Acquired Companies, each other Transaction Document to which it is a party and each instrument required to be executed and delivered by it prior to or at the Closing, (ii) perform its respective obligations hereunder and thereunder, as applicable, and (iii) consummate the transactions contemplated hereby and thereby, as applicable. The execution and delivery by each Seller of this Agreement, and the execution and delivery by each Seller and the Acquired Companies, as applicable, of each other Transaction Document to which it is a party and each instrument required to be executed and delivered by it prior to or at the Closing, the performance of its respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been, or (with respect to Transaction Documents and instruments that will be executed and delivered after the date of this Agreement) will be, duly and validly authorized by all necessary action on the part of such Seller or an Acquired Company, as applicable, no later than the Closing Date, and no other action on the part of such Seller or an Acquired Company is necessary to authorize this Agreement, any Transaction Document to which it is a party, any instrument required to be executed and delivered by it prior to or at the Closing or the consummation of transactions contemplated hereby or thereby. Each of the Transaction Documents to which a Seller or an Acquired Company is or will be a party have been or, with respect to the Transaction Documents to be executed and delivered at Closing, will be, duly and validly executed and delivered by such Seller or such Acquired Company, as applicable, and, assuming the due authorization, execution and delivery hereof by the other parties hereto or thereto, constitute legal, valid and binding obligations of such Seller or an Acquired Company, as applicable, enforceable against it in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Law relating to or affecting creditors’ rights generally, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Court before which any Proceeding therefor may be brought (the “Enforceability Exceptions”). 3.5 No Conflict; Required Filings and Consents. (a) Except as set forth on Section 3.5(a) of the Sellers Disclosure Schedule, the execution and delivery by each Seller of this Agreement, and by each Seller and each Acquired Company, as applicable, of the other Transaction Documents to which such Person is

 
- 33 - or will be a party or any instrument required by this Agreement or thereunder to be executed and delivered by it on or prior to the Closing Date do not, and the performance of this Agreement, the other Transaction Documents to which such Person is or will be a party and any instrument required by this Agreement or thereunder to be executed and delivered by it on or prior to the Closing do not and will not, (i) conflict with, require a vote, consent or notice under or violate the Organizational Documents of such Seller or the Acquired Companies, (ii) with or without notice or the passage of time or both, conflict with, require a consent or notice under or violate in any material respect any Law, material Permit or Order applicable to any Seller or an Acquired Company, or by which any of their properties, rights or assets are bound or affected, or (iii) with or without notice or the passage of time or both, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise would constitute a default) under or entitle any Person thereunder to terminate, accelerate or cause a breach or material default of, or result in the creation of any Lien upon any of the properties or assets of an Acquired Company under, or create any right of acceleration, termination, vesting, payment, exercise, suspension, revocation or cancellation of the loss of any right or benefit under any Contract, mortgage, lien, lease, agreement, indenture, trust, instrument, order, judgment or decree to which an Acquired Company is a party or which is binding upon an Acquired Company or upon any of the assets of an Acquired Company, except, in the case of clause (iii), as would not, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect or otherwise reasonably be expected to be material to either Business taken as a whole. (b) No Governmental Approval or Filing with any Governmental Authority is required to be obtained or made by a Seller Party or any Acquired Company in connection with the consummation of the transactions contemplated by this Agreement, except for (i) the Filings with Insurance Regulators and other Filings and approvals that are listed on Section 3.5(b) of the Sellers Disclosure Schedule (the consents, approvals, Orders, authorizations, acknowledgements and Filings required under or in connection with this clause (i), the “Required Governmental Authorizations”), (ii) any other Governmental Approval or Filing (A) required solely by reason of the participation of the Buyer (as opposed to any third party) in the transactions contemplated hereby, or (B) where the failure to obtain or make such Governmental Approval or make such Filing would not, individually or in the aggregate, be material to either Business or materially impair the ability of any Seller or any Acquired Company, as the case may be, to execute or perform its obligations under this Agreement or the other Transaction Documents or to timely consummate the transactions contemplated hereby or thereby. 3.6 Material Contracts. (a) Section 3.6(a) of the Sellers Disclosure Schedule sets forth a true and complete list of each Contract in force as of the date hereof (1) to which an Acquired Company is a party, (2) to which any Seller or any of its Affiliates (other than an Acquired Company) is a party and to the extent primarily relating to either Business, or (3) by which any of the assets, properties or rights of either Business are bound (and any amendments, supplements and modifications thereto), in each case, other than Excluded Business Policies, Reinsurance Contracts, and Contracts that are Excluded Assets, that:

 
- 34 - (i) is for the employment of, or any offer of employment to, any Employee, which provides for annual payments (excluding any incentive payments or commissions) in excess of $125,000, excluding offer letters entered into in the ordinary course of business by Employees that are terminable at-will; (ii) provides for the provision of goods and services to an Acquired Company involving expenditures or payables by an Acquired Company, or to Seller or its Affiliates involving expenditures or payables in respect of the Business, in each case in excess of $150,000 in the aggregate during the last twelve (12) months ended December 31, 2025; (iii) is with any Material Independent Producer; (iv) is a customer account agreement under which either Business had revenues in excess of $250,000 in the aggregate during the last twelve (12) months ended December 31, 2025; (v) is a credit agreement, mortgage, loan agreement, indenture, letter of credit, swap agreement or any other agreement, in each case relating to borrowing of money or extension of credit to the Acquired Companies, and each agreement pursuant to which the Acquired Companies are guaranteeing, or providing security for, indebtedness for borrowed money of any other Person or mortgaging, pledging or otherwise placing a Lien (other than Permitted Liens) on the assets of the Acquired Companies; (vi) contains (A) a restriction on the solicitation by any Acquired Company of specified customers for the purchase, renewal, lapse, or amendment of an Insurance Contract, (B) a restriction on the payment of dividends by any Acquired Company in respect of the equity interests of such Acquired Company (other than those imposed by applicable Laws), or (C) covenants limiting in any way the freedom of the Acquired Companies to compete in any line of business or in the marketing, selling or administration of any Insurance Contract (other than those imposed by applicable Laws), in each case, which is not terminable on ninety (90) days’ notice or less without restriction, liability or penalty; (vii) (A) requires payments to or from an Acquired Company or the Seller or its Affiliates (other than any Acquired Company) to the extent relating to either Business in excess of $100,000 per annum representing an interest in or in respect of any material rights, assets or property, but excluding Contracts for commercial generally available Software for an annual fee of less than $100,000, or (B) relates to any Leased Real Property; (viii) restricts or grants rights to use Intellectual Property owned by third parties that is material to any Business, but in each case excluding (A) Contracts for commercial generally available Software for an annual fee of less than $100,000 or for cybersecurity or information technology security services, and (B) Contracts containing confidentiality provisions that would not otherwise be required to be set forth pursuant to this Section 3.6(a)(viii) but for an express or implied right therein to use confidential or proprietary information;

 
- 35 - (ix) is a contract which provides for annual payments in excess of $150,000 pursuant to which any material function of a Business is outsourced or otherwise performed by an unaffiliated Person; (x) relates to the allocation or sharing of Taxes, costs or expenses other than any tax sharing agreements between an Acquired Company and any Seller or its Affiliates that will be terminated prior to the Closing; (xi) is a joint venture, investment, partnership, stockholder, limited liability or other similar Contract (other than Contracts with respect to Investment Assets); (xii) (A) is with a Governmental Authority that is binding on an Acquired Company or applies to the Reinsured Business or (B) relates to any settlement during the last three (3) years of any Proceeding in excess of $300,000; (xiii) except for Contracts that are terminable within ninety (90) days or less, Contracts that require the written consent of, or grant a termination right to, any party thereto in connection with the consummation of the transactions contemplated hereby; or (xiv) relates to the acquisition or disposition of any material business of the Acquired Companies during the last three (3) years or any other similar Contract that includes an ongoing material indemnification obligation or guarantee of the Acquired Companies (other than with respect to Investment Assets) (all such instruments described in this Section 3.6(a), collectively, the “Material Contracts”). (b) True and complete copies of all Material Contracts, including all amendments thereto, have been made available to Buyer. Each Material Contract is in full force and effect, is a valid and binding obligation of the Acquired Companies or the Sellers or their Affiliates to the extent such Persons are parties thereto, as applicable, and to the Knowledge of Sellers, of each other party thereto and is enforceable in accordance with its terms against the Acquired Companies or the Sellers or their Affiliates to the extent such Persons are parties thereto, as applicable, and, to the Knowledge of Sellers, against each other party to such Material Contract, subject in each case to the Enforceability Exceptions. None of the Acquired Companies or the Sellers or their Affiliates to the extent such Persons are parties thereto, as applicable, nor, to the Knowledge of Sellers, any other party to any Material Contract, is in material default, breach or violation of such Material Contract and no party has given written notice to an Acquired Company of any material default, breach or violation of such Material Contract. The Material Contracts do not contain any provision that would allow any party to a Material Contract to increase any amount payable thereunder as a result of the consummation of the transactions contemplated by this Agreement. No Acquired Company has received written or, to the Knowledge of Sellers, oral notice, of cancellation of any Material Contract. 3.7 Compliance with Law; Permits. (a) Except as set forth in Section 3.7(a) of the Sellers Disclosure Schedule, since January 1, 2023, each Acquired Company has conducted its respective business in compliance in all material respects with applicable Law of any Governmental Authority applicable to such business (including for the avoidance of doubt HIPAA). Since January 1, 2023, no Acquired

 
- 36 - Company (i) has committed any breach or violation of applicable Law that has resulted in any material penalty, fine, assessment, damages, suspension or loss of any material Permit, or any other material adverse remedial action, (ii) has received written notice from any Governmental Authority or paid or incurred any penalty or fine imposed by a Governmental Authority, in each case, regarding any actual or alleged material violation of, or failure to materially comply with, any applicable Law, or (iii) has received written notice that it is under investigation, examination or audit by any Governmental Authority with respect to any violation or alleged or potential violation of any applicable Law. (b) All material deficiencies or violations in all reports of examinations of the affairs of the Acquired Companies and, solely with respect to the Reinsured Business, the Sellers and each of their Affiliates (other than the Acquired Companies) (including financial, market conduct and similar examinations) issued by any Insurance Regulator on or after January 1, 2024 have been resolved, to the Knowledge of Sellers, to the reasonable satisfaction of the Insurance Regulator that noted such deficiencies or violations. (c) Since January 1, 2023, the Acquired Companies and, solely with respect to the Reinsured Business, the Sellers and each of their Affiliates (other than the Acquired Companies) have each filed all material reports, statements, documents, registrations, filings or submissions required to be filed by such Person, as applicable, with any Governmental Authority. All such registrations, filings and submissions were in compliance in all material respects with applicable Law when filed or as amended or supplemented, and no material deficiencies have been asserted by any Governmental Authority with respect to such registrations, filings or submissions that have not been satisfied. Sellers have made available to Buyer true and complete copies of all such reports, statements, documents, registrations, filings or submissions filed with any Governmental Authority since January 1, 2023 with respect to the Acquired Companies and, solely with respect to the Reinsured Business, the Sellers and each of their Affiliates (other than the Acquired Companies), other than renewals of Permits and other registrations, filings and submissions made in the ordinary course of business. (d) The Acquired Companies and, solely with respect to each Business, the Sellers and each of their Affiliates (other than the Acquired Companies) hold all material Permits required under applicable Law and necessary in connection with the conduct of such Business as currently conducted. All such Permits are valid and in full force and effect in accordance with their terms, and, since January 1, 2023, the Acquired Companies and, solely with respect to the Reinsured Business, the Sellers and each of their Affiliates (other than the Acquired Companies, as applicable) have been in compliance in all material respects with the terms and requirements of each such Permit applicable to such Person. Since January 1, 2023, none of the Acquired Companies nor, solely with respect to each Business, the Sellers and each of their Affiliates (other than the Acquired Companies) has received any written or, to the Knowledge Sellers, oral notice from any Governmental Authority regarding any (i) actual, alleged, or potential material violation of, or material failure to comply with, the terms or requirements of any such Permit applicable to such Person, or (ii) actual or proposed revocation, suspension or termination of, or material modification to, any such Permit applicable to such Person. None of the Acquired Companies nor, solely with respect to each Business, the Sellers and each of their Affiliates (other than the Acquired Companies) is in material default under, and to the Knowledge of Sellers, no condition exists that with notice or lapse of time or both would constitute material

 
- 37 - default under, any such Permit applicable to such Person, and assuming the Required Governmental Authorizations set forth in Section 3.5(b) of the Sellers Disclosure Schedule and those approvals and Filings set forth in Section 4.3 of the Buyer Disclosure Schedule have been obtained or made (and any applicable waiting period has expired or been terminated), no such Permit will be terminated or impaired or become terminable, in whole or in part, as a result of the transactions contemplated hereby. Section 3.7(d) of the Sellers Disclosure Schedule sets forth a true and complete list of each jurisdiction where each of RNIC and MML (solely with respect to the Reinsured Business) is currently licensed by any Insurance Regulator pursuant to each such Permit applicable to such Person. (e) Sellers have previously made available to Buyer the Social Security Death Master File-related state protocols and any other state protocols of RNIC and MML related to Unclaimed Property Matters and their effective dates, which RNIC and MML use to determine the payment of life insurance or other benefits and amounts under Insurance Contracts. RNIC and MML administer all such Insurance Contracts in accordance with these protocols and applicable Law and are not currently under any audit with respect to such matters, in each case, except as would not reasonably be expected to be material, individually or in the aggregate, to either Business. Sellers have made available to Buyer (i) all workpapers, estimations, analyses and reviews of amounts as may be or become due under the terms of the insurance policies or otherwise by RNIC or MML with respect to the Social Security Death Master File-related review processes or other resources which meet state requirements, (ii) true and correct copies of all written correspondence between the RNIC or MML and any Governmental Authority or any Person acting on behalf of a Governmental Authority since January 1, 2023 regarding any pending or, to the Knowledge of Sellers, threatened Proceedings relating to Unclaimed Property Matters, (iii) true and correct copies of all correspondence with any contractual counterparties relating to Unclaimed Property Matters, and (iv) a schedule of the balance sheet accruals made and maintained by RNIC and MML at and as of December 31, 2025, with respect to Unclaimed Property Matters. There are no orders, decrees, injunctions, judgments, or settlement agreements issued by, entered before, or agreed to with any arbitrator or Governmental Authority outstanding against RNIC or MML or any of their assets, properties or businesses relating to any Unclaimed Property Matters, and RNIC and MML are not under any audit with respect to such matters. (f) In the last three (3) years: (i) to the Knowledge of Sellers, no allegations of harassment or other misconduct have been made against any Employee or former Employee in connection with such individual’s provision of services to any Acquired Company or, solely with respect to each Business, the Sellers or their Affiliates (other than the Acquired Companies); and (ii) no Seller nor its Affiliates (including the Acquired Companies) has entered into any settlement agreements related to allegations of harassment or other misconduct by any Employee or former Employee in connection with such individual’s provision of services to any Acquired Company or, solely with respect to each Business, the Sellers or their Affiliates (other than the Acquired Companies). 3.8 Financial Statements. (a) Sellers have made available to Buyer true, correct and complete copies of (i) (A) the audited annual statutory financial statements of RNIC, together with the reports of the

 
- 38 - independent auditors of RNIC thereon, as of and for the years ended December 31, 2023, 2024 and 2025, (B) the unaudited quarterly statutory financial statements of RNIC as of and for the three (3) month period ended March 31, 2026, and (C) the annual statements of RNIC as filed with the Illinois Department of Insurance for each of the fiscal years ended December 31, 2023, 2024 and 2025 (the financial statements as of and for the three (3) month period ended March 31, 2026, the “RNIC Most Recent Statutory Statements” and, collectively with the statements set forth in this clause (i), the “RNIC Statutory Statements”), and (ii) (A) the audited annual statutory financial statements of MML, together with the reports of the independent auditors of MML thereon, as of and for the years ended December 31, 2023, 2024 and 2025, (B) the unaudited quarterly statutory financial statements of MML as of and for the three (3) month period ended March 31, 2026, and (C) the annual statements of MML as filed with the Ohio Department of Insurance for each of the fiscal years ended December 31, 2023, 2024 and 2025 (the financial statements as of and for the three (3) month period ended March 31, 2026, the “MML Most Recent Statutory Statements” and, collectively with the statements set forth in this clause (ii), the “MML Statutory Statements”). The RNIC Statutory Statements and the MML Statutory Statements were, and the RNIC and MML financial statements to be delivered by the Sellers pursuant to Section 5.6(a) when so delivered will be, prepared from the Books and Records of RNIC and MML, respectively, and in accordance with applicable Law and SAP applicable to RNIC and MML, respectively, consistently applied throughout such periods and fairly present (or in the case of the RNIC and MML financial statements to be so delivered by Sellers pursuant to Section 5.6(a) will fairly present), in all material respects, the statutory financial position, the admitted assets, liabilities and capital and surplus of RNIC and MML, respectively, at the respective dates, and the results of operations and cash flows of RNIC and MML, respectively, for the periods covered thereby, subject, in case of the RNIC Most Recent Statutory Statements and the MML Most Recent Statutory Statements, to the absence of full footnote disclosures and other presentation items and normal recurring year-end adjustments. RNIC and MLL did not and, in the case of the RNIC and MML financial statements to be delivered by the Seller pursuant to Section 5.6(a), will not, utilize any permitted practices in the preparation of such financial statements. No deficiency has been asserted by any Governmental Authority in writing with respect to any RNIC Statutory Statement or MML Statutory Statement. (b) The Reserves of RNIC recorded in the RNIC Statutory Statements and RNIC Reference Statement, and the Reserves of MML recorded in the MML Statutory Statements and MML Reference Statement: (i) were determined, in all material respects, in accordance with generally accepted actuarial standards consistently applied and developed by RNIC or MML, as applicable, applying consistent practices, assumptions and methodologies used as of the respective dates (except as noted in the RNIC Statutory Statements or MML Statutory Statements, as applicable) and were fairly stated, in all material respects, in accordance with sound actuarial provisions in effect as of the date of the RNIC Statutory Statements, RNIC Reference Statement, MML Statutory Statements or MML Reference Statement, as applicable; (ii) were determined, in all material respects, in accordance with SAP applicable to RNIC and MML, respectively, and applicable Law; and (iii) were based on actuarial assumptions consistent with or more conservative than those called for in relevant provision of the Insurance Contracts; provided, however, nothing in this Section 3.8(b) shall be deemed a representation or warranty as to the adequacy or sufficiency of reserves or the effect of the adequacy or sufficiency of reserves on any line item, asset, Liability or equity amount on any financial statement or other document.

 
- 39 - (c) Sellers have made available all analyses and reports relating to the risk-based capital calculations of RNIC and MML, respectively, submitted by RNIC and MML since December 31, 2024 to the Insurance Regulator in each state in which such analyses and reports are required to be filed (the “RBC Reports”). The RBC Reports were prepared, in all material respects, in accordance with SAP applicable to RNIC and MML, respectively, and the applicable risk-based capital instructions and are true and correct, in all material respects. Since December 31, 2024, no Insurance Regulator has provided written notifications to RNIC or MML of any material inaccuracy in any RBC Report filed by such Person. (d) Section 3.8(d) of the Sellers Disclosure Schedule sets forth a true and complete list of all outstanding Indebtedness, if any. None of the Acquired Companies is in default, nor is any waiver of default presently in effect, in the payment of any principal or interest on any such Indebtedness. (e) The Books and Records (i) are true, complete and correct in all material respects, (ii) have been maintained in all material respects in accordance with industry customary business practices and applicable Law, (iii) accurately present and reflect, in all material respects, the businesses of the Acquired Companies and the Reinsured Business and all transactions and actions related thereto and (iv) have been prepared using processes and procedures for which there are no material weaknesses or significant deficiencies in internal controls that adversely affect the ability of the Acquired Companies and, with respect to each Business, the Seller or their Affiliates (other than the Acquired Companies), to accurately present and reflect in all material respects each of the Businesses. (f) Each Acquired Company and, solely with respect to the Reinsured Business, Sellers and their Affiliates (other than the Acquired Companies) maintain systems of internal accounting controls that are sufficient to provide reasonable assurances (i) regarding the reliability of financial reporting of the Acquired Companies and MML and the preparation of financial statements for external purposes in accordance with SAP or GAAP, as applicable, (ii) that transactions are executed with management’s general or specific authorization, (iii) that transactions are recorded as necessary to permit preparation of its financial statements in conformity in all material respects with SAP or GAAP, as applicable, and to maintain accountability for its assets, (iv) that access to its assets is permitted only in accordance with management’s general or specific authorization, and (v) that recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. To the Knowledge of Sellers, there are no material weaknesses in the internal control of any Acquired Company, and, with respect to each Business, Sellers or their Affiliates (other than the Acquired Companies). (g) Annex J sets forth a pro forma consolidated balance sheet for RNIC and its Subsidiaries as of May 31, 2026 (the “RNIC Reference Statement”), which (i) was derived from, prepared using and in all material respects consistent with, the Books and Records, (ii) takes into account certain adjustments in accordance with the Specified Accounting Principles made to reflect the Pre-Closing Transactions (including giving effect to the transactions contemplated by Section 2.1(a) and the Medicare Supplement Reinsurance Agreement and the transactions contemplated thereby), and (iii) was prepared in accordance with SAP, applied on a consistent basis with the periods presented in the RNIC Statutory Statements (except to the extent of any

 
- 40 - adjustments to SAP expressly embedded in the Specified Accounting Principles), and, subject to such adjustments, fairly presents, in all material respects, the statutory financial position, admitted assets, liabilities and capital and surplus of the RNIC and its Subsidiaries as of May 31, 2026. (h) Annex K sets forth a pro forma balance sheet for MML solely with respect to the Reinsured Business as of May 31, 2026 (the “MML Reference Statement”) which (i) was derived from, prepared using and in all material respects consistent with, the Books and Records, and (ii) was prepared in accordance with SAP, applied on a consistent basis with the periods presented in the MML Statutory Statements (except to the extent of any adjustments to SAP expressly embedded in the Specified Accounting Principles), and, subject to such adjustments, fairly presents, in all material respects, the statutory financial position, admitted assets, liabilities and capital and surplus of the MML as of May 31, 2026. 3.9 Insurance Business. (a) Since January 1, 2023, any application form, form of insurance policy, written advertising material, rate or rule utilized by any Business, the use or issuance of which requires filing or approval, has been appropriately filed, and, if required, approved by the Insurance Regulator of any state in which such application forms, forms of insurance policies, advertising materials and rates or rules are required to be filed and, if required, approved or not objected to by such authorities within the period provided for approval or objection, except for failures to effect such filings or secure such approvals, which would not be material to such Business, taken as a whole. All such application forms, forms of insurance policies, advertising materials and rates or rules are utilized in compliance in all material respects with applicable Law and within the scope of the approvals (if any) received with respect thereto. No material deficiencies have been asserted by any Governmental Authority with respect to any such filings that have not been cured or otherwise resolved. Since January 1, 2023, the Insurance Contracts have been administered in compliance in all material respects with the terms of such policies and in compliance in all material respects with applicable Law. All amounts owed (that are not being disputed in good faith) under any such Insurance Contracts have been paid in all material respects in accordance with their terms. Except as provided under the express terms of the Insurance Contracts or otherwise provided under applicable Law, there are no agreements or commitments, written or otherwise, regarding any alterations to any applicable cost of insurance charges, credited interest rates, insurance policy premiums, features or other similar charges or rates with respect to any of the Insurance Contracts. Sellers have made available to Buyer true and complete copies of specimen forms of all Insurance Contracts that are in-force or are actively being marketed by RNIC and MML. Such specimen forms are true, correct and complete copies of the policy forms on which the Insurance Contracts are issued. Such policy forms are representative of the Insurance Contracts, except for variations that, individually or in the aggregate, would not reasonably be expected to be material to the Insurance Contracts or materially affect the valuation, projection or risk profile of the Insurance Contracts. (b) Since January 1, 2023, RNIC and MML have timely paid in all material respects all guaranty fund assessments that have been due, claimed or asserted by, or are the subject of any voluntary contribution commitment to, any state guaranty fund or association or any Insurance Regulator in any jurisdiction in which RNIC Business or the Reinsured Business, as

 
- 41 - applicable, operates. Except for regular periodic assessments in the ordinary course of business or assessments based on developments that are publicly known within the insurance industry, no material claim or assessment is pending or, to the Knowledge of Sellers, threatened against RNIC or MML by any state insurance guaranty association in connection with such association’s fund relating to insolvent insurers. (c) Sellers have made available to Buyer true and complete copies of all underwriting manuals (including each amendment thereto) utilized by RNIC and MML with respect to the RNIC Business or the Reinsured Business, respectively, since January 1, 2024. The underwriting standards and ratings applied by RNIC and MML since such date with respect to the Insurance Contracts of such Person have conformed in all material respects to those contained in the applicable underwriting policies as in effect at the time such Insurance Contracts were underwritten. (d) RNIC and MML are not “commercially domiciled” under the applicable Laws of any jurisdiction. Since January 1, 2023, neither RNIC nor MML (i) has issued or reinsured any Insurance Contract the policy value of which varies with the investment performance of a separate account or sub account thereof, or (ii) has owned or maintained any separate account in connection with its respective insurance contracts. (e) (i) On the date hereof, MML has the right to use the policy rates and forms used under the Specified Reinsurance Agreement, and (ii) as of and following the Closing, MML and the Reinsured Business will have the right to use the policy rates and forms that are substantially similar to those used under the Specified Reinsurance Agreement. (f) Section 3.9(f) of the Sellers Disclosure Schedules sets forth a true, complete and correct list of each medical benefit plan issued or assumed by RNIC (the “Assumed Medical Plans”). Each Assumed Medical Plan that is intended to be grandfathered under the terms of the Patient Protection and Affordable Care Act of 2010 (“PPACA”) (each such plan, a “Grandfathered Medical Plan”) has not had any changes made to the underlying insurance contract or plan since March 23, 2010 that has caused or that would reasonably be expected to cause such Grandfathered Medical Plan to lose its grandfathered status under PPACA. Neither RNIC nor any of its Subsidiaries has any material liabilities as a result of any Grandfathered Medical Plan having lost its grandfathered status under PPACA, and neither RNIC nor any of its Subsidiaries has taken any action or failed to take any action that would reasonably be expected to cause any such Grandfathered Medical Plan to lose its grandfathered status under the PPACA. Any Assumed Medical Plans that are not intended to be grandfathered under the terms of PPACA have complied in all material respects with PPACA, the Code, and any other applicable Laws. 3.10 Producers; Sale Practices; Third Party Administrators. (a) Section 3.10(a) of the Sellers Disclosure Schedule sets forth a true and correct list, to the Knowledge of Sellers, of each Material Independent Producer and the gross premium volume produced each of the RNIC Business and the Reinsured Business in respect of each such Material Independent Producer for the twelve (12) months ended December 31, 2025. Each such Contract with a Material Independent Producer of the Reinsured Business (the “MML Material

 
- 42 - Independent Producers”) is in full force and effect, is a valid and binding obligation of the Acquired Companies or the Sellers or their Affiliates to the extent such Persons are parties thereto, as applicable, and to the Knowledge of Sellers, of each other party thereto and is enforceable in accordance with its terms against the Acquired Companies or the Sellers or their Affiliates to the extent such Persons are parties thereto, as applicable, and, to the Knowledge of Sellers, against each other party to such Contract, subject in each case to the Enforceability Exceptions. None of the Acquired Companies or the Sellers or their Affiliates to the extent such Persons are parties thereto, as applicable, nor, to the Knowledge of Sellers, any other party to any such Contract, is in material default, breach or violation of such Contract and no party has given written notice to an Acquired Company of any material default, breach or violation of such Contract. No Contract with an MML Material Independent Producer contains any provision that would allow any party to such Contract to increase any amount payable thereunder as a result of the consummation of the transactions contemplated by this Agreement. No Acquired Company has received written or, to the Knowledge of Sellers, oral notice, of cancellation of any such Contract. (b) Since January 1, 2023, each Independent Producer was duly and appropriately appointed by the Acquired Companies or, with respect to the applicable Business, Sellers or any of their Affiliates to act as a producer for such entities at the time such Independent Producer negotiated, placed, marketed, wrote, sold, produced or solicited any of the Insurance Contracts or other products or services in connection with the applicable Business for which it was the producer to the extent required by applicable Law. To the Knowledge of Sellers, each Independent Producer at such time was duly licensed as required by applicable Insurance Law (for the type of business written, sold, produced or solicited on behalf of the Acquired Companies or, with respect to the applicable Business, Sellers or any of their Affiliates), except for such failures to be so licensed which have been cured, which have been resolved or settled through agreements with applicable Governmental Authorities, which are barred by an applicable statute of limitations or which would not be material to the applicable Business. (c) Since January 1, 2023, none of the Acquired Companies nor, solely with respect to any Business, Sellers or any of their Affiliates (other than the Acquired Companies) has received written notice from any Governmental Authority that an Independent Producer is in material violation of any applicable Law applicable to the writing, sale, production or solicitation of insurance policies or other products or services in connection with any Insurance Contracts. (d) Except as set forth in Section 3.10(d) of the Sellers Disclosure Schedule, Sellers have made available to Buyer (i) the standard forms of agreements used in connection with any Business for Independent Producers since January 1, 2023, and (ii) true, accurate and complete copies of any agreements in force on the date hereof between an Acquired Company or, with respect to any Business, any Seller or any of its Affiliates and any Independent Producer that is substantially different from both such standard forms of agreements and other standard forms of agreements used by such entities since January 1, 2023. Except as set forth in Section 3.10(d) of the Sellers Disclosure Schedule or in such standard forms, neither the Acquired Companies nor, with respect to any Business, the Sellers or any of their Affiliates has any compensation plans or programs for the payment of compensation to Independent Producers other than commissions based on gross premium volume produced and volume-based bonus arrangements. No Independent Producer has materially breached the terms of any agency or broker contract with or

 
- 43 - for the benefit of any Acquired Company or, with respect to any Business, any Seller or any of its Affiliates. To the Knowledge of Sellers, no Independent Producer or any Affiliate of such Independent Producer has any right to (x) receive any payment based on the profitability or financial performance of any of the Insurance Contracts or (y) that requires any Acquired Company or, with respect to any Business, any Sellers or any of its Affiliates to reinsure or otherwise transfer the economic benefits of the Insurance Contracts (or any portion thereof) to any Person. (e) Except as set forth in Section 3.10(e) of the Sellers Disclosure Schedule, to the Knowledge of Sellers, since January 1, 2023: (i) each third party administrator that serviced, managed, adjusted or administered insurance business for the Acquired Companies or, solely with respect to any Business, Sellers or any of their Affiliates (other than the Acquired Companies), at the time such Person serviced, managed, adjusted or administered such business, was duly licensed as required by Law (for the type of business managed or administered on behalf of such entities); and (ii) no such third party administrator was or is in material violation (or with or without notice or lapse of time or both, would be in violation) of any term or provision of any Law applicable to the servicing, administration, adjustment or management of insurance business for the Acquired Companies or, solely with respect to any Business, Sellers or any of their Affiliates (other than the Acquired Companies), except for such failures to be licensed or such violations which have been cured, resolved or settled through agreements with applicable Governmental Authorities, are barred by an applicable statute of limitations, or would not reasonably be expected to be material to either Business. 3.11 Existing Reinsurance Contracts. (a) Section 3.11(a) of the Sellers Disclosure Schedule lists each reinsurance agreement to which RNIC or, solely with respect to the Reinsured Business, MML is a party and under which such entity has outstanding ceded reserves, along with any administrative agreement or trust agreements related thereto (the “Ceded Reinsurance Contracts”). Each of RNIC and MML is in material compliance with all statutory accounting principles, including risk transfer requirements, under the Ceded Reinsurance Contracts and is entitled to take full credit in its statutory financial statements pursuant to applicable Law for all Ceded Reinsurance Contracts. Except as set forth on Section 3.11(a) of the Sellers Disclosure Schedules, since January 1, 2023, neither RNIC nor MML has received a written denial of any material claim from the reinsurer under any of the Ceded Reinsurance Contracts to which it is a party. (b) Section 3.11(b) of the Sellers Disclosure Schedule lists each reinsurance agreement to which RNIC or, solely with respect to the Reinsured Business, MML is a party and under which RNIC or MML has assumed any reserves that remain outstanding, along with any administrative or trust agreements related thereto (the “Assumed Reinsurance Contracts” and, together with the Ceded Reinsurance Contracts, the “Reinsurance Contracts”). (c) True and complete copies of all Reinsurance Contracts, including all amendments thereto, have been made available to Buyer by or on behalf of Sellers. Each of the Reinsurance Contracts constitutes a valid and binding obligation of the RNIC or MML, as applicable, and, to the Knowledge of Sellers, each other party thereto, enforceable against RNIC or MML, as applicable, and, to the Knowledge of Sellers, each other party thereto in accordance with its

 
- 44 - terms, subject to the Enforceability Exceptions. Neither RNIC nor MML has given written notice, or received written notice from a counterparty under any such contract, of termination, recapture, rescission, acceleration or material breach (provisional or otherwise) in respect of any Reinsurance Contract. Neither RNIC nor MML has, and to the Knowledge of Sellers, none of the other parties to the Reinsurance Contracts have, violated any material provision of, and no event or condition exists, which with or without notice, lapse of time or both would constitute a default under the provisions of, any Reinsurance Contract. No Reinsurance Contract contains any provision providing that the reinsurer or the ceding company may terminate, recapture, rescind, accelerate or declare the ceding company in breach under such agreement by reason of the transactions contemplated by this Agreement or the other Transaction Documents. Neither RNIC nor MML nor, to the Knowledge of Sellers, any ceding company or reinsurer under any Reinsurance Contract is insolvent or the subject of a rehabilitation, liquidation, conservatorship, receivership, bankruptcy or similar proceeding and the financial condition of any such ceding company or reinsurer is not impaired to the extent that a default thereunder is reasonably anticipated. There has not been any dispute with respect to any material amounts recoverable or payable by RNIC or MML or any of their Affiliates pursuant to any Reinsurance Contract. All amounts owed (that are not being disputed in good faith) under any Reinsurance Contracts have been paid in accordance with their terms in all material respects. 3.12 No Undisclosed Liabilities. Except for the liabilities: (i) set forth on, reflected in or reserved against on the RNIC Most Recent Statutory Statements or the MML Most Recent Statutory Statements or disclosed in the notes thereto; (ii) set forth in Section 3.12 of the Sellers Disclosure Schedule; (iii) incurred in the ordinary course of business consistent with past practice since January 1, 2026 and which does not exceed $50,000; or (iv) incurred in connection with the transactions contemplated by the Transaction Documents (including the Pre-Closing Transactions), none of the Acquired Companies nor the Reinsured Business is subject to any liability, whether absolute, accrued, contingent or otherwise and whether due or to become due. 3.13 Absence of Certain Changes or Events. Except (i) as set forth in Section 3.13 of the Sellers Disclosure Schedule and (ii) for the execution and performance of this Agreement or the other Transaction Documents and the discussions, negotiations and transactions related thereto, since March 31, 2026, the Acquired Companies have conducted their respective businesses and, solely with respect to each Business, the Sellers and their Affiliates (other than the Acquired Companies) have conducted each Business, in each case, in the ordinary course of business consistent with past practice, and there has not been any fact, circumstance, condition, event, or change that constitutes, or would reasonably be expected to constitute, individually or in the aggregate, a Seller Material Adverse Effect. Since March 31, 2026, neither the Acquired Companies nor, solely with respect to either Business, the Sellers or their Affiliates (other than the Acquired Companies) have, except as set forth in Section 3.13 of the Sellers Disclosure Schedule, taken any action or failed to take any action, which if taken or not taken after the date hereof and prior to the Closing would have resulted in a breach of Section 5.1 had such section been in effect on the date hereof. 3.14 Absence of Litigation, Claims and Orders. Except as set forth in Section 3.14 of the Sellers Disclosure Schedule, and excluding Proceedings relating to ordinary course claims under Insurance Contracts which involve claims that are within applicable policy limits and not involving a claim of bad faith, there are no Proceedings pending or, to the Knowledge of Sellers,

 
- 45 - threatened in writing against the Acquired Companies or, solely with respect to either Business, the Sellers and their Affiliates (other than the Acquired Companies), in each case except as would not reasonably be expected to result in losses in excess of $500,000 or as would not otherwise reasonably be expected to be, individually or in the aggregate, material to the businesses of the Acquired Companies or either Business or to materially impair the ability of each Seller to execute or perform its material obligations under this Agreement or any other Transaction Document to which it is or will be a party. Except as set forth in Section 3.14 of the Sellers Disclosure Schedule, (a) there are no Orders outstanding to which the Acquired Companies or, solely with respect to the Businesses, the Sellers or their Affiliates (other than the Acquired Companies) or any of their respective properties, rights or assets is subject, and (b) there are no Orders binding on any Seller or any of its Affiliates is in effect that prevents or enjoins the transactions contemplated by this Agreement or any other Transaction Documents or that could adversely affect any Seller’s ability to consummate the transactions contemplated hereunder or thereunder. 3.15 Employee Benefit Plans. (a) Section 3.15(a) of the Sellers Disclosure Schedule sets forth (i) a complete list of each Employee Plan, in each case, as of the date hereof, to the extent for the benefit of an Employee (or his or her dependents and beneficiaries) and (ii) identifies the sponsor of each such Employee Plan. No Acquired Company has sponsored or maintained any Employee Plan. (b) Each Employee Plan has been established, operated and administered in material compliance with its terms, ERISA, the Code and other applicable Law, and the Sellers and their ERISA Affiliates, solely with respect to the Businesses, have satisfied in all material respects all of their obligations for Employees and their dependents and beneficiaries with respect to each Employee Plan in accordance with its terms, ERISA, the Code and other applicable Law. With respect to covered Employees, prior to the Closing Date, the Seller or its Affiliates shall have made all contributions required to be made to or with respect to each such Employee Plan as of the Closing Date and paid or accrued all liabilities on account of each such Employee Plan in existence on or before the Closing Date. With respect to covered Employees, all contributions that are due have been made within the time periods, if any, prescribed by ERISA and the Code, and all contributions for any period ending on or before the Closing Date that are not yet due have been made to each such plan or accrued in accordance with past custom and practice of the Seller or its Affiliates and any applicable accounting requirements. Each such Employee Plan that is intended to be Tax-qualified under Section 401(a) of the Code has received a favorable opinion letter from the IRS or is entitled to rely on a favorable determination letter from the IRS, or has filed a timely application therefor and, to the Knowledge of the Sellers, no event has occurred since the date of the most recent determination letter that would reasonably be expected to adversely affect the qualification status of such Employee Plan. With respect to covered Employees, each such Employee Plan that is a: (i) “nonqualified deferred compensation plan” (as defined under Section 409A of the Code) has been maintained and operated in compliance in all material respects with Section 409A of the Code; and (ii) group health plan has been administered in all material respects in accordance with the requirements of the Patient Protection and Affordable Care Act of 2010 and the Healthcare Insurance Portability and Accountability Act and the regulations (including the proposed regulations) thereunder.

 
- 46 - (c) The Acquired Companies, and, solely with respect to the Employees, Seller and its ERISA Affiliates, have complied in all material respects with all applicable disclosure, reporting and other requirements under applicable Law applicable to any Employee Plan. None of the Sellers or their Affiliates nor, to the Knowledge of Sellers, any other “disqualified person” or “party in interest” (as defined in Section 4975 of the Code and Section 3(14) of ERISA, respectively) with respect to an Employee Plan has engaged in a prohibited transaction that would subject the Sellers or their ERISA Affiliates (including the Acquired Companies) to a Tax or penalty imposed under Section 4975 of the Code or Sections 409, 502(i), (j) or (l) of ERISA. None of the Sellers or their ERISA Affiliates (including the Acquired Companies), has maintained, contributed to (or been required to contribute to) or otherwise incurred any liability with respect to any Employee Plan under (i) Title IV of ERISA, (ii) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (iii) a ”multiple employer plan“ (within the meaning of Section 413 of the Code), (iv) a ”multiple employer welfare arrangement“ (as defined in Section 3(40) of ERISA), (v) a ”voluntary employee beneficiary association“ within the meaning of Section 501(c)(9) of the Code, (vi) a ”welfare benefit fund“ within the meaning of Section 419 of the Code, or (vii) a ”qualified asset account” within the meaning of Section 419A of the Code. None of the Sellers or their ERISA Affiliates (including the Acquired Companies) has or will, as a result of the execution of this Agreement or the consummation of the transactions contemplated under this Agreement or the other Transaction Documents, have any liability with respect to any Employee Plan. None of the Sellers or their ERISA Affiliates (including the Acquired Companies) has made or committed to make any material increase in contributions or benefits under any Employee Plan that would become effective either on or after the date of this Agreement. The Sellers or their ERISA Affiliates (including the Acquired Companies) may terminate or amend any Employee Plan, at any time in their sole discretion, without incurring any liability other than with respect to benefits that have already accrued under a retirement plan. (d) Except as set forth in Section 3.15(d) of the Sellers Disclosure Schedule, none of the Sellers or their ERISA Affiliates (including the Acquired Companies) have any obligation to provide health benefits to any Employee following termination of employment, except continuation coverage to the extent required under Section 4980B of the Code (or equivalent state Law). (e) Sellers have made available to Buyer true and complete copies of the following documents relating to each such Employee Plans that covers the Employees: (i) the two (2) most recently filed Forms 5500 (with attachments) for each such Employee Plan for which a Form 5500 is required to be filed, (ii) for each such Employee Plan intended to be Tax-qualified, the most recent IRS determination, advisory or opinion letter with respect to such Employee Plan under Section 401(a) of the Code, and (iii) the current summary plan description and all summaries of material modifications thereto for each such Employee Plan for which a summary plan description or summary of material modifications is required (or other benefits summary, to the extent a summary plan description is not required). (f) The Acquired Companies are not required to make any contributions to an Employee Plan. (g) Other than routine claims for benefits in the ordinary course of business, no material Proceeding is pending or, to the Knowledge of Sellers, threatened with respect to any

 
- 47 - such Employee Plan by any Employee. No Employee Plan is the subject of a voluntary correction, amnesty, or compliance filing with a Governmental Authority which relates to any Employee or could subject the Acquired Companies to any obligation or liability. (h) Except as set forth on Section 3.15(h) of the Sellers Disclosure Schedule, neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will (individually or together with the occurrence of any other event): (w) entitle any current or former Employee, officer, director, leased employee or Contractor of the Acquired Companies to severance, change-in-control or retention pay or any other payment, (x) accelerate the time of payment, vesting or funding, or increase the amount or value of any compensation due to such person, (y) materially increase the amount payable under or result in any other material obligation pursuant to any Employee Plan with respect to any such individual, or (z) require a “gross-up” or other payment to any “disqualified individual” within the meaning of Section 280G(c) of the Code. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby could result in the payment of any amount that could, individually or in the combination with any other such payment, constitute an “excess parachute payment” within the meaning of Section 280G(b) of the Code. 3.16 Labor Matters. (a) Section 3.16(a) of the Sellers Disclosure Schedule contains a true, complete and correct list of each Employee as of the date hereof, identifying the Acquired Company or the Business to which each such Employee dedicates at least 80% of their working time to either Business or servicing the Excluded Business Policies and including each such Employee’s employer, name, hire date and job title, location, current annual salary or hourly rate of pay (whichever is applicable), along with such Employee’s 2025 bonus, target bonus for 2026, total commissions in 2025, eligibility to receive severance benefits (including any continued commissions due after termination), part-time, full-time or temporary status, accrued unused vacation benefits, leave of absence status (including FMLA and disability), exempt or non- exempt status under the Fair Labor Standards Act, immigration status, and service credited for purposes of vesting and eligibility to participate under the Employee Plans (the “Employee Census”). The Employee Census, as updated pursuant to Section 5.13(a), will be true, complete and correct as of the Closing Date. Each Employee working in the United States is legally authorized to work in the United States. The Sellers have completed a Form I-9 (Employment Eligibility Verification) for each Employee in a timely manner and each such Form I-9 has since been updated as required by applicable Law and is correct and complete in all material respects. Section 3.16(a) of the Sellers Disclosure Schedule identifies each Employee authorized to work under a visa or other temporary work authorization, the nature of the visa or work authorization, and the expiration date of any such visa or work authorization. No Employee has a principal place of employment outside the United States or is subject to the labor and employment laws of any country other than the United States. No Employee is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality or non-competition agreement, that in any way adversely affects or restricts the performance of such Employee’s duties. To the Knowledge of Sellers, and except as set forth on Section 3.16(a) of the Sellers Disclosure Schedule, no Employee intends to terminate his or her employment with the Sellers as result of the Closing and, to the Knowledge of Sellers, no Employee identified on Annex B intends to terminate his or her employment with the Sellers.

 
- 48 - (b) Section 3.16(b) of the Sellers Disclosure Schedule contains a true, complete and correct list as of the date hereof of the name (if an entity, including the name of the individuals employed by or providing service on behalf of such entity) and contact information of each independent contractor, consultant, freelancer or other service provider who devoted a non de- minimis amount of working time to, or provided a key function for, a Business (collectively, “Contractors”) during (i) the three (3) month period ended March 30, 2026, and (ii) the twelve (12) months ended December 31, 2025. Such list sets forth for each Contractor the following: (i) general description of the type of services provided, (ii) start date and duration of engagement, (iii) contract rate or fee, and (iv) if applicable, the name of the staffing agency such Contractor is sourced through. All fees due and payable to a Contractor with respect to services provided to the Acquired Companies or, solely with respect to any Business, Sellers prior to the date hereof have been paid in full. A copy of each written Contract in effect and relating to the services a Contractor provides to the Acquired Companies or, solely with respect to the Reinsured Business, Sellers has been made available to Buyer prior to the date hereof. The Acquired Companies have withheld and paid to the appropriate Governmental Authority all material Taxes required to have been withheld and paid in connection with any amounts paid or owing to any Contractor. Except as would not reasonably be expected to be material, individually or in the aggregate to either Business, taken as a whole, Sellers and the Acquired Companies, as applicable, have properly classified, pursuant to the Code and any other applicable Law, all Contractors used by the Acquired Companies since June 1, 2023. The Acquired Companies have no “leased employees” within the meaning of Section 414(n) of the Code. (c) None of the Acquired Companies or, solely with respect to the Employees, Sellers is a party to, or bound by, any collective bargaining agreement, contract or other agreement or understanding with a labor union or labor organization. None of the Acquired Companies or, solely with respect to any Business, Sellers is or has been since June 1, 2023, subject to a strike, work stoppage or material labor dispute nor, to the Knowledge of Sellers, has a strike, work stoppage or material labor dispute been threatened. No labor organization or group of Employees has made a pending demand for recognition or certification. To the Knowledge of Sellers, no organizational efforts with respect to the formation of a collective bargaining unit are being or have been made or threatened involving Employees. (d) The Acquired Companies and, solely with respect to any Employees, Sellers are in material compliance with all applicable Law pertaining to employment, employment practices, and withholding of taxes, including those relating to labor relations, in each to the extent related to the employment of the Employees. Solely with respect to the Acquired Companies and the Businesses, there are currently no pending or, to the Knowledge of Sellers, threatened charges or complaints against the Sellers or the Acquired Companies before any Governmental Authority regarding employment discrimination, safety, wage and hour claims, unemployment compensation claims, workers’ compensation claims or any other claims arising from or relating to the employment of any of the Employees or relationship of the Sellers and the Acquired Companies with any Contractor providing services with respect to the Business. Except as otherwise provided in this Agreement, Sellers have, or will have no later than the Closing Date, paid all accrued salaries, bonuses, commissions, wages, severance and accrued vacation pay of the Employees due to be paid through the Closing Date.

 
- 49 - (e) The Acquired Companies and, solely with respect to the Employees, Sellers are in compliance in all material respects with their respective obligations under the Worker Adjustment Retraining and Notification Act, 29 U.S.C. § 2101 et seq. (as amended from time to time, “WARN” and, collectively with any similar state or local law, the “WARN Acts”), in each case to the extent affecting the Employees. Since January 1, 2023, none of the Acquired Companies nor, solely with respect to the Employees, Sellers has engaged in any transaction or engaged in layoffs, terminations or relocations sufficient in number to trigger any WARN Act obligation. No Employee or former Employee has suffered an “employment loss” (as defined in WARN) in the ninety (90) days prior to the date hereof, with respect to the Sellers. 3.17 Real Property. (a) Section 3.17(a) of the Sellers Disclosure Schedule sets forth (i) a list of all real property leases to which any Acquired Company or, solely with respect to the Reinsured Business, MML is a party (whether as a (sub)lessor, (sub)lessee, guarantor or otherwise) (the “Company Real Property Leases”; with all real property in which an Acquired Company or, solely with respect to the Reinsured Business, MML holds a leasehold interest, whether as lessee or sublessee, being the “Leased Real Property”), and (ii) the street address with respect to each of the Company Real Property Leases. Except for Investment Assets, none of the Acquired Companies or, solely with respect to the Reinsured Business, MML owns any interest (fee, leasehold or otherwise) in any real property. Except as set forth in Section 3.17(a) of the Sellers Disclosure Schedule, an Acquired Company or MML has a valid leasehold interest in the Leased Real Property to which it is a party, as applicable, free and clear of any Liens other than Permitted Lien, and enjoys peaceful and undisturbed possession of such Leased Real Property. (b) Each Company Real Property Lease to which an Acquired Company or MML is a party is in full force and effect and enforceable by such Acquired Company or MML, as applicable, in accordance with its terms, subject to the Enforceability Exceptions. Since January 1, 2023, none of the Acquired Companies or MML has received any written notice of default with respect to any Company Real Property Lease to which it is a party, as applicable, and, to the Knowledge of Sellers, no event has occurred and no condition exists that, with notice or lapse of time or both, would constitute a default by an Acquired Company or MML under any of the Company Real Property Leases to which it is a party, as applicable, or, to the Knowledge of Sellers, any other party thereto, under any such Company Real Property Leases. No Acquired Company has assigned or placed any Lien upon any Leased Real Property. 3.18 Taxes. (a) (i) All income and other material Tax Returns required to have been filed by or with respect to each Business, the Transferred Assets or any of the Acquired Companies have been timely filed (taking into account extensions properly obtained); (ii) such Tax Returns are true, correct, and complete in all material respects; and (iii) Taxes shown to be due on such Tax Returns and any other income or other Taxes due and payable with respect to any Business, the Transferred Assets or any of the Acquired Companies have been timely paid. (b) No extension of time within which to file any such income Tax Return referred to in clause (a) above is in effect, and there is no agreement or other document in place extending,

 
- 50 - or having the effect of extending, the period of assessment or collection of any Taxes by, with respect to, or on behalf of any Business, the Transferred Assets or any of the Acquired Companies. (c) There are no Liens relating to Taxes upon the Transferred Assets, the assets of any Business or the assets of any of the Acquired Companies except for Permitted Liens. (d) All Tax information reporting requirements applicable to each Business, the Transferred Assets or any of the Acquired Companies have been complied with in all respects. All Taxes (including sales, use, value-added, good and services and similar Taxes) required to be withheld, collected or deposited by or with respect to each Business, the Transferred Assets or any of the Acquired Companies have been timely withheld, collected or deposited as the case may be, and to the extent required, have been paid to the relevant Tax Authority or properly set aside in accounts for such purpose. (e) (i) No Taxes of or with respect to any Business, the Transferred Assets or either Acquired Company are under audit and there is no inquiry, claim, notice of deficiency or other adjustments, assessments, redeterminations, audits or similar events pending or asserted or, to the Knowledge of any Seller, threatened in writing in respect of any Taxes with respect to any Business, the Transferred Assets or any Acquired Company. (ii) There are no closing agreements or similar arrangements (including any Form 870-AD or successor form) with any Tax Authority with regard to the determination of a Tax Liability of or with respect to any Business, the Transferred Assets or any Acquired Company that would have continuing effect in any Post-Closing Tax Period, and none of the Acquired Companies has received or applied for a Tax ruling that would have effect in any Post- Closing Tax Period. (iii) None of the Acquired Companies has executed any power of attorney with respect to Taxes which is currently in force. (f) None of the Acquired Companies has been a member of a combined, consolidated, affiliated or unitary group for Tax filing purposes (other than a group in which it currently is a member) for which it has any current or future liability for Taxes. (g) None of the Acquired Companies has participated in any “listed transaction” within the meaning of Treasury Regulations Section 1.6011-4(b)(2) or in any transaction which, prior to the date of this Agreement was designated as “transaction of interest” within the meaning of Treasury Regulations Section 1.6011-4(b)(6). (h) During the last five years, none of the Acquired Companies has been a party to any transaction treated by the parties thereto as one to which Section 355 of the Code applied. (i) No jurisdiction in which any of the Acquired Companies has not filed a particular type of Tax Return has asserted in writing that the Acquired Company is required to file such Tax Return in such jurisdiction.

 
- 51 - (j) None of the Acquired Companies will be required to include any item of income in, or exclude any item of deduction from, taxable income for any Post-Closing Tax Period, as a result of any (i) change in method of accounting under Section 481 of the Code (or any corresponding provision of state, local, or foreign law) made on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Closing Date, (iii) prepaid amount received on or prior to the Closing Date, other than in the ordinary course of business, or (iv) intercompany transaction or excess loss account described in the Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local, or foreign law) arising on or prior to the Closing Date. (k) None of the Acquired Companies is party to any Tax sharing, indemnity or similar agreement pertaining to the allocation of Tax liability (other than ordinary course commercial agreement the primary subject matter of which is not Taxes) that will not be terminated on or before the Closing Date without any post-Closing liability to the Acquired Companies (including for past taxes). (l) RNIC qualifies and, for all years for which the applicable statute of limitations has not expired, qualified as a life insurance company for purposes of the Code and has been subject to taxation under subchapter L of the Code. Other than the Excluded Business Contracts, none of the insurance policies issued or sold by RNIC provide “health insurance coverage” as defined by Section 9832 of the Code. 3.19 Product Tax Matters. Except as set forth in Section 3.19 of the Sellers Disclosure Schedule: (a) Sellers and each of their Affiliates have complied in all material respects with all applicable Product Tax Rules with respect to the Insurance Contracts, including reporting, withholding and disclosure requirements, and has reported all distributions under such Insurance Contracts substantially in accordance with the Product Tax Rules. (b) The Tax treatment of each Insurance Contract is not, and since the time of issuance (or subsequent modification) has not been, materially less favorable to the purchaser, policyholder or intended beneficiaries thereof than the Tax treatment that was purported to apply to such Insurance Contract in any written materials provided by or on behalf of the Acquired Companies to such purchaser at the time of issuance (or any subsequent modification of such policy). (c) The Sellers have maintained, with respect to the RNIC Business and the Reinsured Business, the information necessary to determine the qualification of the Insurance Contracts for any applicable Tax treatment under the Code and to comply with the Tax reporting, withholding, and disclosure requirements applicable to the Insurance Contracts in the manner required by the Product Tax Rules. (d) None of the Sellers nor any of their Affiliates has entered into any settlement agreement, closing agreement or similar agreement, nor is involved in any discussions or negotiations with any Tax Authority regarding such agreements, with respect to any potential failure of any Insurance Contract, to meet the requirements of any applicable provision of the

 
- 52 - Code, the Treasury Regulations or guidance issued by the IRS, as applicable to such Insurance Contracts. None of the Sellers nor any of their Affiliates is aware of any rulings, requests for rulings or requests for waivers with respect to any potential or actual failure of any Insurance Contract, to meet any applicable requirements of the Code, the Treasury Regulations or guidance issued by the IRS. (e) There are no ongoing, and Sellers have not received written notice of any, audits, administrative or judicial actions or material investigations that relate to the failure of any Insurance Contract to comply with the requirements of the Code applicable thereto. (f) Sellers have not received written notice of any claims by the purchaser, holders or intended beneficiaries of the Insurance Contracts with regard to the Tax treatment of (i) the Insurance Contracts or (ii) any plan or arrangement in connection with which such Insurance Contracts were purchased or have been administered. None of the Sellers nor any of their Affiliates is a party to any “hold harmless,” Tax sharing arrangement or Tax indemnification agreement regarding the Tax qualification or treatment of any Insurance Contract. (g) Each item of hardware and software used by the Sellers and their respective Affiliates to maintain each Insurance Contract’s qualification under the Product Tax Rules for which such Insurance Contracts were purported to qualify at the time of their issuance or purchase has been designed and implemented to maintain such qualification in a materially accurate manner. 3.20 Intellectual Property and Technology. (a) Sellers and their Affiliates have the right to use pursuant to license, sublicense, agreement, or permission all Intellectual Property necessary for the operation of the Businesses as presently conducted (the “Company Intellectual Property Rights”). Section 3.20(a) of the Sellers Disclosure Schedule sets forth all registered trademarks, service marks and trade dress and all applications for trademarks, service marks and trade dress, all registered copyrights and all applications for copyrights, all patents and patent applications and all Internet domain names owned by an Acquired Company and, with respect to either Business, Sellers and any of their Affiliates (other than the Acquired Companies) (the “Scheduled Company Intellectual Property”). With respect to each item of the Company Intellectual Property Rights, except as set forth in Section 3.20(a) of the Sellers Disclosure Schedule: (i) the Acquired Companies possess all right, title, and interest in and to the item, free and clear of any Lien, license, royalty or other restriction, and (ii) no Acquired Company’s rights will be terminated or impaired, or become terminable, in whole or in part, as a result of the transactions contemplated hereby. With respect to each item of the Scheduled Company Intellectual Property that has been registered, except (y) as set forth in Section 3.20(a) of the Sellers Disclosure Schedule and (z) as would not reasonably be expected to be material, individually or in the aggregate, to either Business taken as a whole, the Acquired Companies’ rights are subsisting, and all filings required to maintain the registered Scheduled Company Intellectual Property have been made. (b) Except as set forth in Section 3.20(b) of the Sellers Disclosure Schedule and since January 1, 2023, none of the Sellers nor any of their Affiliates has received any written notice that their use of the Company Intellectual Property Rights has infringed, misappropriated or

 
- 53 - diluted any Intellectual Property rights owned by third parties. To the Knowledge of Sellers, the operation by the Sellers and the Acquired Companies of the Businesses does not and has not infringed, misappropriated or diluted the Intellectual Property rights owned by any third party. Except as set forth in Section 3.20(b) of the Sellers Disclosure Schedule and since January 1, 2023, neither Sellers nor any of their Affiliates (including the Acquired Companies) has made any material claim against any third party alleging infringement, misappropriation, dilution or other violation of any Company Intellectual Property Rights. (c) The use and dissemination by the Acquired Companies and, with respect to the Business, Sellers or their Affiliates (other than the Acquired Companies), of Personal Information of consumers of its services or users of any websites operated by the Acquired Companies or, with respect to the Business, Sellers or their Affiliates are in compliance, in all material respects, with all applicable privacy policies and terms of use and applicable Law. The Acquired Companies and, with respect to the Business, Sellers and their Affiliates (other than the Acquired Companies), use commercially reasonable measures to protect the Personal Information that is collected and maintained by them and to require that any third party providing services with respect to the Businesses comply with applicable Law with respect to safeguarding Personal Information collected by such party. Since January 1, 2023, except as set forth in Section 3.20(c) of the Sellers Disclosure Schedule, to the Knowledge of Sellers, there has been no Security Breach in the safeguards for such Personal Information. The Acquired Companies and, with respect to the Business, Sellers or their Affiliates (other than the Acquired Companies), use commercially reasonable measures to protect the confidentiality of the Company Intellectual Property Rights. Since January 1, 2023, except as set forth in Section 3.17(c) of the Sellers Disclosure Schedule, there has been no breach in the safeguards for such confidential Company Intellectual Property Rights. (d) Section 3.20(d) of the Sellers Disclosure Schedule lists all material Computer Programs and Software owned or used by the Acquired Companies or by the Sellers or their other Affiliates in the operation of the Business; provided, that “material” Computer Programs excludes all shrink-wrap and off-the-shelf Computer Programs. Neither the Acquired Companies nor, with respect to either Business, Sellers or their Affiliates is a party to any agreement, which: (i) restricts the free use, license or disclosure by any such entity of any source code or object code relating to any of the Computer Programs and Software owned or purported to be owned by such entity, or (ii) requires an Acquired Company or, with respect to either Business, Sellers or their Affiliates, to (A) include any source code relating to any such entity’s proprietary Computer Programs and Software with any distribution or delivery (whether physical or on a hosted basis) of such Computer Programs or Software, or (B) permit any licensee of any Computer Programs or Software owned or purported to be owned by an Acquired Company or, with respect to either Business, Sellers or their Affiliates to modify any source code relating to such Software. (e) The IT Systems (i) operate as necessary for the conduct of the Businesses in all material respects, and (ii) to the Knowledge of Sellers, do not contain any “malware” or critical vulnerabilities that would reasonably be expected to interfere with the ability of the Businesses to be conducted as currently conducted following the Closing. Since January 1, 2023, there have been no material adverse events affecting the IT Systems that have caused a material impact on the operation of the Businesses. The Sellers and their Affiliates have implemented, maintain, and comply with commercially reasonable business continuity and backup and disaster recovery

 
- 54 - plans and procedures with respect to the IT Systems. Since January 1, 2023, there has been no failure, unauthorized access or use, or other adverse event affecting any of the IT Systems that has caused any material disruption to the conduct of any Business. 3.21 Insurance. Section 3.21 of the Sellers Disclosure Schedule sets forth a list of all insurance policies covering the assets, business, equipment, properties, operations, cybersecurity, Employees, consultants, directors, officers and managers of the Acquired Companies. There is no claim by an Acquired Company currently pending under any of such policies as to which coverage has been questioned, denied or disputed by the insurers of such policies. All such insurance policies are in full force and effect and premiums payable under all such policies have been timely paid, and the Acquired Companies are otherwise in compliance with the terms of such policies in all material respects. To the Knowledge of Sellers, since the time any such policies were last issued or renewed, there has not been any threatened termination of, material premium increase with respect to, or material alteration of coverage under, any such policies. No Acquired Company, nor, to the Knowledge of Sellers, any insurer under such insurance policies, is in material violation or breach of, or material default under, any provision thereof. 3.22 Environmental Matters. (a) Except as set forth in Section 3.22(a) of the Sellers Disclosure Schedule, (i) each Acquired Company is, and has been since June 1, 2023, in compliance in all material respects with Environmental Laws applicable to such Acquired Company or the Businesses as currently conducted, (ii) the Acquired Companies have obtained and are, and have been since June 1, 2023, in compliance in all material respects with all required Environmental Permits, and (iii) there are no actions, Orders, written claims or written notices pending or issued to or, to the Knowledge of Sellers, threatened against the Acquired Companies alleging material violations of or material liability by the Acquired Companies of any Environmental Laws or otherwise concerning the Release or management of Hazardous Substances by the Acquired Companies. (b) To the Knowledge of Sellers, there has been no Release of any Hazardous Substances at any Leased Real Property that has resulted in or would reasonably be expected to result in any material remedial obligations of the Acquired Companies under any Environmental Law. (c) For purposes of this Agreement: (i) “Environmental Laws” means any Laws relating to (A) Releases of Hazardous Substances, (B) the manufacture, handling, transport, use, treatment, storage, emission, discharge, or disposal of Hazardous Substances, or (C) pollution or protection of the environment or of human health and safety as such is affected by Hazardous Substances. (ii) “Environmental Permits” means all Permits required under Environmental Law and necessary in connection with the conduct of the Businesses as currently conducted. (iii) “Hazardous Substances” means (A) those substances, materials or wastes defined as toxic, hazardous, acutely hazardous, pollutants or contaminants in, or

 
- 55 - regulated under, the following United States federal statutes and any analogous foreign or state statutes, and all Regulations thereunder: the Hazardous Materials Transportation Act, the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act, the Clean Water Act, the Safe Drinking Water Act, the Atomic Energy Act, the Federal Insecticide, Fungicide, and Rodenticide Act and the Clean Air Act, (B) petroleum and petroleum products, including crude oil and any fractions thereof, (C) natural gas, synthetic gas, and any mixtures thereof, and (D) polychlorinated biphenyls, asbestos, molds that would reasonably be expected to have an adverse effect on human health and urea formaldehyde foam insulation. (iv) “Release” means any release, spilling, leaking, pumping, pouring, discharging, emitting, emptying, escaping, leaching, injecting, dumping, disposing or migrating into or through the indoor or outdoor environment. 3.23 Affiliated Transactions. (a) Section 3.23(a) of the Sellers Disclosure Schedule sets forth a complete and correct list of all agreements, contracts, commitments, arrangements or transactions (but excluding any Employee Plan) between Sellers or any of their Affiliates (other than the Acquired Companies), or any of their respective directors, officers or managers, on one hand, and an Acquired Company, on the other hand, and no unaffiliated third party (the “Intercompany Agreements”). Each such Intercompany Agreement has been filed with and approved or not disapproved by the applicable Insurance Regulator if such filing and approval or non-disapproval is required by applicable Law. The Acquired Companies have complied in all material respects with all applicable disclosure, reporting or other requirements, including any such requirements under applicable Law, in each case as applicable to the Intercompany Agreements. (b) Section 3.23(b) of the Sellers Disclosure Schedule sets forth a complete and correct list of all agreements, contracts, commitments, arrangements or transactions (but excluding any Employee Plan) between the Acquired Companies. Any such agreement, contract, commitment, arrangement or transaction has been filed with and approved or not disapproved by the applicable Insurance Regulator if such filing and approval or non-disapproval is required by applicable Law. (c) No employee or director of an Acquired Company or any Person owning directly or indirectly one percent (1%) or more of capital stock or other equity interests of an Acquired Company (any such person or entity, an “Interested Party”) or, to the Knowledge of Sellers, any Affiliate or family member of any such Interested Party is a party to any Contract with or binding upon such Acquired Company or has any material interest in any property or assets owned by such Acquired Company or has engaged in any material transaction with such Acquired Company (in each case, other than those related to an Employee Plan or other ordinary course employment, compensation or incentive arrangements). 3.24 Assets. (a) Except as set forth on Section 3.24(a) of the Sellers Disclosure Schedule, the Acquired Companies have good and valid title to, or a valid leasehold interest in or

 
- 56 - other valid and enforceable rights to use, all assets, rights, properties and services necessary to operate each Business immediately following the Closing Date in substantially the same manner as currently operated consistent with past practices, free and clear of all Liens, other than Permitted Liens. (b) Assuming the consummation of the transactions contemplated by this Agreement and the Transactions Documents, and the provision of services contemplated by Transition Services Agreement, the assets, rights, properties, and services of the Acquired Companies or those made available to Buyer and its Affiliates pursuant to this Agreement and the other Transaction Documents, together with the Transferred Assets, will be sufficient for the Buyer to continue to operate the Businesses immediately following the Closing Date in substantially the same manner as the Businesses are being operated immediately prior to Closing. (c) Sellers or one of their Affiliates have good and valid title to, or a valid leasehold interest in, or other valid and enforceable rights to use, the Transferred Assets, free and clear of all Liens, other than Permitted Liens. 3.25 Investment Assets. (a) Section 3.25(a)(i) of the Sellers Disclosure Schedule sets forth a true, complete and correct list of all Investment Assets held by the Acquired Companies and, with respect to the Reinsured Business, all Investment Assets held by MML, as of March 31, 2026 and as of June 30, 2026, with information included therein as to the Book Value and Fair Market Value of such Investment Assets as of each such date. Except as set forth in Section 3.25(a)(ii) of the Sellers Disclosure Schedule, the applicable Acquired Company or applicable Seller or its Affiliates has good and valid title to all such Investment Assets held by it, free and clear of all Liens, other than other than interests of nominees, custodians or similar intermediaries and Liens imposed under applicable Law. (b) Section 3.25(b) of the Sellers Disclosure Schedule sets forth a true, complete and correct copy of the MMO and Subsidiaries Statement of Investment and Treasury Policies, Objectives and Guidelines, approved by the Investment Committee as of November 5, 2025, representing all investment guidelines applicable to Investment Assets held by the Acquired Companies and, with respect to the Reinsured Business, Investment Assets held by MML, as in effect on the date hereof (the “Investment Guidelines”). All Investment Assets as set forth in Section 3.25(a)(i) of the Sellers Disclosure Schedule comply in all material respects with applicable Investment Guidelines and with applicable Law governing admittance of assets for RNIC or MML. The Investment Assets held by RNIC that were listed as admitted assets on the RNIC Statutory Statements were qualified as admitted assets of RNIC in compliance with applicable Law. The Investment Assets held by MML that were listed as admitted assets on the MML Statutory Statements were qualified as admitted assets of the MML in compliance with applicable Law. To the Knowledge of Sellers, since January 1, 2023, no such Investment Assets set forth in Section 3.25(a)(i) of the Sellers Disclosure Schedule is in arrears or default in the payment of principal or interest or dividends or has been otherwise impaired, other than temporarily impaired, in accordance with the Specified Accounting Principles.

 
- 57 - (c) Sellers do not have any derivatives policies for the Acquired Companies and the Reinsured Business. 3.26 Seriatim Files; Specified Data; Actuarial Data. (a) The Reinsured Policy Seriatim File and the Specified Data relating to the Reinsured Business that were made available by or on behalf of Sellers to Buyer and its Affiliates and their Representatives in connection with this Agreement, the other Transaction Documents (including the Reinsurance and Renewal Rights Agreement) and the transactions contemplated hereby or thereby as of the date made available, (a) were derived from the Books and Records, (b) were generated from the same underlying sources and systems that were relied on to prepare the MML Statutory Statements and (c) were computed in accordance with SAP consistently applied. All data and factual information included in the Reinsured Policy Seriatim File and the Specified Data was complete and accurate in all material respects as of the date the document containing such information was prepared. Sellers are not aware of any omissions, errors, changes, deviations, revisions, discrepancies or information which would render the Specified Data or data used in the Reinsured Policy Seriatim File to be inaccurate, erroneous or incomplete, in each case, in any material respect. Since the date of their preparation, no material errors have been discovered in the Specified Data or the Reinsured Policy Seriatim File. (b) The Reinsured Policy Seriatim File contains a true, correct and complete list of all Reinsured Policies as of July 15, 2026, and the Updated Reinsured Policy Seriatim File when delivered pursuant to Section 2.3(a)(ix) will contain a true, correct and complete list of all Reinsured Policies as of the Effective Time. (c) The Excluded Business Policy Seriatim File contains a true, correct and complete list of all Excluded Business Policies as of March 31, 2026, and the Updated Excluded Business Policy Seriatim File when delivered pursuant to Section 2.3(a)(x) will contain a true, correct and complete list of all Excluded Business Policies as of the Effective Time. (d) Sellers have made available to Buyer true and complete copies of (i) the Actuarial Memorandum and Statement of Actuarial Opinion for RNIC for the calendar years ended December 31, 2023, 2024 and 2025, issued by Risk & Regulatory Consulting, LLC, and (ii) the Actuarial Memorandum and Statement of Actuarial Opinion for MML for the calendar years ended December 31, 2023, 2024 and 2025, issued by Risk & Regulatory Consulting, LLC (collectively, the “Actuarial Analyses”). (e) Subject to any limitations and qualifications contained therein, the Actuarial Analyses (i) were based upon the books and records of Seller and its Affiliates and generated from the same underlying sources and systems that were utilized by Seller and its Affiliates to prepare the RNIC Statutory Statements and the MML Statutory Statements, respectively, for the relevant periods, (ii) were based on inventories of Insurance Contracts comprising the applicable Business that was accurate and complete in all material respects, and (iii) were complete and accurate in all material respects as of the date so provided by Risk & Regulatory Consulting, LLC. The factual information and data provided to Risk & Regulatory Consulting, LLC did not contain any material omissions as of the date so provided. Risk & Regulatory Consulting, LLC has not notified Sellers or any of their Affiliates in writing or, to the

 
- 58 - Knowledge of Sellers, orally, that any Actuarial Analyses is inaccurate in any material respect or issued to Seller or any of its Affiliates any new report or errata with respect to the Actuarial Analyses; provided that Sellers do not guarantee the projected results included in the Actuarial Analyses and, except as expressly provided in this Article III, make no representation or warranty with respect to any estimates, projections, predictions, forecasts or assumptions in the Actuarial Analyses or the assumptions on the basis of which such information was, or data were, prepared, or to the effect that the projected profits set forth in the Actuarial Analyses will be realized. 3.27 Bank Accounts; Power of Attorney. Section 3.27 of the Sellers Disclosure Schedule sets forth a list of the bank names, locations and account numbers of all bank and safe deposit box accounts of the Acquired Companies and, to the extent used in connection with the Reinsured Business, MML, including any custodial accounts for securities owned by the Acquired Companies or MML, and the names of all persons authorized to draw thereon or to have access thereto. Section 3.27 of the Sellers Disclosure Schedule also sets forth the names of all persons, if any, holding powers of attorney from an Acquired Company. A copy of each such power of attorney has been made available to Buyer. 3.28 Privacy and Data Security. (a) The Acquired Companies and, solely with respect to the Businesses, Sellers and their Affiliates (other than the Acquired Companies) have in place (i) administrative, technical and physical safeguards designed to protect against the destruction, loss, or alteration of Personal Information, (ii) security measures designed to adequately protect Personal Information, and (iii) documented privacy and cybersecurity compliance policies and procedures, all of which safeguards, measures and policies and procedures described in (i) through (iii) above are designed to comply in all material respects with applicable Law, (b) the Acquired Companies and, solely with respect to the Businesses, Sellers and their Affiliates (other than the Acquired Companies) have complied with applicable Law in all material respects, with all applicable contractual privacy obligations in all materials respects, and their respective internal privacy policies and guidelines in all material respects relating to the collection, storage, use and transfer of Personal Information, (c) since January 1, 2023, no Acquired Company has received written notice of any investigation or audit by any private party or Governmental Authority arising out of an actual or alleged Security Breach nor has any private party or Governmental Authority alleged in writing any breach of contract or non-compliance with applicable Law related to a data privacy or security matter, and (d) since January 1, 2023, there has been (i) to the Knowledge of Sellers, no Security Breach of any Personal Information in the possession, custody or control of the Acquired Companies, and (ii) no claim communicated in writing to the Acquired Companies and, solely with respect to the Businesses, Sellers and their Affiliates (other than the Acquired Companies) from any affected individual nor any written request or inspection from any Governmental Authority that, to the Knowledge of Sellers, will likely give rise or has given rise to any material liability for the Acquired Companies under applicable Law in relation to data protection, data security or privacy. The Acquired Companies and, with respect to the Businesses, Sellers and their Affiliates maintain (x) a vendor oversight program to ensure its vendors are obligated to comply with Laws pertaining to privacy and data security, and (y) a support team to receive, review and timely respond to all individuals’ requests pursuant to Laws pertaining to privacy and data security to access, amend, delete and receive accountings of disclosures of their Personal Information. The Acquired Companies and, with respect to the Businesses, Sellers and their Affiliates regularly publish privacy policies, terms of

 
- 59 - use, and any other terms pertinent to individuals’ use and access related to any digital resources used by such Person (including websites, portals or applications) as required by applicable Law. 3.29 Brokers. Except for Sherman & Company, no broker, financial advisor, finder or investment banker or other Person is entitled to any broker’s, financial advisor’s, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Sellers or the Acquired Companies. 3.30 Transferred Investment Assets. (a) MML has good and valid title to all Transferred Investment Assets, free and clear of any Liens, other than interests of nominees, custodians or similar intermediaries and Liens imposed under applicable Law. Subject to the terms and conditions herein and the other Transaction Documents, good and valid title to the Transferred Investment Assets will pass to HMLIC at the Closing, free and clear of any Liens, other than interests of nominees, custodians or similar intermediaries and Liens imposed under applicable Law and the Reinsurance and Renewal Rights Agreement. The Transferred Investment Assets are permissible investments for MML and comply in all material respects with all applicable Laws governing the admittance of assets for insurance companies. Except as set forth on Section 3.30 of the of the Sellers Disclosure Schedule, to the Knowledge of Sellers, no Transferred Investment Asset is in arrears, and since January 1, 2023, no Seller nor any of its respective Affiliates has received any written notice that the Transferred Investment Assets are in arrears or in default in the payment of principal or interest or dividends or has been or, to the Knowledge of the Sellers, should have been classified as non-performing, non-accrual, ninety (90) days past due, as still accruing and doubtful of collection, as in foreclosure or any other comparable classification, or are impaired to any extent. (b) None of the Investment Assets held by an Acquired Company and none of the Transferred Investment Assets constitute “plan assets” for purposes of ERISA or Section 4975 of the Code. 3.31 No Other Representations or Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III (AS MODIFIED BY THE SELLERS DISCLOSURE SCHEDULE) OR ANY CERTIFICATE DELIVERED PURSUANT TO SECTION 2.3(a), EACH SELLER (A) MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, AND (B) HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW FOR, FOR ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO (I) THE ACQUIRED COMPANIES OR THE BUSINESSES, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, (II) THE POST-CLOSING RESULTS OF THE ACQUIRED COMPANIES, THE BUSINESSES OR ANY OF THEIR RESPECTIVE OPERATIONS OR THE CONTINUATION OF ANY PROGRAM, CONTRACT, OR RELATIONSHIP WITH ANY CUSTOMER, BROKER, SERVICE PROVIDER OR VENDOR OF ANY ACQUIRED COMPANY OR ANY BUSINESS, (III) THE CONDITION, VALUE OR QUALITY OF THE ACQUIRED COMPANIES, THE BUSINESSES OR ANY OF THEIR RESPECTIVE ASSETS, AND (IV) MERCHANTABILITY, USAGE, SUITABILITY OR FITNESS FOR ANY

 
- 60 - PARTICULAR PURPOSE WITH RESPECT TO THE BUSINESSES’ OR THE ACQUIRED COMPANIES’ ASSETS, OR AS TO THE WORKMANSHIP THEREOF, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT, IT BEING UNDERSTOOD THAT SUCH ASSETS ARE BEING ACQUIRED “AS IS, WHERE IS” AND IN THEIR PRESENT CONDITION. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE III (AS MODIFIED BY THE SELLERS DISCLOSURE SCHEDULE) OR ANY CERTIFICATE DELIVERED PURSUANT TO SECTION 2.3(a), EACH SELLER HEREBY DISCLAIMS MAKING, AND HEREBY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW FOR, ANY REPRESENTATION, WARRANTY, STATEMENT, OR INFORMATION MADE, COMMUNICATED, OR FURNISHED (ORALLY OR IN WRITING) TO BUYER OR ITS AFFILIATES OR REPRESENTATIVES (INCLUDING ANY OPINION, INFORMATION, PROJECTION, OR ADVICE THAT MAY HAVE BEEN OR MAY BE PROVIDED TO BUYER OR ITS AFFILIIATES OR REPRESENTATIVES BY ANY REPRESENTATIVE OF ANY SELLER OR ANY OF ITS RESPECTIVE AFFILIATES). ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF BUYER Except as set forth in the Buyer Disclosure Schedule, Buyer hereby represents and warrants to Seller, as of the date hereof and as of the Closing, as follows: 4.1 Organization. Buyer is a corporation duly organized, validly existing and in good standing under the Law of the jurisdiction of its organization and (i) has all the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted and (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the ownership, operation or leasing of its properties and assets and the conduct of its business requires it to be so qualified, except where the failure to be so qualified would not reasonably be expected to have a Buyer Material Adverse Effect. 4.2 Authority; Enforceability. Buyer has the requisite corporate power and authority to execute and deliver this Agreement, and Buyer and each other Buyer Party has the requisite corporate power and authority to execute and deliver each other Transaction Document to which it is a party and each instrument required to be executed and delivered by it prior to or at the Closing and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement, and the execution and delivery by Buyer and each other Buyer Party of each other Transaction Document to which it is or will be a party and each instrument required hereby to be executed and delivered by Buyer prior to or at the Closing, the performance of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been, or (with respect to Transaction Documents and instruments that will be executed and delivered by it after the date of this Agreement) will be, duly and validly authorized by all necessary action on the part of Buyer or such Buyer Party no later than the Closing Date, and no other corporate or similar proceedings on the part of Buyer or such other Buyer Party are necessary to authorize this Agreement, any other Transaction Document to which it is or will be a party or any instrument required to be executed and delivered by it prior to or at the Closing or the consummation of the transactions contemplated hereby or thereby.

 
- 61 - Each of the Transaction Documents to which Buyer or any other Buyer Party is or will be a party have been or, with respect to the Transaction Documents to which it is or will be a party to be executed and delivered by it at Closing, will be, duly and validly executed and delivered by Buyer or such other Buyer Party as of such date and, assuming the due authorization, execution and delivery hereof by the other parties hereto or thereto, constitute a legal, valid and binding obligation of each of Buyer or such Buyer Party, enforceable against it in accordance with its terms, subject to the Enforceability Exceptions. 4.3 No Conflict; Required Filings and Consents. The execution and delivery by Buyer of this Agreement, and by Buyer and other Buyer Parties of the other Transaction Documents to which such Person is or will be a party or any instrument required by this Agreement to be executed and delivered by Buyer or any Buyer Party on or prior to the Closing do not, and the performance of this Agreement, the other Transaction Documents to which such Person is or will be a party and any instrument required by this Agreement or thereunder to be executed and delivered by it on or prior to the Closing Date do not and will not, (i) conflict with, require consent or notice under, or violate the Organizational Documents of the Buyer Parties, (ii) with or without notice or the passage of time or both, conflict with, require consent or notice under or violate in any material respect any Law, material Permit or Order applicable to a Buyer Party or by which any of its properties, rights or assets is bound or affected, or (iii) with or without notice or the passage of time or both, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with the giving of notice, the passage of time or otherwise would constitute a default) under or entitle any Person to terminate, accelerate or cause a breach or default of, or result in the creation of any Lien upon any of the properties or assets of the Buyer Parties under, or create any right of acceleration, termination, vesting, payment, exercise, suspension, revocation or cancellation of the loss of any right or benefit under any contract, mortgage, lien, lease, agreement, indenture, trust, instrument, order, judgment or decree to which a Buyer Party is a party or which is binding upon a Buyer Party or upon any of the assets of any of the foregoing, except (x) for filings with Insurance Regulators and other Filings and approvals that are listed on Section 4.3 of the Buyer Disclosure Schedule, and (y) in the case of clause (iii), as would not, individually or in the aggregate, reasonably be expected to have a Buyer Material Adverse Effect. 4.4 Absence of Litigation, Claims and Orders. There are no Proceedings pending or, to the Knowledge of Buyer, threatened on behalf of or against Buyer or any Buyer Party that (i) challenge or question (a) the validity of this Agreement or any other Transaction Document to which it is or will be a party or (b) any action taken or to be taken by it pursuant to this Agreement or any other Transaction Documents to which it is or will be a party or in connection with the transactions contemplated hereby and thereby, (ii) seek to prevent, enjoin or otherwise delay the transactions contemplated under this Agreement or any other Transaction Document, or (iii) would reasonably be expected to have a Buyer Material Adverse Effect. No Order binding on Buyer or any other Buyer Party is in effect that prevents or enjoins the transactions contemplated by this Agreement or any other Transaction Documents or could adversely affect Buyer’s ability to consummate the transactions contemplated hereunder or thereunder. 4.5 Sufficient Funds. Buyer has access to immediately available funds sufficient to pay the amounts payable at Closing under Section 2.4(b) and any other payments contemplated in

 
- 62 - this Agreement at Closing and to pay all fees and expenses related to the transactions contemplated by this Agreement. 4.6 Brokers. Except for Raymond James Financial, Inc., no broker, financial advisor, finder or investment banker or other Person is entitled to any broker’s, financial advisor’s, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer. 4.7 Investment Purpose. Buyer is acquiring the RNIC Shares solely for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the RNIC Shares are not registered under the Securities Act of 1933, as amended, or any state securities laws, and that the RNIC Shares may not be transferred or sold except pursuant to the registration provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities laws and regulations, as applicable. Buyer is financially sophisticated and understands the risks relating to the purchase and ownership of the RNIC Shares. 4.8 Tax Election. Buyer is eligible to make an election under Section 338(h)(10) of the Code and any corresponding elections under state, local or non-U.S. law with respect to the purchase of the RNIC Shares, and no consent is required from any third party with respect to such election. ARTICLE V. COVENANTS 5.1 Conduct of Business Pending the Closing. During the period from the date of this Agreement and continuing through the Closing Date or the earlier termination of this Agreement pursuant to Section 7.1 hereof, except (i) as required by applicable Law, Order or Governmental Authority, (ii) as expressly contemplated by this Agreement, (iii) as set forth in Section 5.1 of the Sellers Disclosure Schedule, or (iv) with the prior written consent of Buyer, Sellers shall, and shall cause each Acquired Company and their applicable Affiliates to, (x) carry on the Businesses in the ordinary course consistent with past practice, and (y) to the extent consistent therewith, maintain the Businesses and the significant business relationships and goodwill of the Businesses with Employees, Independent Producers and the other customers, suppliers and service providers of and to the Businesses, and with Governmental Authorities with jurisdiction over the Businesses. Without limiting the generality of the foregoing, except (i) as required by applicable Law, Order or Governmental Authority, (ii) as expressly contemplated by this Agreement or (iii) as set forth in Section 5.1 of the Sellers Disclosure Schedule, without the prior written consent of Buyer, Sellers shall cause each Acquired Company not to, and, with respect to each Business, Sellers shall not and shall cause each of their Affiliates not to, directly or indirectly: (a) amend any Organizational Document of any Acquired Company; (b) (i) issue, sell, transfer, grant, pledge or otherwise encumber any shares or other interests representing equity interests in any Acquired Company, any other voting securities, or any securities convertible into or exchangeable for any such interests, in each case relating to

 
- 63 - equity interests in any Acquired Company, (ii) issue, sell, grant or accelerate the timing of payment or vesting of any option, warrant, convertible or exchangeable security, subscription, call, or other agreement or right of any kind to purchase or otherwise acquire (including by exchange or conversion) any ownership interest in any Acquired Company, (iii) change the authorized or issued equity of any Acquired Company, (iv) effect any recapitalization, reclassification, unit split, combination or similar change in the capitalization of any Acquired Company, or (v) enter into any contracts, agreements or arrangements to issue, redeem, acquire or sell any equity interests or any other ownership interests in any Acquired Company; (c) (i) sell, transfer, encumber or otherwise dispose of Investment Assets other than in accordance with the Asset Management Protocol; (ii) sell, terminate, transfer, exclusively license, encumber or otherwise dispose of any material assets of an Acquired Company (other than assets related exclusively to the Excluded Business) or any assets that presently constitute, or at the Closing would constitute, any assets of the Businesses; or (iii) permit the acquisition of any assets that would be material to an Acquired Company; (d) make or authorize any capital expenditures that are, in the aggregate, in excess of $100,000; (e) make any material change in the accounting, actuarial, payment, pricing, marketing, price or premium discounting (with respect to new or renewal business), reserving, risk management, underwriting or claims administration policies, practices, standards or principles, or make any change in the Investment Guidelines, or fail to manage its Investment Assets in compliance with the Investment Guidelines, in each case except as may be required by SAP applicable to RNIC or MML, GAAP applicable to the Acquired Companies (other than RNIC), or applicable Law; (f) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, or recapitalization of any Acquired Company; (g) (i) hire any new employee who would be an Employee, except any employee with annual base compensation of less than $125,000 and who is terminable at-will, but only to the extent that the Employee is hired in the ordinary course of business consistent with past practice, or (ii) transfer, reassign or reallocate the employment of any employee of any Seller or any Affiliate of a Seller to an Acquired Company; (h) establish, materially amend, modify, or terminate any Employee Plan, other than as required to comply with a change in applicable Law; (i) (i) promise, grant or agree to increase the base salary (or wages), commissions, target incentive opportunity or severance pay of, or any benefits paid or payable to, any Employee, including making any grant or award of equity compensation, or accelerate the vesting of any compensation or benefit, in each case other than in the ordinary course of business consistent with past practice, as required by applicable Law or an Employee Plan in-force as of the date hereof, or as specifically provided for in this Agreement, (ii) enter into or materially amend any employment, consulting, indemnification, severance or termination agreement with any Employee or Contractor, or (iii) loan or advance any money or other property to any

 
- 64 - Employee, except for advancement of expenses in the ordinary course of business consistent with past practice; (j) terminate (except in the ordinary course of business consistent with past practice for performance-related reasons, including fraud or willful misconduct), transfer the employment of, reassign or reallocate, any Employee; (k) incur, assume or guarantee any indebtedness for borrowed money or guarantee the obligations of another Person or otherwise become responsible for the obligations of another Person to the extent such obligations would be Liabilities of any Acquired Company after the Closing, or make any loans, advances or capital contributions to, or investments in, any other Person other than investments that constitute Investment Assets made in the ordinary course of business in accordance with the Investment Guidelines; (l) declare, set aside or pay any dividends (other than the Pre-Closing Dividend) or other distributions, or permit any equity holder of an Acquired Company to withdraw any equity or capital of an Acquired Company; (m) other than in connection with Investment Assets consistent with the Asset Management Protocol, acquire (by merger, consolidation, acquisition of stock or assets, reinsurance or otherwise) any other Person or substantially all of the assets of any other Person or any division thereof; (n) other than amendments or modifications to Contracts with a MML Material Independent Producer that would not have a material impact on the Reinsured Business, materially amend, waive any material rights or delegate performance under, or assign, transfer, terminate or extend any Material Contract, Contract with an MML Material Independent Producer or Reinsurance Contract (other than contracts that terminate pursuant to their terms), or enter into any Contract that would be a Material Contract, Contract with an MML Material Independent Producer or Reinsurance Contract if in effect on the date hereof; (o) outside of the ordinary course of business consistent with past practice, (i) enter into any agreement with any Independent Producer, or (ii) materially amend, waive any rights or delegate performance under, or assign, transfer or terminate any existing agreement with any Independent Producer; (p) pay or settle any Proceeding or threatened Proceeding for an amount in excess of $250,000, except with respect to the Retained Litigation and claims under policies and certificates of insurance within applicable policy limits in the ordinary course of business consistent with past practice; (q) except in connection with claims management activities in the ordinary course of business consistent with past practice, (i) forgive, cancel or compromise any material debt or material claim, (ii) waive or release any right of material value, or (iii) fail to pay or satisfy when due any material liability (other than any such liability that is being contested in good faith); (r) acquire any real property or any direct or indirect interest in real property, other than security interests in real property included in the Investment Assets;

 
- 65 - (s) abandon, modify, waive, terminate or allow to lapse any material Permit; (t) amend or modify any policy form on which Insurance Contracts are written or approved to be written; (u) make or change any material Tax election, change an annual Tax accounting period, adopt or change any material Tax accounting method, file any material amended Tax Return, enter into any material closing agreement with any Tax Authority, settle any material Tax claim or assessment by any Tax Authority, surrender any right to claim a material refund of Taxes, consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment, in each case relating to the Acquired Companies, the Transferred Assets, any Business, or the Reinsured Policies; in each case, to the extent such action could reasonably be expected to result in an increase in the Tax liability of the Acquired Companies or be binding on the Buyer with respect to any Business or the Reinsured Policies for any Post-Closing Tax Period; (v) enter into any new line of business or launch, market, issue or agree to issue any new products or make material modifications or additions to the terms and conditions of the Insurance Contracts; (w) terminate, cancel or materially amend, or cause the termination, cancellation or material amendment of, any material insurance coverage (and any surety bonds, letters of credit, cash collateral or other deposits related thereto required to be maintained with respect to such coverage), maintained by or for the benefit of the Acquired Companies that is not replaced with comparable insurance coverage; (x) not conduct any material revaluation of any Transferred Investment Asset except to the extent required by applicable Laws or applicable accounting principles; or (y) authorize or enter into any agreement in furtherance of any of the foregoing. 5.2 Access to Information. Prior to the Closing Date, Sellers shall provide Buyer and its Representatives with reasonable access, upon reasonable notice at reasonable times during normal business hours, to all of the Books and Records, properties of the Acquired Companies and Employees, and, during such period, Sellers shall and shall cause the Acquired Companies and their Affiliates to furnish to Buyer such information concerning the Businesses, properties, financial condition, operations and senior personnel of the Acquired Companies as Buyer may from time to time reasonably request, other than any such properties, books, contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure or (ii) are subject to an obligation of confidentiality; provided, that (x) in the case of clause (i), Sellers shall use commercially reasonable efforts to take such action (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) with respect to such books, records, contracts, properties and information as is necessary to permit disclosure to Buyer and Buyer’s Representatives, and (y) in the case of clause (ii), Sellers shall notify Buyer promptly if any information is being withheld in reliance on clause (ii), and Sellers shall use commercially reasonable efforts to obtain a waiver of the applicable obligation.

 
- 66 - 5.3 Confidentiality. (a) Buyer and its Representatives shall treat all nonpublic information obtained in connection with this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby as confidential in accordance with the terms of the Confidentiality Agreements. The terms of the Confidentiality Agreements are hereby incorporated by reference and shall continue in full force and effect until the Closing, at which time such Confidentiality Agreements shall terminate; provided, that in the event of a conflict between the Confidentiality Agreements and this Agreement, this Agreement shall control. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreements shall continue in full force and effect in accordance with its terms. (b) From and after the Closing and subject to the confidentiality provisions in the other Transaction Documents specifically with respect to the information therein, Buyer shall, and shall cause its Affiliates and its and its Affiliates’ Representatives to (i) maintain the confidentiality of, (ii) not disclose to any other Person (other than Buyer’s Affiliates or Representatives) and (iii) not use any Seller Confidential Information, except that Buyer or its Affiliates may disclose or use Seller Confidential Information (A) to the extent required by applicable Law, in any report, statement, testimony or other submission to any Governmental Authority having jurisdiction over Buyer or its Affiliates, as applicable, (B) in order to comply with any Law or the rules of any listing authority or stock exchange applicable to Buyer or its Affiliates, as applicable, (C) in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to Buyer or its Affiliates, as applicable, in the course of any litigation, investigation or administrative proceeding, (D) to the extent necessary for the performance of Buyer’s and any Buyer Party’s obligations, or the enforcement of Buyer’s and any Buyer Party’s rights, under this Agreement or the other Transaction Documents or (E) in any disclosure to its rating agencies, reinsurers or retrocessionaires. If Buyer or any of its Affiliates or their respective Representatives becomes legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar judicial or administrative process to disclose any Seller Confidential Information, Buyer shall, to the extent permitted by applicable Law and reasonably practicable, (1) provide Sellers with prompt written notice of such requirement and (2) cooperate with Sellers and Sellers’ Affiliates (at Sellers’ expense) to obtain a protective order or similar remedy to cause such Seller Confidential Information not to be disclosed, including interposing any reasonable objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, Buyer or its applicable Affiliates shall furnish only that portion of Seller Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such disclosed Seller Confidential Information. Buyer hereby agrees, and shall cause its Affiliates and its and its Affiliates’ Representatives, to protect Seller Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized disclosure of Seller Confidential Information as Buyer uses to protect its own confidential information of a like nature. (c) From and after the Closing with respect to the Business Confidential Information and from and after the date hereof with respect to the Buyer Confidential Information, and subject to the confidentiality provisions in the other Transaction Documents

 
- 67 - specifically with respect to the information therein, Sellers shall, and shall cause their Affiliates and its and their Representatives to (i) maintain the confidentiality of, (ii) not disclose to any other Person (other than Sellers’ Affiliates or Representatives) and (iii) not use, any Business Confidential Information or Buyer Confidential Information, except that Sellers and their Affiliates may disclose or use Business Confidential Information or Buyer Confidential Information (A) to the extent required by applicable Law, in any report, statement, testimony or other submission to any Governmental Authority having jurisdiction over Sellers or their Affiliates, as applicable, (B) as may be reasonably necessary or advisable in connection with any Tax Returns, accounting records, financial reporting obligations or any audit, or disclosure or corporate governance best practices of Sellers, (C) in order to comply with any Law or the rules of any listing authority or stock exchange applicable to Sellers or their Affiliates, as applicable, (D) in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to Sellers or their Affiliates, as applicable, in the course of any litigation, investigation or administrative proceeding or (E) to the extent necessary for the performance of Sellers’ and the Seller Parties’ obligations, or the enforcement of Sellers’s and any Seller Party’s rights, under this Agreement or the other Transaction Documents. If Sellers or any of their Affiliates or their respective Representatives becomes legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar judicial or administrative process to disclose any Business Confidential Information or Buyer Confidential Information, Sellers shall, to the extent permitted by applicable Law and reasonably practicable, (1) provide Buyer with prompt written notice of such requirement, and (2) cooperate with Buyer and Buyer’s Affiliates (at Buyer’s expense) to obtain a protective order or similar remedy to cause Business Confidential Information or Buyer Confidential Information not to be disclosed, including interposing any reasonable objections thereto, such as objections based on settlement privilege. In the event that such protective order or other similar remedy is not obtained, Sellers or their applicable Affiliates shall furnish only that portion of Business Confidential Information or Buyer Confidential Information that has been legally compelled, and shall exercise its commercially reasonable efforts to obtain assurance that confidential treatment will be accorded such disclosed Business Confidential Information or Buyer Confidential Information. Sellers hereby agrees, and shall cause its Affiliates and its and their Representatives, to protect the Business Confidential Information and Buyer Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized disclosure of Business Confidential Information and Buyer Confidential Information as Sellers or their applicable Affiliate uses to protect its own confidential information of a like nature. 5.4 Governmental Approvals and Filings; Third Party Consents. (a) Subject to the terms and conditions hereof, Sellers and Buyer shall use their reasonable best efforts, and shall cooperate fully with each other, (i) to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective, as soon as practicable after the date hereof, the transactions contemplated by the Transaction Documents and (ii) to obtain as promptly as practicable all necessary Permits, Orders or other consents, approvals or authorizations of Governmental Authorities necessary in connection with the consummation of the transactions contemplated by this Agreement. In connection therewith, Sellers and Buyer shall make and cause their respective Affiliates to make all legally required filings as promptly as practicable in order to

 
- 68 - facilitate prompt consummation of the transactions contemplated hereby, shall provide and shall cause their respective Affiliates to provide such information and communications to Governmental Authorities as such Governmental Authorities may request, shall take and shall cause their respective Affiliates to use their reasonable best efforts to (x) avoid any Proceedings by any Governmental Authority with respect to the transactions contemplated hereby, and (y) defend or contest in good faith any Proceeding by any third party (other than any Governmental Authority), whether judicial or administrative, challenging any of the transactions contemplated hereby, or that could otherwise prevent, impede, interfere with, hinder or delay in any material respect the consummation of the transactions contemplated thereby. Each of the parties shall use reasonable best efforts to provide to the other party copies of all applications or other communications to Governmental Authorities in connection with this Agreement in advance of the filing or submission thereof; provided, that in connection therewith neither party shall be required to provide the other with any information or materials that are commercially sensitive or the disclosure of which would violate any of its contractual obligations or obligations with respect to confidentiality, contain personal information (including personal financial information) about an officer, director or control person of such party, are legally privileged or otherwise to the extent prohibited by applicable Law (collectively, “Sensitive Information”). (b) Without limiting the generality of the foregoing, as promptly as reasonably practicable, but no later than thirty (30) days following the date hereof, (i) Buyer shall, and shall cause its applicable Affiliates to, file with all applicable Insurance Regulators the Filings and requests for approval listed in Section 4.3 of the Buyer Disclosure Schedule and any other pre- acquisition notifications on “Form E” or similar market share notifications to be filed in each jurisdiction where required by applicable Law with respect to the transactions contemplated hereby and (ii) Sellers shall, and shall cause its applicable Affiliates to, file with all applicable Insurance Regulators the Filings and requests for approval listed in Section 3.5(b) of the Sellers Disclosure Schedule (except to the extent such Filing is being prepared by Buyer pursuant to the foregoing clause (i)). All filing fees payable in connection with the foregoing shall be borne by the respective filing party incurring such expense. Buyer and Sellers shall, upon request, furnish each other with all information concerning themselves, their respective Affiliates, directors, officers and shareholders and members, as applicable, and such other matters as may be reasonably necessary or advisable in connection with the preparation of any statement, Filing, notice or application made by or on their behalf to any Governmental Authority in connection with the transactions contemplated by the Transaction Documents; provided, that in connection therewith neither party shall be required to provide the other with Sensitive Information. A reasonable time prior to furnishing any written materials to any Insurance Regulator or other Governmental Authority in connection with the transactions contemplated hereby, the filing party shall use reasonable best efforts to furnish the other party with a copy thereof, and such other party shall have a reasonable opportunity to provide comments thereon, which comments shall be considered by the filing party in good faith; provided, that in connection therewith neither party shall be required to provide the other with Sensitive Information. Each party shall give to the other party prompt written notice if it or any of its Affiliates receives any notice or other communication from any Insurance Regulator or other Governmental Authority in connection with the transactions contemplated by the Transaction Documents and, in the case of any such notice or communication that is in writing, shall promptly furnish the other party with a copy thereof. If any Governmental Authority requires that a hearing be held in connection with any such approval, each party shall use its reasonable best efforts to arrange for such hearing to

 
- 69 - be held promptly after the notice that such hearing is required has been received by such party. Each party shall give to the other party reasonable prior written notice of the time and place when any meetings, telephone calls, or other conferences may be held by it with any Governmental Authority in connection with the transactions contemplated by the Transaction Documents (other than (i) non-substantive scheduling or administrative calls and (ii) accepting any unscheduled telephone call from any Governmental Authority, or responding to any question during a discussion with any Governmental Authority that was scheduled for purposes of discussing matters other than the transactions contemplated hereby), and the other party shall have the right to have a representative or representatives attend or otherwise participate in any such meeting, telephone call, or other conference unless the relevant Governmental Authority does not consent to attendance or participation by such other party’s representative or such attendance or participation is prohibited by applicable Law. (c) Without limiting the foregoing, each of Buyer and Sellers shall use its reasonable best efforts to avoid each and every impediment under any insurance Law or other applicable Law that may be asserted by any Governmental Authority with respect to this Agreement and the transactions contemplated hereby so as to enable the Closing to occur as promptly as practicable, including, without limitation, any actions requested by any Governmental Authority that are necessary or appropriate to (i) resolve any objections that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby, and (ii) prevent the entry of, and have vacated, lifted, reversed or overturned, any Order that would prevent, prohibit, restrict or delay the consummation of the transactions contemplated hereby; provided, that, in each case, in no event will a party be obligated to pursue or participate in litigation in connection with the covenants contained in this Section 5.4. Notwithstanding anything to the contrary in this Agreement, neither Buyer nor its Affiliates (including, following the Closing, the Acquired Companies) shall be obligated to take or refrain from taking any action or to become subject to any condition, limitation, restriction or requirement, that is imposed by a Governmental Authority on such Person in connection with the pursuit of the consent or approval of a Governmental Authority for the transactions contemplated hereby or in the other Transaction Documents, that, individually or together with all other such actions, conditions, limitations, restrictions or requirements, would constitute a Burdensome Condition; provided that prior to Buyer being entitled to invoke a Burdensome Condition, each of the parties hereto shall (A) promptly confer in good faith in order to exchange and review their respective views and positions as to any potential Burdensome Condition, (B) discuss and present to, and engage with, the applicable Governmental Authority regarding any approaches or actions that would avoid any actual Burdensome Condition or mitigate its impact so it is no longer a Burdensome Condition, and (C) use their respective reasonable best efforts to take, or cause to be taken, such actions in respect thereof which may avoid a Burdensome Condition or mitigate its impact (other than any actions which themselves, individually or in the aggregate with other items, would constitute a Burdensome Condition). (d) Sellers shall, and shall cause their Affiliates to, use reasonable best efforts to obtain, prior to the Closing, any consent or waiver from any third party (other than a Governmental Authority) that is required for the consummation of the transactions contemplated by this Agreement and the other Transaction Documents or that is necessary in order to ensure that any Material Contracts or Reinsurance Contracts will not be terminated as a result of consummating the transactions contemplated by this Agreement, including, without limitation,

 
- 70 - those third party consents set forth on Annex L (the “Third-Party Consents”). Buyer shall, and shall cause its Affiliates to, cooperate with Sellers at Sellers’ reasonable request to assist in obtaining such consents or waivers. Each of Buyer and Sellers shall bear their own and their Affiliates’ internal costs to obtain such consents and waivers, and the costs payable to third parties for obtaining such consents and waivers shall be (x) shared equally by the Buyer and the Sellers for the first $50,000 in the aggregate, and (y) borne solely by Seller with respect to any amounts exceeding $50,000 in the aggregate. In connection therewith, Sellers shall not, and shall cause the Acquired Companies not to without the prior written consent of Buyer, (i) make any payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments) or concede anything of value, (ii) materially amend, supplement or otherwise modify any such contract or Reinsurance Contracts, or (iii) agree or commit to do any of the foregoing, in each case, for the purposes of giving, obtaining and/or effecting any Third-Party Consents. Sellers shall (and shall cause their Affiliates (including the Acquired Companies)) to keep Buyer reasonably informed regarding the process of obtaining such Third-Party Consents. To the extent the parties reasonably determine they will not be able to obtain any Third-Party Consent by the Outside Date, Sellers shall use reasonable best efforts to explore and implement an equivalent alternative reasonably agreed to by the Buyer. The costs of any such commercially reasonably alternative arrangement shall be counted as Third-Party Consent costs thereunder. Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Third-Party Consents shall not have been obtained prior to the Closing, from and after the Closing Date through the term of the Transition Services Agreement, Sellers shall use reasonable best efforts to obtain such Third-Party Consents as promptly as reasonably practicable after the Closing. (e) Notwithstanding anything to the contrary contained in this Agreement, to the extent that any Transferred Asset may not be transferred to Buyer or its Affiliates or any service may not be provided under the Transition Services Agreement, in each case without a Third- Party Consent that has not been obtained by the Closing, Seller shall, and shall cause its Affiliates to, from and after the Closing Date through the term of the Transition Services Agreement, effect arrangements reasonably acceptable to the Buyer under which (i) Buyer and its Affiliates would, in compliance with applicable Law, obtain the benefits and assume the obligations associated with such Transferred Asset or receive such services, as applicable, in accordance with this Agreement and the Transition Services Agreement, as applicable, including through a subcontracting, sublicensing or subleasing arrangement. 5.5 Notification of Certain Matters. Between the date of this Agreement and the Closing Date, each party shall give prompt notice to the other party at such time that such party becomes aware of the occurrence, or nonoccurrence, of any event which, if existing, occurring or known on the date hereof should have been so disclosed, or which is necessary to correct any information in the Sellers Disclosure Schedule or the Buyer Disclosure Schedule, as applicable; provided, that for purposes of determining the rights and obligations of the parties under this Agreement, any such supplemental disclosure by any party shall not be deemed to have been disclosed as of the date hereof, to constitute a part of, or an amendment or supplement to the Sellers Disclosure Schedule or the Buyer Disclosure Schedule, as applicable, or to cure any breach or inaccuracy of a representation, warranty, covenant, condition or agreement as of the date hereof unless so agreed to in writing by the other party.

 
- 71 - 5.6 Interim Financial Statements; Investment Reports. (a) From the date hereof until the Closing Date, Sellers shall deliver to Buyer true and complete copies of monthly balance sheets and income statements, quarterly statutory filings at quarter-ends, and actuarial opinion at year-end for RNIC and MML, in each case when and as prepared in the ordinary course of business, consistent with past practice. (b) From the date hereof until the Closing Date, Sellers will forward to Buyer copies of all quarterly investment reports prepared by or for an Acquired Company or MML regarding the Investment Assets, in each case within ten (10) Business Days following creation or receipt of such reports by such Acquired Company or MML, as applicable. Three (3) Business Days prior to the Closing Date, Sellers shall deliver to Buyer a true, complete and correct list of all Investment Assets of the Acquired Companies and MML (solely with respect to the Initial MML Portfolio) with information included therein as to (i) the most recent available calculation of Book Value and (ii) Fair Market Value as of the close of business as of the date that is four (4) Business Days prior to the Closing Date, in each case of such Investment Assets calculated in a manner consistent with the calculations with respect to such assets in Section 3.25(a)(i) of the Sellers Disclosure Schedule. 5.7 Public Announcements. Buyer and Sellers shall mutually agree on the form and timing of an initial joint press release to be issued with respect to this Agreement and the transactions contemplated hereby. In addition, prior to the Closing Date, each party shall consult with and obtain the approval of the other before issuing any press release or making any other public disclosure with respect to this Agreement or the transactions contemplated hereby and shall not issue any such press release or make any such public disclosure prior to such consultation and approval (except as may be required by Law, in which event the Person proposing to issue such press release or make such public disclosure shall use its reasonable best efforts to consult in good faith with the other party before issuing any such press release or making any such public disclosure and shall cooperate to limit the scope of disclosure to the minimal amount of information required by Law). 5.8 Further Assurances. (a) On and after the Closing Date, Sellers and Buyer shall, and shall cause their respective Affiliates to, use commercially reasonable efforts to execute and deliver, or shall cause to be executed and delivered, such documents, certificates, agreements and other writings and shall take, or shall cause to be taken, such further actions as may be reasonably required or requested by any party to carry out the provisions of the Transaction Documents and consummate or implement expeditiously the transactions contemplated by the Transaction Documents. (b) In the event that the Closing occurs in accordance with the terms hereof on the first Business Day of any calendar month that is not the first Business Day of a calendar quarter, Sellers and Buyer shall cooperate in good faith regarding (i) closing and reconciling of the accounts of the Businesses as of the end of the month immediately preceding the Closing Date in connection with the Closing consistent with the closing and reconciliation procedures utilized by Sellers as of any quarter end in the ordinary course of business, (ii) mapping of

 
- 72 - accounts to and within the accounting systems of Buyer and its Affiliates in connection with the Closing, and (iii) following the Closing, preparing the quarterly financial statements for the Businesses for the calendar quarter in which the Closing Date occurs; provided that (A) Buyer shall provide Sellers and their Representatives continued access to the relevant books, records, systems and personnel of the Businesses, and (B) Buyer shall reimburse Sellers for all reasonable and documented third-party out-of-pocket costs incurred in providing such assistance. For the avoidance of any doubt, Buyer shall be solely responsible for all post-Closing financial reporting and filings for the Businesses and the Acquired Companies. (c) Following the Closing, Buyer shall, and shall cause the Transferred Employees to, provide Sellers and their Representatives with reasonable cooperation and assistance with (i) closing and reconciling of the accounts of the Businesses as of the end of the month immediately preceding the Closing Date in connection with the Closing consistent with the closing and reconciliation procedures utilized by Sellers as of any quarter end in the ordinary course of business, (ii) preparing the financial statements for the Businesses for each calendar month and the calendar quarter in which the Closing Date occurs, and (iii) and preparing the annual audit for the Businesses; provided that (A) Buyer shall provide Sellers and their Representatives continued access to the relevant books, records, systems and personnel of the Businesses, including the Transferred Employees with accounting and financial responsibilities, and (B) Sellers shall reimburse Buyer for all reasonable and documented third-party out-of- pocket costs incurred in providing such assistance. For the avoidance of any doubt, Sellers shall be solely responsible for all pre-Closing financial reporting and filings for the Businesses and the Acquired Companies. 5.9 Delivery of Books and Records. At, or as soon as reasonably practicable after, the Closing, Seller shall cause all Books and Records in the possession of or reasonably available to Seller or any of Seller’s Affiliates to be delivered to Buyer (or a Person designated by Buyer) in the manner (and in the case of physical Books and Records at the location(s)) reasonably requested by Buyer, to the extent not located at an office of the Acquired Companies; provided, however that (a) to the extent such Books and Records are commingled with the other books and records of Sellers, Sellers shall, and shall cause their Affiliates to (i) use reasonable best efforts to segregate the commingled Books and Records from such other books and records or redact information not constituting Books and Records such that the Books and Records may be transferred in accordance with this Section 5.9, and (ii) to the extent Sellers and their Affiliates are unable to segregate or redact the information pursuant to the foregoing clause (i), make such Books and Records available to Buyer and its Affiliates upon reasonable request of Buyer and during regular business hours (it being understood and agreed that Sellers may redact any portion of such books and records to the extent not constituting Books and Records, but shall be obligated to make available to Buyer in unredacted form all Books and Records), and (b) Sellers may retain copies of all Books and Records that reside within Sellers’ or their Affiliates’ systems or databases, subject to the confidentiality obligations set forth in Section 5.3(c). 5.10 Access to Books and Records. (a) Until the seventh (7th) anniversary of the Closing (provided, that Buyer shall give thirty (30) days’ notice to Sellers prior to destroying any records to permit Sellers, at their expense, to examine, duplicate or repossess such books and records), Buyer shall afford

 
- 73 - promptly to Sellers and their Representatives reasonable access to the books, records, officers, employees, auditors and other advisors of the Acquired Companies, and provide information with respect to the Acquired Companies, in a readily accessible form (including financial information in a form consistent with the Acquired Companies’ historical practices for the preparation of such financial information), to the extent related to periods prior to the Closing and to the extent reasonably required by Sellers for any lawful business purpose, including litigation, disputes, compliance, financial reporting (including financial audits of historical information), loss reporting, regulatory and accounting matters, and Buyer shall reasonably cooperate with Sellers and Sellers’ Representatives, to furnish such books and records and information and make available such officers, employees, auditors and other advisors of the Acquired Companies; provided, that such access does not unreasonably interfere with the conduct of the business of Buyer or the Acquired Companies, and that Sellers shall reimburse Buyer promptly for all reasonable and documented out-of-pocket costs and expenses incurred in connection with any such request. (b) Until the seventh (7th) anniversary of the Closing (provided, that Sellers shall give thirty (30) days’ notice to Buyer prior to destroying any records to permit Buyer, at its expense, to examine, duplicate or repossess such books and records), Sellers shall, and shall cause Sellers’ Affiliates to, afford promptly to Buyer and its Representatives reasonable access to the books, records, officers, employees, auditors and other advisors of the Sellers and their Affiliates relating to the Acquired Companies, the Businesses, the Transferred Assets and the Transferred Liabilities, and provide information with respect to the Acquired Companies, the Businesses, the Transferred Assets and the Transferred Liabilities in a readily accessible form (including financial information in a form consistent with Sellers’ or such Affiliate’s historical practice for the preparation of such financial information), to the extent related to periods prior to the Closing and to the extent reasonably required by Buyer for any lawful business purpose, including litigation, disputes, compliance, financial reporting (including financial audits of historical information), loss reporting, regulatory and accounting matters, and Sellers shall, and shall cause their Affiliates to, reasonably cooperate with Buyer and Buyer’s Representatives to furnish such books and records and information and make available such officers, employees, auditors and other advisors with respect to the Acquired Companies, the Businesses, the Transferred Assets and Transferred Liabilities; provided, that such access does not unreasonably interfere with the conduct of the business of Sellers or Sellers’ Affiliates and that Buyer shall reimburse Sellers promptly for all reasonable and documented out-of-pocket costs and expenses incurred in connection with any such request. 5.11 Non-Competition; Non-Solicitation. (a) During the applicable Restricted Period (as defined below), Sellers shall not, and shall cause their Subsidiaries not to, directly or indirectly (including by partnering with any third party), offer, sell, issue, underwrite, market, service, administer or distribute products or services that would compete with the products or services that were offered, sold, issued, underwritten, marketed, serviced or distributed by the Businesses in the Territory, including any group life, group disability, or accident and health insurance policies but excluding any of the products listed in Annex M (a “Competing Business”); provided, that the foregoing will not prohibit Sellers or any of their Subsidiaries from: (i) providing reinsurance to any Person engaged in a Competing Business (provided that Sellers are not engaged in the direct marketing, production or

 
- 74 - administration of such reinsured business), (ii) administering any business reinsured to a third- party reinsurer as of the Closing Date, or otherwise complying with the terms of any applicable reinsurance agreements and any other related contracts or agreements with such third-party reinsurer, (iii) entering into any captive or other insurance or reinsurance arrangements between or among either Seller or any of their Subsidiaries, (iv) investing in any Person which invests in, manages or operates a Competing Business, so long as Sellers’ or their Subsidiaries’ investment is less than fifteen percent (15%) of the outstanding ownership interest in such Person and a Seller does not control such Person or Competing Business, (v) acquiring a Competing Business (or third party engaging in such Competing Business) by merger or a purchase of shares or assets of a third party so long as the annual revenue of such third party attributable to the Competing Business for the most recent fiscal year of such third party preceding the acquisition does not exceed fifteen percent (15%) of the annual revenue during such period for all the business or operations acquired from such third party; provided, however, that in the event of any such acquisition where the aggregate annual revenue related to the Competing Business exceeds fifteen percent (15%) of such aggregate annual revenue, Sellers shall be required to divest such excess portion of the Competing Business within twelve (12) months of such acquisition, (vi) owning any securities through an employee benefit plan, or (vii) engaging in any business conducted by either Seller or any of their Affiliates at Closing, other than a Competing Business. (b) During the applicable Restricted Period, Sellers shall not, and shall cause their Subsidiaries to not, directly or indirectly (including partnering with any third party): (i) induce or provide any incentive (financial or otherwise) to any Independent Producer to terminate its relationship with the Acquired Companies or the Reinsured Business; (ii) with respect to the RNIC Business, induce or provide any incentive (financial or otherwise) to any Independent Producer to target or solicit, or cause to be targeted or solicited (on a systematic basis or otherwise) any holder of an Insurance Contract with any Acquired Company or any customer that is party to a Customer Contract with any Acquired Company as of the Closing Date to replace all or any portion of the coverage provided by such Insurance Contract or Customer Contract with another insurance policy or other contract or coverage unless such policy, contract or coverage is issued or reinsured by Buyer or its Affiliates; (iii) with respect to the Reinsured Business, induce or provide any incentive (financial or otherwise) to any Independent Producer to target or solicit, or cause to be targeted or solicited (on a systematic basis or otherwise) any of the Restricted Customers to replace all or any portion of the coverage provided to such Restricted Customers with another insurance policy or other contract or coverage unless such policy, contract or coverage is issued or reinsured by Buyer or its Affiliates; (iv) with respect to the RNIC Business, use the Customer Lists, list of holders of Insurance Contracts or information related to pricing or forms of such policies and contracts or similar proprietary information of the Acquired Companies, for any purpose, without Buyer’s prior written consent; or (v) with respect to the Reinsured Business, use information related to pricing or forms of policies and contracts or similar proprietary information of the Restricted Customers, without Buyer’s prior written consent; provided, however, that in each case under clauses (i) through (v) of this Section 5.11(b), except for use of Customer Lists or lists of holders of Insurance Contracts to the extent the customers or holders set forth thereon are existing customers of Seller and its Affiliates for products and services that are not part of either Business and that do not and would not constitute a Competing Business.

 
- 75 - (c) Except as set forth in Section 5.11(c) of the Sellers Disclosure Schedule, for a period of eighteen (18) months following the Closing Date for Transferred Employees other than Buyer Key Employees, and until the third (3rd) anniversary of the Closing Date with respect to Buyer Key Employees, without the prior written consent of Buyer, Sellers shall not, and shall cause their Affiliates to not, solicit for employment, employ or contract for the services of any Transferred Employee; provided, that nothing in this Section 5.11(c) shall prohibit Sellers or their Affiliates from engaging in general solicitations not directed at such Persons and hiring any such Person who responds to such general solicitation or from soliciting, employing or contracting for the services of any such Person whose employment with or engagement by Buyer or any of its Affiliates has been terminated by Buyer or its applicable Affiliate or who has otherwise ceased to be employed or engaged by Buyer or any of its Affiliates for a period of at least three (3) months. (d) Except as set forth in Section 5.11(d) of the Buyer Disclosure Schedule, for a period of eighteen (18) months following the Closing Date for any employee of Sellers or their Affiliates other than Seller Key Employees, and until the third (3rd) anniversary of the Closing Date with respect to Seller Key Employees, without the prior written consent of Sellers, Buyer shall not, and shall cause its Affiliates to not, solicit for employment, employ or contract for the services of any employee of Sellers or their Affiliates; provided, that nothing in this Section 5.11(d) shall prohibit Buyer or its Affiliates from engaging in general solicitations not directed at such Persons and hiring any such Person who responds to such general solicitation or from soliciting, employing or contracting for the services of any such Person whose employment with or engagement by Sellers or any of their Affiliates has been terminated by Sellers or their applicable Affiliate or who has otherwise ceased to be employed or engaged by Sellers or any of their Affiliates for a period of at least three (3) months. (e) During the applicable Restricted Period, Buyer shall not, and shall cause its Affiliates not to, directly or indirectly (including by partnering with any third party), promote, offer, sell, issue, underwrite, market, service, administer or distribute products or services that would compete with the products or services that were offered, sold, issued, underwritten, marketed, serviced or distributed by RNIC pursuant to the Excluded Business Policies in the Territory (a “Medicare Supp Competing Business”); provided that the foregoing will not prohibit Buyer or any of its Affiliates from: (i) providing reinsurance to any Person engaged in a Medicare Supp Competing Business (provided that Buyer is not engaged in the direct marketing, production or administration of such reinsured business), (ii) administering any business reinsured to a third-party reinsurer as of the Closing Date, or otherwise complying with the terms of any applicable reinsurance agreements and any other related contracts or agreements with such third-party reinsurer, (iii) entering into any captive or other insurance or reinsurance arrangements between or among Buyer or any of its Subsidiaries, (iv) investing in any Person which invests in, manages or operates a Medicare Supp Competing Business, so long as Buyer or its Affiliates’ investment is less than fifteen percent (15%) of the outstanding ownership interest in such Person and Buyer does not control such Person or Medicare Supp Competing Business, (v) acquiring a Medicare Supp Competing Business (or third party engaging in such Medicare Supp Competing Business) by merger or a purchase of shares or assets of a third party so long as the annual revenue of such third party attributable to the Medicare Supp Competing Business for the most recent fiscal year of such third party preceding the acquisition does not exceed fifteen percent (15%) of the annual revenue during such period for all the business or operations

 
- 76 - acquired from such third party; provided, however, that in the event of any such acquisition where the aggregate annual revenue related to the Medicare Supp Competing Business exceeds fifteen percent (15%) of such aggregate annual revenue, Buyer shall be required to divest such excess portion of the Medicare Supp Competing Business within twelve (12) months of such acquisition, (vi) owning any securities through an employee benefit plan, or (vii) engaging in any business conducted by either Buyer or any of its Affiliates at Closing, other than a Medicare Supp Competing Business. (f) For purposes of this Section 5.11: (i) “Restricted Customers” means the customers of the Reinsured Business listed in Annex N. (ii) “Restricted Period” means: (A) with respect to the RNIC Business and the applicable restrictions set forth in Section 5.11(a) and Section 5.11(b), a period of five (5) years following the Closing Date; (B) with respect to the Reinsured Business and the applicable restrictions set forth in Section 5.11(a), a period of three (3) years following the Closing Date; (C) with respect to the Reinsured Business and the applicable restrictions set forth in Section 5.11(b), a period of ten (10) years following the Closing Date; provided, however, that (I) such period will automatically terminate on the date Buyer or its Affiliates ceases to own, directly or indirectly, the business consisting of the group life and disability business acquired by the Buyer pursuant to the terms hereof and of the other Transaction Documents or substantially all of the assets of such business, and (II) with respect to any Restricted Customer, such period will automatically terminate with respect to such Restricted Customer on the date Buyer or its Affiliates no longer provide products or services to such Restricted Customer for any reason; and (D) with respect to the Medicare Supp Competing Business and the restrictions set forth in Section 5.11(e), a period of five (5) years following the Closing Date; 5.12 D&O Liabilities. Prior to Closing, Buyer shall use commercially reasonable efforts to have available (subject to the payment of the premium) director and officer “tail coverage” insurance for the Acquired Companies with respect to the period prior to Closing (the “D&O Policy”). At the Closing, the Buyer shall directly pay the costs of securing the D&O Policy (including the premium) to the insurance company, provided that Sellers shall bear fifty percent (50%) of the cost of the D&O Policy through the inclusion of such amount as Transaction Expenses. 5.13 Employee Matters.

 
- 77 - (a) Employees. (i) Transferred Employees. No less than forty (40) days prior to the Closing, at any time at the request of the Buyer, Sellers shall provide Buyer with an updated and final Section 3.16(a) of the Sellers Disclosure Schedule, reflecting any changes to the individuals listed thereon as of the date hereof that result from any resignations or terminations in accordance with Section 5.1(j) and the hiring of any individuals following the date hereof in accordance with Section 5.1(g), which Section 3.16(a) of the Sellers Disclosure Schedule shall also include accrued but unused paid time off benefits (to the extent such accrued paid time off is not paid by Sellers). Not less than thirty (30) days prior to Closing Date, Buyer shall offer employment, effective as of the Closing, to each Employee on Section 3.16(a) of the Sellers Disclosure Schedule (as updated in accordance with the immediately preceding sentence), with such employment offer contingent on the occurrence of Closing (each an “Offered Employee”). The Offered Employees who accept employment from Buyer or its Affiliates on or prior to the Closing shall be referred to herein as “Transferred Employees.” The Employees who do not accept employment with Buyer or one of its Affiliates, shall be referred to herein as “Non- Transferred Employees.” (ii) Inactive Employees. With respect to any Employee who is on a leave of absence as of the Closing Date (each, an “Inactive Employee”), if such Inactive Employee returns to active employment with the Sellers or any of their Affiliates within one hundred and eighty (180) days following the Closing Date (or such longer period as required by applicable Law), then, effective as of the date such Inactive Employee is approved by Sellers on a commercially reasonable basis to return to active employment, Buyer shall, or shall cause its Affiliates to, make an offer of employment to such Inactive Employee on the terms described in Section 5.13(a)(iii). Upon accepting such an offer of employment pursuant to this Section 5.13(a)(ii), such Inactive Employee shall become a Transferred Employee. Not less than ten (10) Business Days prior to the Closing, Sellers shall provide Buyer with a list of Inactive Employees. (iii) For the period of at least twelve (12) months from and after the Closing Date, Buyer shall provide each Transferred Employee base compensation and bonus opportunities that, in the aggregate, are comparable to those in effect for such Transferred Employee immediately prior to the Closing Date. Sellers shall (A) provide assistance to Buyer to allow Buyer to obtain a completed Employment Eligibility Verification USCIS Form I-9 and verify the identity and employment authorization of each Transferred Employee and (B) cooperate with Buyer in obtaining such documentation from any Transferred Employee, as applicable, in each case, prior to the Closing Date. (iv) Prior to or on the Closing Date, Sellers shall and shall cause their Affiliates to either pay each Transferred Employee or accrue on their financial statements (including the Estimated Statements or the Closing Statements) for the following amounts to the extent payable to such Transferred Employee in respect of periods ending on or prior to the Closing Date: (A) all compensation earned but unpaid as of the Closing Date, including wages and commissions; (B) business expenses and other reimbursements incurred but unpaid as of the Closing Date; (C) all severance payments earned but unpaid as of the Closing Date; and (D) accrued but unused paid time off benefits as of the Closing Date.

 
- 78 - (v) If the Closing occurs on or after January 1, 2027 but before April 1, 2027, Sellers shall, and shall cause their Affiliates to: a. pay to each Transferred Employee his actual earned 2026 bonus on or prior to March 15, 2027; and b. contribute for each Transferred Employee who, as of the Closing Date, is eligible under the Medical Mutual of Ohio Employees’ Retirement Savings Plan (the “MMO Plan”), the full amount of such Transferred Employee’s 2026 non-elective (Horizons) contributions into such Transferred Employee’s account on or prior to February 15, 2027. (vi) If the Closing occurs on or after April 1, 2027, Seller shall, and shall cause its Affiliates to: a. pay to each Transferred Employee his actual earned 2026 bonus on or prior to March 15, 2027; b. pay to each Transferred Employee his prorated target 2027 bonus on or shortly following the Closing Date; and c. contribute for each Transferred Employee who, as of the Closing Date, is eligible under the MMO Plan, the full amount of such Transferred Employee’s 2026 non-elective (Horizons) contributions into such Transferred Employee’s account on or prior to February 15, 2027. (vii) Terminating Employees. Sellers shall, and shall cause their Affiliates to, terminate the employment of Transferred Employees no later than immediately prior to the Closing Date. Sellers and their respective Affiliates agree to provide, or cause to be provided, any required notice under the WARN Act, with respect to any “plant closing” or “mass layoff” or similar event affecting any Employee prior to the Closing Date. Buyer agrees to provide or cause to be provided any required notice under the “WARN Act”, with respect to any “plant closing” or “mass layoff” or similar event affecting Transferred Employees and occurring on or after the Closing Date. (viii) Employment Agreements. Sellers and their Affiliates hereby consent to the hiring by Buyer or any of its Affiliates of each Transferred Employee and agree not to enforce any non-competition or similar covenant that could, but for this provision, prevent such Transferred Employee from fulfilling the terms and conditions of his or her services to Buyer or any of its Affiliates following the Closing. Following the date hereof, Sellers and their Affiliates will make their Employees reasonably available to Buyer or its Affiliates to facilitate Buyer’s compliance with its obligations under Section 5.13(a)(i) to offer employment to such Employees. (b) Employee Communications. (i) During the period from the date hereof through the Closing Date, Buyer and Sellers shall reasonably cooperate to communicate to the Employees the details of the proposed terms and conditions of their employment with Buyer or its Affiliates.

 
- 79 - (ii) Without limiting the generality of the foregoing, Seller shall reasonably cooperate with Buyer in good faith and make available the Employees identified on Annex L for, and shall use reasonable best efforts to facilitate, discussions with Buyer regarding the continued employment by Buyer of such Employees following the Closing. (c) Retention Bonuses. With respect to each bonus agreement by and between a Transferred Employee and Sellers or their Affiliates providing for a bonus that is payable upon such Transferred Employee’s employment with the Sellers or its Affiliates through a specific date (“Retention Bonus Agreement”), Sellers shall, and shall cause their Affiliates to, remit payment of the bonus amount payable pursuant to the terms of any such Retention Bonus Agreement to such Employee. (d) Transferred Employee Personnel Files. Subject to and in accordance with applicable Law, at or promptly following the Closing Date, Sellers shall, and shall cause their Affiliates to, cooperate in good faith to grant access to or transfer copies to Buyer all Transferred Employees’ personnel files solely related to performance reviews and ratings, disciplinary records, and other performance-related records for the last two (2) years prior to Closing Date, as well as information related to any background checks performed for each Transferred Employee (the “Transferred Employee Personnel Files”); provided, however, that neither Sellers nor any of their Affiliates will grant access to or transfer a copy of any Transferred Employee Personnel File to Buyer or any of its Affiliates (A) to the extent prohibited by applicable Law, prior to the receipt by Seller or any of its Affiliates of such Employee’s consent to such access or transfer and (B) unless such employee is a Transferred Employee; and provided, further, that nothing herein shall require delivery of physical records of Transferred Employee Personnel Files if doing so would be unduly burdensome for Sellers or their Affiliates, but in which case Sellers or their Affiliates shall cooperate with Buyer to provide reasonable access to such physical records as soon as reasonably practicable following the Closing Date. For the avoidance of doubt, if no consent is required under applicable law, Sellers will grant access to or provide the Transferred Employee Personnel Files at or promptly following the Closing Date to the Buyer and its Affiliates without any request for consent from the applicable Transferred Employee. (e) Employee Benefit Plans and Past Service Credit. Effective no later than immediately prior to the Closing Date, Sellers shall take all actions necessary and appropriate to terminate the participation of the Transferred Employees in any Employee Plan maintained for the benefit of such Transferred Employees, and the Transferred Employees shall, from and after the Closing Date, be eligible to participate in employee plans that are generally available to similarly situated employees of Buyer. With respect to severance and vacation benefits and any Employee Plan maintained by Buyer or an Affiliate of Buyer for the benefit of any Transferred Employee, effective as of the Closing Date, Buyer shall, or shall cause its Affiliate to, subject to subclause (f) below, recognize the Transferred Employee’s service with the Sellers or their Affiliates, as if such service were with Buyer, for vesting, eligibility and severance and vacation accrual rate purposes (but not for any purposes under any defined benefit plan or eligibility under any retiree life or medical plan), provided, however, such service shall not be recognized to the extent that such recognition would result in a duplication of benefits. (f) Accrued PTO. To the extent reflected as accrued liabilities (and not paid prior to or on the Closing Date to the applicable Transferred Employee) on the Estimated Statements or

 
- 80 - the Closing Statements, Buyer shall or shall cause its applicable Affiliate to credit each Transferred Employee with the amount of accrued but unused paid time off credited for the benefit of such Transferred Employee as of the Closing Date. (g) COBRA Coverage. Sellers will or will cause an Affiliate of Sellers to retain liability for any required group health plan continuation coverage pursuant to Code §4980B (“COBRA”) for any Employees and their “qualified beneficiaries” (as defined in Code §4980B(g)(1)) with respect to any “qualifying event” (as defined in Code §4980B(f)(3)) that occurs on or prior to the Closing Date. Buyer will provide, or cause applicable Affiliate to provide, COBRA coverage for the Transferred Employees and their qualified beneficiaries with respect to “qualifying events” occurring on or after the Closing Date. (h) Section 280G. With respect to each employee of the Sellers or their Affiliates who is, or would reasonably be expected to be as of the Closing Date, a “disqualified individual” (as defined in Section 280G(c) of the Code), the Sellers or their Affiliates shall (i) (A) ensure that any payments by any Seller or any of their Affiliates that would otherwise constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code) shall be exempt from the definition of “parachute payment” by reason of the exemption provided under Section 280G(b)(5)(A)(ii) of the Code, and (B) take all actions reasonably necessary to so exempt such payments (including obtaining any necessary waivers or consents from such “disqualified individuals”) prior to the Closing Date; or (ii) not make any payments that would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code). 5.14 Release. If, but only if, the Closing occurs, then Sellers and their Affiliates hereby forever, absolutely, unconditionally and irrevocably release and discharge the Acquired Companies from all obligations and liabilities of the Acquired Companies to Sellers or any of their Affiliates, all agreements and understandings of the Acquired Companies involving Sellers or any of their Affiliates, and all rights, claims and causes of action (whether at law or in equity and whether or not currently known to exist) of Sellers or any of their Affiliates against the Acquired Companies that are a result of, involve or otherwise exist by reason of any act, omission, fact, circumstance or other matter, cause or thing whatsoever that arose, occurred or existed before the Closing, including without limitation any indemnification obligations to Sellers or any of their Affiliates, and the right to advancement and reimbursement of expenses, pursuant to the organizational documents of the Acquired Companies; provided, however, that nothing in this Section 5.14 waives, releases or restricts in any manner whatsoever any of Sellers’ rights arising out of this Agreement or any of the Transaction Documents. 5.15 No Shop. (a) From the date hereof until the earlier of the Closing Date and the date that this Agreement is terminated pursuant to Article VII, Sellers shall not, and shall cause their Affiliates and its and their respective Representatives not to, directly or indirectly: (i) solicit, initiate, encourage, accept or facilitate any inquiry, indication of interest, proposal or offer from any person or entity (other than Buyer or its Affiliates) relating to or in connection with an Alternative Transaction (as defined below); (ii) participate in, negotiate, discuss, accept or enter into any agreement, arrangement or understanding with any person (other than Buyer or its Affiliates) relating to, or reasonably expected to lead to, an Alternative Transaction; (iii) provide

 
- 81 - information to any Person with respect to, or otherwise cooperate in any way or assist or participate in connection with, any proposal that constitutes or could reasonably be expected to lead to, an Alternative Transaction or (iv) commit to, enter into or consummate any Alternative Transaction. (b) For purposes hereof, “Alternative Transaction” means any inquiry, offer or proposal by any person or group of persons (other than Buyer or any of its Affiliates or Representatives) relating to, in a single transaction or series of related transactions, any direct or indirect (i) acquisition (including any reinsurance or retrocession transaction, or transaction that has similar risk transfer effects) of any material portion of either Business, including any material portion of the consolidated assets, reserves, revenues or net income of any of the Businesses, (ii) merger, amalgamation, consolidation, share exchange, business combination, sale of a portion of the assets, reorganization, recapitalization, liquidation, dissolution or other similar transaction, or sale or acquisition of any of the capital stock or equity or other ownership interests (including any security convertible into or exercisable or exchangeable for such capital stock or equity or other ownership interests) of any Acquired Company, any Seller or any Affiliate of a Seller that owns or otherwise operates a material portion of either of the Businesses, or (iii) any combination of the foregoing, whether in a single transaction or a series of related transactions. (c) Sellers acknowledge and agree that the restrictions contained herein are reasonable and necessary to protect Buyer’s legitimate business interest and, if violated, may cause Buyer irreparable harm for which monetary damages would not be an adequate remedy. Accordingly, Sellers agree that if any portion of this Section 5.15 is breached, then Buyer may at its election in any court of competent jurisdiction, and in addition to any other remedy available to it, obtain specific performance of such provision or enjoin Sellers or their Affiliates from engaging in the activities prohibited by this Section 5.15, in each case without any requirement to post a bond for such purpose. 5.16 Intercompany Agreements (a) Sellers shall cause the termination of all Intercompany Agreements on or prior to the Closing Date. Sellers shall cause all intercompany balances between Sellers or any Affiliate of Sellers (other than the Acquired Companies), or any of their respective directors, officers or managers, on one hand, and the Acquired Companies, on the other hand, to be paid in full and settled immediately prior to the Closing. As of immediately after the Closing, the Acquired Companies shall have no further liability for any intercompany balances. (b) Effective as of the Closing, with respect to occurrences taking place from and after the Closing Date, Sellers shall cause the Acquired Companies to cease to be insured by any insurance policies of Sellers or any of their Affiliates (other than any policies held directly by an Acquired Company) or by any of their self-insured programs. With respect to events or circumstances relating to any Acquired Company that occurred or existed prior to the Closing Date that are covered by occurrence-based third-party liability insurance policies of Sellers or their Affiliates (other than the Acquired Companies) or any workers’ compensation insurance policies or comparable workers’ compensation self-insurance programs sponsored by Sellers or their Affiliates and that apply to the locations at which the Acquired Companies operate their

 
- 82 - respective businesses, Buyer may, and may cause the Acquired Companies to, make claims under such policies and programs. Sellers shall provide reasonable cooperation and assistance in the pursuit of such claims. With respect to any open claims against the insurance policies of Sellers or their Affiliates (other than the Company) relating to losses or damages suffered by an Acquired Company prior to the Closing, Sellers shall reasonably assist and cooperate with Buyer in the pursuit and collection of such claims and remit any net proceeds they realize from such claims to Buyer upon full and final settlement of such claims. 5.17 Bank Accounts. Prior to the Closing, to the extent permissible by the applicable banks, Sellers shall change, effective as of the Closing, the individuals authorized to draw on or having access to the bank, savings, deposit or custodial accounts and safe deposit boxes maintained by the Acquired Companies to the individuals designated by Buyer in writing no later than five (5) Business Days prior to Closing. If a bank will not permit a change to be effective until following the Closing, the Sellers will cooperate with the Buyer to effect the change as soon as practicable following the Closing. 5.18 Investment Assets. (a) From the date hereof until the Closing, Sellers shall, within fifteen (15) Business Days following the end of each calendar quarter, deliver to Buyer a report (the “Investment Asset Report”) consisting of (i) a list of all Investment Assets of the Acquired Companies and MML (solely with respect to the Initial MML Portfolio) as of the end of such quarter, including the Book Value and Fair Market Value of each such Investment Asset as of such quarter end, (ii) a list of all Investment Assets included in the prior quarter’s Investment Asset Report sold or otherwise disposed of by the Acquired Companies or MML (solely with respect to the Initial MML Portfolio) during the preceding quarter, (iii) a list of the Investment Assets acquired by the Acquired Companies or MML (solely with respect to the Initial MML Portfolio) that have been acquired in the preceding quarter, and (iv) a list of all Investment Assets of the Acquired Companies or MML (solely with respect to the Initial MML Portfolio) that are in arrears or in breach or default in the payment of principal or interest or dividends or are, or should be, classified as non-performing, non-accrual, ninety (90) days past due, still accruing and doubtful of collections, in foreclosure or any comparable classification, or are other than temporarily impaired as determined in accordance with the Specified Accounting Principles. (b) From the date hereof through the Closing Date, Seller and its Affiliates (including the Acquired Companies) (i) shall not sell, transfer, dispose or reinvest the proceeds of the sale, redemption or maturity of Investment Assets held by the Acquired Companies or Investment Assets in the Initial MML Portfolio other than in accordance with the Asset Management Protocol or as otherwise permitted pursuant to Section 5.1, (ii) shall cause any matured Investment Assets or Impaired Assets held by Acquired Companies or included in the Initial MML Portfolio to be removed and replaced as required by, and in accordance with, the Asset Management Protocol and (iii) shall otherwise cause the Investment Assets held by Acquired Companies or included in the Initial MML Portfolio to be managed in accordance with the Asset Management Protocol. (c) At Closing, when, in accordance with Section 2.4(b)(ii), MML transfers cash or Investment Assets to HMLIC, MML shall transfer good, valid and marketable title to such

 
- 83 - Investment Assets to HMLIC, free and clear of any Lien, other than interests of nominees, custodians or similar intermediaries and Liens imposed under applicable Law. MML agrees to execute and record all additional instruments, conveyances, bills of sale, deeds and other documents necessary to convey legal title to such Investment Assets to MML. 5.19 Pre-Closing Transactions. (a) Prior to the Closing, and subject to Section 5.19(b), Sellers shall, and shall cause their Affiliates (including the Acquired Companies) to assign, transfer, novate or otherwise convey, effective prior to or as of the Closing, the Excluded Assets and the Liabilities described in clause (i) of the definition of Excluded Liabilities from the Acquired Companies to Sellers and their Affiliates (other than the Acquired Companies), and Sellers shall and shall cause their Affiliates (other than any Acquired Company) to assume such Excluded Liabilities (including any Contracts constituting Excluded Assets) pursuant to arrangements that are reasonably acceptable to Buyer and under which Buyer and its Affiliates (including any Acquired Company) shall have no continuing Liability or obligation. (b) Without limiting the foregoing Section 5.19(a), (i) prior to the Closing, Sellers shall cause the MML-RNIC Reinsurance Agreement to be recaptured by MML, and (ii) prior to the Closing, Sellers shall use commercially reasonable efforts to cause the UICA Coinsurance Agreement to be either (A) novated from RNIC to MMO or (B) recaptured by UICA, provided that if Sellers are unable to effect such a novation or recapture by the Closing, then Sellers shall cause the UICA Coinsurance Agreement to be reinsured by MMO from and after the Closing, in each case, pursuant to arrangements that are reasonably acceptable to Buyer and under which Buyer and its Affiliates (including any Acquired Company) shall have no continuing Liability or obligation, and provided, further, with respect to any such reinsurance by MMO of the UICA Coinsurance Agreement, (x) MMO shall indemnify RNIC for any Liabilities incurred as a result of the reinsurance arrangement, and (y) Sellers shall continue to use commercially reasonable efforts to effect a novation from RNIC to MMO or to a recapture the UICA Coinsurance Agreement following the Closing. Immediately prior to the Closing, MMO shall, and MMO shall cause RNIC to, enter into the Medicare Supplement Reinsurance Agreement. (c) Prior to the Closing, the Sellers shall and shall cause RNIC to (x) seek all approvals necessary in connection with the Pre-Closing Dividend in accordance with Section 5.4, and (y) effectuate the Pre-Closing Dividend. (d) The Investment Assets to be transferred by RNIC in connection with the Pre-Closing Transactions set forth in Section 5.19(b) and Section 5.19(c) shall be selected by MMO with the consent of Buyer (which consent shall not be unreasonable withheld, conditioned or delayed) from the RNIC Excluded Investment Asset Portfolio. 5.20 Reinsurance Agreements. On or prior to the Closing, as directed by Buyer, Sellers shall terminate the reinsurance agreements set forth on Annex O for new and in force business, each pursuant to arrangements that are reasonably acceptable to Buyer and under which Buyer and its Affiliates shall have no continuing Liability or obligation (collectively, the “Reinsurance Agreement Terminations”). Following the date hereof, Buyer shall cooperate with

 
- 84 - Sellers in the preparation of termination agreements to effect the Reinsurance Agreement Terminations. 5.21 Specified Shared Contracts. From and after the Closing Date through the term of the Transition Services Agreement, Sellers and their Affiliates shall, and shall cause their Affiliates to, cooperate with Buyer and its Affiliates to the extent reasonably requested by Buyer to assist Buyer in its efforts to enter into a new agreement with the counterparty to any Shared Contract listed in Annex P (collectively, the “Specified Shared Contracts”), or an amendment, bifurcation or assignment of such Specified Shared Contract, with respect to the matters addressed by such Specified Shared Contract that are related to the Business such that the identifiable and severable portions of such Specified Shared Contracts that are related to the Business may be transferred to Buyer or its applicable Affiliate; provided, that Sellers and their Affiliates shall not be required to compromise any right, asset or benefit or expend any amount or incur any Liabilities or provide any other consideration (other than third party costs as contemplated by Section 5.22(c)) in connection with any Specified Shared Contract. 5.22 Transition Coordination. (a) Between the date hereof and the Closing, Sellers and Buyer shall, and shall cause their respective Affiliates and Representatives to, reasonably cooperate, discuss in good faith and commence development of a separation and migration plan that will address and schedule the plans to transition the performance of the services under the Transition Services Agreement, including the Separation and Migration (together, the “Separation and Migration Plan”), in each case, pursuant to the Transition Services Agreement. (b) Unless otherwise agreed by the parties, the Separation and Migration Plan shall include, among other things, the following: (i) phases of implementation; (ii) milestones; (iii) each party’s roles and responsibilities, including resources; (iv) service interdependency issues; and (v) delineations between Separation and Migration activities (each as defined above). (c) Notwithstanding anything to the contrary, Sellers shall bear all costs related to the Separation, and Buyer shall bear all costs relating to the Migration, provided that, at no additional cost to Buyer and its Affiliates, Sellers shall provide reasonable knowledge transfers (x) in connection with the integration of the Transition Services into the operating environment of Buyer and its Affiliates, (y) to assist Buyer and its Affiliates in the migration and integration of the Transition Services, and (z) to assist Buyer and its Affiliates in connection with the integration of the Businesses. (d) In connection with the Separation and Migration Plan, the parties shall establish a Separation and Migration committee consisting of at least one representative of each of Buyer and Sellers and that will be responsible, among other tasks, for: (i) setting regular meetings of the committee; (ii) making reasonably available appropriate knowledgeable business, operations, administration and technology personnel and any other personnel reasonably needed for the planning for the provision of services pursuant to the Transition Services Agreement and the planning for the migration and integration of the Businesses; (iii) developing the Separation and Migration Plan; (iv) discussing the status of obtaining Third- Party Consents in accordance with Section 5.4(d); (v) reviewing, revising and updating, where

 
- 85 - appropriate and subject to the parties’ written agreement, the schedules to the Transition Services Agreement between the date hereof and the Closing Date, with each party acting reasonably and in good faith; and (vi) dedicating commercially reasonable resources to accomplish the foregoing. 5.23 New Policies Book Roll. Following the Closing, MML shall issue and renew New Policies and Reinsured Policies in accordance with the terms of the Reinsurance and Renewal Rights Agreement. Following the Closing, Sellers shall, and shall cause their Affiliates to, cooperate fully with Buyer and its Affiliates in good faith and in all reasonable respects and use their reasonable best efforts to facilitate the New Policies Book Roll as soon as requested by Buyer following the Closing, including by: (i) providing any necessary information to permit Buyer and its Affiliates to make “me too” rate and form filings with respect to the Reinsured Business as applicable; (ii) providing access to (and all information reasonably necessary to appoint) the relevant brokers-of-record and other Independent Producers for the Reinsured Business in order to transition the relevant Reinsured Business to Buyer and its Affiliates and facilitating conversations with such persons via phone call, email, or in-person visits on an Independent Producer-by-Independent Producer basis as reasonably requested by Buyer or its Affiliates; (iii) modifying relevant materials to facilitate Buyer branding of the Reinsured Business; (iv) making available each of their respective officers, employees and representatives for interviews and meetings with (A) the relevant brokers-of-record and other Independent Producers to encourage the transition of the relevant Reinsured Business to Buyer and its Affiliates; and (B) if necessary, Governmental Authorities including, in each case, to explain the rewrite process and encouraging the relevant brokers-of-record and other Independent Producers to participate in the process; and (v) furnishing any additional assistance, information and documents as may reasonably be requested by Buyer or its Affiliates from time to time and, subject to the terms and conditions set forth herein, executing and delivering such other documents, certificates, agreements and other writings and taking such other actions as may be necessary or desirable in order expeditiously to consummate and implement the New Policies Book Roll. 5.24 Remedies for Breaches of Sufficiency Representation. From and after the Closing until the earlier of the (a) expiration of the term of the Transition Services Agreement or (b) two (2) year anniversary of the Closing Date, if Buyer reasonably believes that Sellers have breached Section 3.24(b) because an asset or service owned or leased by Sellers or their Affiliates (other than the Acquired Companies) if exclusively used in the operation or conduct of either Business is not listed on Schedule 5.4 of the Sellers Disclosure Schedule, Buyer may provide written notice of such breach to Sellers. Upon receipt of such notice, to the extent such a breach has actually occurred as determined by the mutual agreement of Sellers and Buyer acting in good faith, Sellers shall as promptly as reasonably practicable either (i) transfer the applicable asset that is exclusively used in the operation or conduct of the Business to Buyer to cure such breach at no additional cost to the Buyer, or (ii) in connection with any breach where the Buyer notifies the Sellers within twelve (12) months following the Closing, provide, or cause to be provided, such additional services to Buyer (at no cost to the Buyer) under the Transition Services Agreement and in accordance with and subject to its terms and conditions, for a period up to but no longer than the term of the Transition Services Agreement, to cure such breach. Buyer acknowledges and agrees that, if the Buyer elects to exercise its rights under this Section 5.24, the remedies of this Section 5.24 would be in lieu of, and not in addition to, any right to

 
- 86 - indemnification for breach of Section 3.24(b) that would otherwise be available to Buyer hereunder. For the avoidance of doubt, (x) the Buyer may elect to pursue indemnification hereunder in connection with any breach or purported breach of Section 3.24(b), provided that the remedies available to Buyer under this Section 5.24 will not be available to Buyer with respect to the underlying facts giving rise to any such claim for indemnification, and (y) nothing in this Section 5.24 shall be construed to limit the parties’ rights and obligations under the Transition Services Agreement. ARTICLE VI. CONDITIONS PRECEDENT 6.1 Conditions to Each Party’s Obligations. The obligations of Buyer and Sellers to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by the parties hereto in writing at or prior to the Closing of the following conditions: (a) No Injunctions or Restraints; Illegality. (i) There shall not be in effect any Order, injunction (whether temporary, preliminary or permanent) or other legal restraint or prohibition issued by any Court or Governmental Authority of competent jurisdiction that has the effect of making the transactions contemplated hereby illegal or otherwise prohibiting the consummation of the transactions contemplated hereby, and (ii) there shall not be any Law or Order enacted, entered, enforced or deemed applicable to the transactions contemplated hereby which makes the consummation of the transactions contemplated hereby illegal. 6.2 Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by Buyer in writing at or prior to the Closing of the following additional conditions: (a) Representations and Warranties. (i) The Fundamental Representations of Sellers shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date in all respects, and (ii) each of the other representations and warranties of Sellers contained in this Agreement, disregarding all qualifications and exceptions contained therein relating to materiality or Seller Material Adverse Effect, shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date with the same effect as if made on and as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such date), in the case of the foregoing clause (ii), except where the failure of any such representations and warranties to be so true and correct would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect; (b) Covenants and Agreements. Sellers shall have performed and complied in all material respects with each covenant and agreement required by this Agreement to be performed or complied with by it on or prior to the Closing Date; (c) Closing Deliveries. Sellers shall have delivered or caused to be delivered to Buyer each of the documents required to be delivered pursuant to Section 2.3(a); (d) No Litigation. No Proceeding shall be pending before any Governmental Authority against Buyer or Sellers that seeks to prevent the consummation of the purchase and

 
- 87 - sale of the RNIC Shares, the consummation of the Reinsurance and Renewal Rights Agreement, the consummation of the Pre-Closing Transactions or any other material transaction contemplated by the Transaction Documents, declare such transactions unlawful, or cause such transactions to be rescinded, and no Order shall have been issued by any Governmental Authority that has any of the foregoing effects; (e) Approvals. All consents, approvals or authorizations of, declarations or filings with or notices to any Governmental Authority required to be obtained or made prior to the Closing Date in connection with the transactions contemplated hereby, including the Required Governmental Authorizations set forth in Section 3.5(b) of the Sellers Disclosure Schedule and those approvals and Filings set forth in Section 4.3 of the Buyer Disclosure Schedule, shall have been obtained or made and shall be in full force and effect and all waiting periods required by applicable Law shall have expired or been terminated, in each case without the imposition of a Burdensome Condition; and (f) Seller Material Adverse Effect. Since the date hereof, there shall not have been any Seller Material Adverse Effect. 6.3 Conditions to Obligations of Sellers. The obligations of Sellers to consummate the transactions contemplated hereby shall be subject to the satisfaction or waiver by Sellers in writing at or prior to the Closing of the following additional conditions: (a) Representations and Warranties. (i) The Fundamental Representations of Buyer shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date in all respects, and (ii) each of the other representations and warranties of Buyer contained in this Agreement (other than the Fundamental Representations), disregarding all qualifications or exceptions contained therein relating to materiality or Buyer Material Adverse Effect, shall be true and correct on and as of the date of this Agreement and on and as of the Closing Date with the same effect as if made on and as of the Closing Date (other than such representations and warranties that are made as of a specified date, which representations and warranties shall be true and correct as of such date), in the case of the foregoing clause (ii), except where the failure of any such representations and warranties to be so true and correct would not reasonably expected to have, individually or in the aggregate, a Buyer Material Adverse Effect; (b) Covenants and Agreements. Buyer shall have performed and complied in all material respects with each covenant and agreement required by this Agreement to be performed or complied with by it on or prior to the Closing Date; (c) Closing Deliveries. Buyer shall have delivered or caused to be delivered to Sellers each of the documents required to be delivered pursuant to Section 2.3(b); (d) No Litigation. No Proceeding shall be pending before any Governmental Authority against Buyer or Sellers that seeks to prevent the consummation of the purchase and sale of the RNIC Shares, the consummation of the Reinsurance and Renewal Rights Agreement, the consummation of the Pre-Closing Transactions or any other material transaction contemplated by the Transaction Documents, declare such transactions unlawful, or cause such

 
- 88 - transactions to be rescinded, and no Order shall have been issued by any Governmental Authority that has any of the foregoing effects; and (e) Approvals. All consents, approvals or authorizations of, declarations or filings with or notices to any Governmental Authority required to be obtained or made prior to the Closing Date in connection with the transactions contemplated hereby, including the Required Governmental Authorizations set forth in Section 3.5(b) of the Sellers Disclosure Schedule and those approvals and Filings set forth in Section 4.3 of the Buyer Disclosure Schedule, shall have been obtained or made and shall be in full force and effect and all waiting periods required by applicable Law shall have expired or been terminated. ARTICLE VII. TERMINATION PRIOR TO CLOSING 7.1 Termination. This Agreement may be terminated at any time prior to the Closing: (a) by mutual written consent of Buyer, on the one hand, and Sellers, on the other hand; (b) by either Buyer, on the one hand, or Sellers, on the other hand, in writing, if the Closing has not occurred on or prior to the Outside Date, unless the failure of the Closing to occur has been caused by a breach of this Agreement by any party seeking to terminate this Agreement. “Outside Date” means the date that is nine (9) months following the date of this Agreement; provided, however, that the Outside Date shall be extended to the date that is twelve (12) months following the date of the date of this Agreement automatically if, prior to the date that is nine (9) months following the date of this Agreement, Buyer has satisfied all conditions to Closing set forth in Section 6.3 other than obtaining approval from the Illinois Department of Insurance or the Ohio Department of Insurance as contemplated by Section 5.4; (c) by either Buyer, on the one hand, or Sellers, on the other hand, in writing, if there shall be any order, injunction or decree of any Governmental Authority that prohibits or restrains any party from consummating the transactions contemplated hereby, and such order, injunction or decree shall have become final and non-appealable; or (d) by either Buyer, on the one hand, or Sellers, on the other hand (but only so long any party seeking to terminate is not in breach under this Agreement) in writing, if a breach of any provision of this Agreement that has been committed by the Buyer, in the case of a termination by Sellers, or by a Seller, in the case of a termination by Buyer, would cause the failure of any mutual condition to Closing or any condition to Closing for the benefit of the non- breaching party and such breach is not capable of being cured by the Outside Date or is not cured within forty-five (45) calendar days after the breaching party receives written notice from the non-breaching party that the non-breaching party intends to terminate this Agreement pursuant to this Section 7.1(d). 7.2 Effect of Termination. If this Agreement is terminated pursuant to Section 7.1, this Agreement shall become null and void and of no further force and effect without liability of either party (or any Representative of such party) to the other party to this Agreement; provided, that no such termination shall relieve a party from liability for any material breach of this

 
- 89 - Agreement occurring prior to such termination. Notwithstanding the foregoing, Section 1.1, Section 5.3(a), this Section 7.2, and Article X shall survive termination hereof pursuant to Section 7.1. ARTICLE VIII. TAX MATTERS 8.1 Liability for Taxes. (a) Except as otherwise provided in the Transaction Documents, Sellers shall, without duplication, on a joint and several basis, be liable for and pay, and shall indemnify and hold harmless the Buyer Indemnitees from and against, any Indemnified Taxes. (b) Except as otherwise provided in the Transaction Documents, Buyer shall be responsible for, and shall indemnify and hold the Seller Indemnitees harmless from and against (i) Transfer Taxes borne by Buyer pursuant to Section 8.4(g) and (ii) any Taxes attributable to a Buyer Tax Act or any breach by Buyer or any of its Affiliates of any covenant under this Agreement. (c) For purposes of this Agreement, whenever it is necessary to determine the portion of any Taxes imposed on or with respect to the Acquired Companies for the Straddle Period, the amount of any real property, personal property or similar ad valorem Taxes which are imposed on a periodic basis shall be determined ratably on a per diem basis, and the amount of any other Taxes that are allocable to the Pre-Closing Tax Period shall be determined based on an interim closing of the books of the Acquired Companies as of the Closing Date and, to the extent relevant, in accordance with the provisions of Treasury Regulations Section 1.1502- 76(b)(1)(ii)(A) and (B) (and similar provisions of state, local or non-U.S. Law). 8.2 Tax Returns. (a) (i) Sellers shall timely prepare and file or cause to be timely prepared and filed (taking into account all extensions properly obtained) (A) all Tax Returns that are required to be filed by or with respect to an Acquired Company, the Transferred Assets or any Business on a combined, consolidated or unitary basis with Sellers or any Affiliate thereof (other than the Acquired Companies) and (B) all other Tax Returns of or with respect to an Acquired Company, the Transferred Assets or any Business due on or prior to the Closing Date (such Tax Returns, the “Seller Returns”). Sellers shall remit or cause to be remitted any Taxes due in respect of the Seller Returns. Buyer shall prepare and timely file or cause to be prepared and timely filed when due (taking into account all extensions properly obtained) all Tax Returns of or with respect to the Acquired Companies, the Transferred Assets or any Business required to be filed after the Closing Date other than the Seller Returns, and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. (ii) Buyer shall prepare and timely file, or cause to be prepared and timely filed when due (taking into account all extensions properly obtained) all Tax Returns for the Acquired Company for all Straddle Periods (such Tax Returns, the “Straddle Returns”). Sellers

 
- 90 - shall be responsible for all Taxes of the Acquired Companies relating to the portion of any Straddle Period included in any Pre-Closing Tax Period, but only to the extent (if any) that such Taxes exceed the amount reserved for such Taxes on the Closing Statements. (iii) Buyer shall prepare and timely file or cause to be prepared and timely filed when due (taking into account all extensions properly obtained) all other Tax Returns of or with respect to the Acquired Companies or any Business required to be filed after the Closing Date other than the Seller Returns and the Straddle Returns, and Buyer shall remit or cause to be remitted any Taxes due in respect of such Tax Returns. (iv) Except as otherwise required by applicable Law, all Tax Returns that Buyer is required to file or cause to be filed in accordance with this Section 8.2(a) that relate to any Taxable year or period beginning before the Closing Date shall be prepared and filed in a manner consistent with past practice and, on such Tax Returns, except as required by applicable Law, no position shall be taken, election made or method adopted that is inconsistent with positions taken, elections made or methods adopted in preparing and filing similar Tax Returns in prior periods. With respect to any such Tax Return to be filed by Buyer, not less than thirty (30) days prior to the due date for such Tax Return, taking into account extensions (or, if such due date is within thirty (30) days following the Closing Date, as promptly as practicable following the Closing Date), Buyer shall provide Sellers with a draft copy of such Tax Return for Seller’s review and comment. Buyer shall incorporate all reasonable comments of Seller, provided that such comments are received by Buyer not less than fifteen (15) days prior to the due date for such Tax Return, taking into account extensions (or, if such due date is within thirty (30) days following the Closing Date, as promptly as practicable following receipt of such Tax Return from Buyer). If the parties are unable to resolve Sellers’ objections, any remaining objections shall be referred to the Independent Accounting Firm in accordance with the procedures set forth in Section 2.5(e)(iv) through Section 2.5(e)(vii), which shall apply mutatis mutandis, except that Buyer and Sellers will direct the Independent Accounting Firm to render a determination within ten (10) days after its retention. (b) Except as required by applicable Law or the terms of this Article VIII, none of Buyer or any Affiliate of Buyer shall (or shall cause or permit any Acquired Company to) (i) make, rescind, or change any Tax election, accounting period, or accounting method, (ii) file, amend, refile or otherwise modify (or grant an extension of any statute of limitation with respect to) any Tax Return, (iii) engage in any voluntary disclosure or similar process with any Tax Authority with respect to Taxes or Tax Returns of the Acquired Companies, (iv) take any Buyer Tax Act, or (v) take any other action with respect to a Pre-Closing Tax Period to the extent Sellers should have any additional Tax Liability as a result, in each case, relating in whole or in part to the Acquired Companies with respect to any Pre-Closing Tax Period without the prior written consent of Sellers. (c) Any refunds of or credits against Taxes (including any interest paid or credited with respect thereto) of, or with respect to, any Acquired Company that are attributable or allocable to any Pre-Closing Tax Period will be for the benefit of Sellers, except to the extent any such refunds or credits are taken into account on the Closing Statements or are received as a result of any losses realized by an Acquired Company after the Closing Date that are required by applicable Law to be carried back to a Tax Return of any Seller for a Pre-Closing Tax Period.

 
- 91 - Each party will pay promptly the amount of any refunds (whether received as a refund or as a credit against or an offset of Taxes otherwise payable), net of any expenses (including Taxes) received by them to the extent such refunds belong to the other party. In the event that any such Tax refund or credit described in this Section 8.2(c) is subsequently contested by any Tax Authority, such contest shall be handled in accordance with Section 8.3. 8.3 Contest Provisions. (a) Buyer shall promptly notify Sellers in writing upon receipt by Buyer, any of its Affiliates or the Acquired Companies of notice of any pending or threatened (in writing) federal, state, local or foreign Tax audits, examinations or assessments which might affect the Tax Liabilities for which Sellers may be liable pursuant to this Agreement. (b) Sellers shall have the right to control any Tax audit or administrative or court proceeding relating to Pre-Closing Tax Period or relating to a Tax for which Sellers otherwise may be liable pursuant to this Agreement, and to employ counsel of Sellers’ choice at Sellers’ expense; provided, that Buyer and its representatives shall be permitted, at Buyer’s expense, to be present at, and participate in, any such audit or proceeding with respect to Taxes imposed on the Acquired Companies; provided, however, neither Buyer nor any of its Affiliates shall be entitled to participate in any such audit or proceeding to the extent such audit or proceeding relates solely to Taxes imposed or calculated on a combined, consolidated or unitary basis with Sellers or any Affiliate of Sellers. If Sellers choose not to control any Tax audit or proceeding they are entitled to control pursuant to this Section 8.3, Buyer may defend the same in such manner as it may deem appropriate and Sellers shall have the right to participate in such audit or proceeding relating solely to a Pre-Closing Tax Period. Neither Buyer nor any Affiliate of Buyer shall be entitled to settle, either administratively or after the commencement of litigation, any claim for Taxes which could adversely affect the liability for Taxes relating to any Pre-Closing Tax Period or relating to a Tax for which Sellers would be liable pursuant to this Agreement without the prior written consent of Sellers (which may not be unreasonably withheld, conditioned, or delayed). 8.4 Assistance and Cooperation. On and after the Closing Date, each of Sellers and Buyer shall (and shall cause their respective Affiliates to): (a) assist the other party in preparing any Tax Returns which such other party is responsible for preparing and filing in accordance with Section 8.2, and in connection therewith, provide the other party with any necessary powers of attorney; (b) assist the other party in preparing any claims for refund as a result of a required carryback; (c) timely sign and deliver such certificates or forms as may be necessary or appropriate to establish an exemption from (or otherwise reduce), or file Tax Returns or other reports with respect to, Taxes described in Section 8.4(g) (relating to sales, transfer and similar Taxes); (d) cooperate fully in preparing for and defending any audits of, or disputes with Tax Authority regarding any Tax Returns of the Acquired Companies, or with respect to any Business or the Transferred Assets;

 
- 92 - (e) make available to the other party and to any Tax Authority as reasonably requested all information, records and documents relating to Taxes of the Acquired Companies, any Business or the Transferred Assets for which the other party is liable pursuant to this Agreement; provided that Sellers and their Affiliates are not obligated to provide any affiliated, consolidated, combined, unitary, or similar group Tax Returns or Tax work papers of any such group of which any Seller is a member, except to the extent such work papers (i) relate solely to any of the Acquired Companies, any Business or the Transferred Assets with respect to Pre- Closing Tax Periods and (ii) are necessary for the completion of Tax Returns of Seller pursuant to Section 8.2(a)(ii) or Section 8.2(a)(iii); and (f) furnish the other party with copies of all correspondence received from any Tax Authority in connection with any Tax audit or information request with respect to any Tax period for which the other party is liable for Taxes under this Agreement. (g) Transfer Taxes. Except as otherwise provided in the Transaction Documents, all Tax Returns with respect to Transfer Taxes incurred in connection with or as a consequence of the transactions contemplated by this Agreement shall be timely filed by the party hereto responsible for such filing under applicable Law, and all such Transfer Taxes (and all reasonable out-of-pocket costs for preparation of such Tax Returns) shall be borne 50% by Sellers and 50% by Buyer. Buyer and Sellers shall reasonably cooperate to reduce or eliminate any Transfer Taxes to the extent permitted by applicable Law. 8.5 Section 338 Elections. (a) Sellers and Buyer shall make, or cause to be made, a timely joint election for the RNIC and each of its Subsidiaries under Section 338(h)(10) of the Code and under any similar provisions of foreign, state or local law with respect to the purchase of the stock or other equity interests of the Acquired Companies (the “Section 338(h)(10) Elections”). Each of Buyer and Sellers shall duly execute, or cause to be executed, IRS Form 8023 (and any comparable form required for purposes of making such elections under state or local Law) and such forms shall be delivered to the other party at or prior to the Closing Date. If any changes are required in these forms as a result of information which is first available after these forms are prepared, the parties shall promptly agree on such changes. Each of Buyer and Sellers agrees that neither it nor any of its Affiliates shall take, or fail to take, any action to the extent such action or failure to act, as the case may be, is inconsistent with or would otherwise prejudice any Section 338(h)(10) Elections. (b) To the extent the Section 338(h)(10) Elections are made, the amount of RNIC Purchase Price shall be further allocated in accordance with this Section 8.5(b). Within sixty (60) days following the completion of the Final Reinsurance Settlement Statement and Final Closing Balance Sheet, Buyer shall deliver to Sellers a schedule (the “Section 338(h)(10) Allocation Schedule”) allocating the “aggregate deemed sale price”, as defined in Treasury Regulations section 1.338-4 (“ADSP”) and the “adjusted grossed-up basis”, as defined in Treasury Regulation section 1.338-5, for RNIC and its Subsidiaries, among the assets of RNIC and its Subsidiaries in compliance with Treasury Regulations sections 1.338-6, 1.338-7 and 1.338-11, as applicable.

 
- 93 - (c) If, within thirty (30) days following delivery of the Section 338(h)(10) Allocation Schedule by Buyer to Sellers, Sellers do not notify Buyer in writing of their disagreement with the Section 338(h)(10) Allocation Schedule, the Section 338(h)(10) Allocation Schedule shall be final and binding. If, within such 30-day period, Sellers notify Buyer in writing that Sellers dispute any item(s) reflected therein, Buyer and Sellers shall cooperate in good faith to resolve any dispute. If the parties do not reach agreement within thirty (30) days after commencing negotiations, the parties shall promptly submit the items in dispute to the Independent Accounting Firm in accordance with the procedures set forth in Section 2.5(e)(iv) through Section 2.5(e)(vii), which shall apply mutatis mutandis, except that Buyer and Seller will direct the Independent Accounting Firm to render a determination within thirty (30) days after its retention. (d) The Section 338(h)(10) Allocation Schedule and other determinations made pursuant to this Section 8.5 shall be modified as appropriate in accordance with this Section 8.5 to reflect any adjustments in aggregate deemed sale price made following the Closing in accordance with this Agreement. (e) Buyer and Sellers shall prepare and file all Tax Returns (including IRS Form 8883) in a manner consistent with the Section 338(h)(10) Allocation Schedule and will promptly provide each other with any other information required to complete such Tax Returns (including Form 8883). 8.6 Other Tax Matters. (a) Except as provided in Article IX, this Article VIII shall exclusively govern any indemnification claims with respect to Taxes. (b) Any claim for indemnity under this Article VIII may only be made at a time prior to sixty (60) days after the expiration of the applicable Tax statute of limitations with respect to the relevant Taxable period (including all periods of extension, whether automatic or permissive). 8.7 Purchase Price Allocation. The parties hereto acknowledge and agree that the transfer of the Acquired Companies and the Reinsurance and Renewal Rights Agreement constitutes a transaction described in Section 1060 of the Code. Within sixty (60) days following the completion of the Closing Statements, Buyer shall deliver to Sellers a schedule (the “Allocation Schedule”) allocating the Aggregate Purchase Price and all other amounts treated as consideration for federal income tax purposes, as finally determined, among the assets of the Businesses, including the RNIC shares and all other assets treated as transferring to the Buyer. The Allocation Schedule shall be reasonable and shall be prepared in accordance with Section 1060 of the Code and any applicable Treasury Regulations promulgated thereunder, provided that the amount allocated to the RNIC Shares shall be the RNIC Purchase Price. If, within sixty (60) days following delivery of the Allocation Schedule by Buyer to Sellers, Sellers do not notify Buyer in writing of their disagreement with the Allocation Schedule, the Allocation Schedule shall be final and binding. If, within such 60-day period, Sellers notify Buyer that Sellers dispute any item(s) reflected therein, Buyer and Sellers shall cooperate in good faith to resolve any dispute. The Allocation Schedule and other determinations made pursuant to this

 
- 94 - Section 8.7 shall be modified as appropriate in accordance with this Section 8.7 to reflect any adjustments in the consideration (as such term is used in Section 1060 of the Code) made following the Closing in accordance with this Agreement. Buyer and Sellers shall prepare and file all Tax Returns (including IRS Form 8594) in a manner consistent with the Allocation Schedule and will promptly provide each other with any other information required to complete such Tax Returns (including Form 8594); provided, however, that if Buyer and Sellers are unable to resolve any dispute within thirty (30) days following such written notification by Buyer to Sellers, Buyer and Sellers shall promptly submit the items in dispute to the Independent Accounting Firm in accordance with the procedures set forth in Section 2.5(e)(iv) through Section 2.5(e)(vii), which shall apply mutatis mutandis, except that Buyer and Seller will direct the Independent Accounting Firm to render a determination within thirty (30) days after its retention. ARTICLE IX. SURVIVAL AND INDEMNIFICATION 9.1 Survival of Representations and Warranties. All representations and warranties made by Sellers and Buyer in this Agreement shall survive the Closing Date and expire on the date that is eighteen (18) months from the Closing Date; provided, however, that (i) the representations and warranties set forth in Section 3.18 (Taxes) and Section 3.19 (Product Tax Matters) shall survive until sixty (60) days after the expiration of the applicable statute of limitations, and (ii) the representations and warranties set forth in Sections 3.1 (Organization and Qualification), 3.3 (Capitalization), 3.4 (Authority; Enforceability), 3.25(a) (Investment Assets), 3.29 (Brokers), 4.1 (Organization), 4.2 (Authority; Enforceability) and 4.6 (Brokers) (such representations and warranties in clause (ii), the “Fundamental Representations”) shall survive the Closing for the maximum period of time allowed under applicable Law. The covenants or other agreements made by Sellers or Buyer in this Agreement which by their terms contemplate performance prior to the Closing Date shall survive the Closing Date and expire on the date that is six (6) months following the Closing Date. Each covenant or other agreement made by Sellers or Buyer which by its terms contemplate performance after the Closing Date shall survive the Closing until sixty (60) days after the applicable time period expressly set forth herein, or, if no time period is specified, until sixty (60) days after it is fully performed. The period of time a covenant, agreement, representation or warranty survives the Closing pursuant to this Section 9.1 shall be the “Survival Period” with respect to such covenant, agreement, representation or warranty. The parties acknowledge that the time periods set forth in this Article IX for the assertion of claims under this Agreement are the result of arms-length negotiation among the parties and that the parties intend for such time periods to be enforced as agreed by the parties. 9.2 Indemnification. (a) Subject to the limitations set forth in this Article IX, from and after the Closing Date, Sellers shall jointly and severally indemnify and hold harmless Buyer, its Affiliates (including the Acquired Companies) and their respective Representatives (the “Buyer Indemnified Persons”) from and against Indemnifiable Losses incurred by them arising out of or resulting from any of the following matters:

 
- 95 - (i) any breach of any representation or warranty of a Seller contained in this Agreement or in any certificate furnished by a Seller pursuant to this Agreement (other than those with respect to any Fundamental Representation by a Seller); (ii) any breach of any representation or warranty of any Fundamental Representation of a Seller made in this Agreement or in any certificate furnished by a Seller pursuant to this Agreement with respect thereto; (iii) any breach or nonfulfillment by a Seller of its covenants or agreements contained in this Agreement; and (iv) any Excluded Liabilities. (b) Subject to the limitations set forth in this Article IX, from and after the Closing Date, Buyer shall indemnify and hold harmless Sellers, their Affiliates and their respective Representatives, successors and permitted assigns (the “Seller Indemnified Persons”) from and against any Indemnifiable Losses incurred by them arising out of or resulting from any of the following matters: (i) any breach of any representation or warranty of Buyer contained in this Agreement or in any certificate furnished by Buyer pursuant to this Agreement (other than with respect to any Fundamental Representations by Buyer); (ii) any breach of any representation or warranty of any Fundamental Representation of Buyer made in this Agreement or in any certificate furnished by Buyer pursuant to this Agreement with respect thereto; (iii) any breach or nonfulfillment by Buyer of its covenants or agreements contained in this Agreement; and (iv) the Transferred Liabilities. (c) For purposes of determining whether any representation or warranty has been breached and the amount of the Indemnifiable Losses under this Article IX, each representation and warranty contained in this Agreement (other than the first sentence of Section 3.13 or the use of the defined terms “Material Contracts” or “Material Independent Producers” or “MML Material Independent Producers”) shall be read without regard to any materiality, Seller Material Adverse Effect or Buyer Material Adverse Effect qualifier contained therein. 9.3 Certain Limitations. (a) No party shall be obligated to indemnify and hold harmless the Indemnitees under Section 9.2(a)(i) (in the case of Sellers) or Section 9.2(b)(i) (in the case of Buyer) unless and until the aggregate amount of all Indemnifiable Losses of the Indemnitees under such Section 9.2(a)(i) or Section 9.2(b)(i), as the case may be, exceeds a dollar amount equal to the product of (i) 0.75% and (ii) the Aggregate Purchase Price (the “Deductible”), at which point such Indemnitor shall be liable to its respective Indemnitees for the value of the Indemnitee’s claims under Section 9.2(a)(i) or Section 9.2(b)(i), as the case may be, for amounts in excess of

 
- 96 - the Deductible, subject to the limitations set forth in this Article IX. Except in the case of fraud, the maximum aggregate liability of Sellers for any and all Indemnifiable Losses under Section 9.2(a)(i) shall be a dollar amount equal to the product of (A) 10.00% and (B) the Aggregate Purchase Price (the “General Reps Cap”). Except in the case of fraud, the maximum aggregate liability of Buyer for any and all Indemnifiable Losses under Section 9.2(b)(i), shall be a dollar amount equal to the General Reps Cap. (b) Except in the case of fraud, the maximum aggregate liability of Sellers, on the one hand, and Buyer on the other hand, to their respective Indemnitees for any and all Indemnifiable Losses under Section 9.2(a)(ii) in the case of Sellers, or Section 9.2(b)(ii) in the case of Buyer, shall be an amount equal to the Aggregate Purchase Price. (c) The representations, warranties and covenants of Sellers, and the Buyer Indemnified Persons’ rights to indemnification with respect thereto, shall not be affected or deemed waived by reason of (and the Buyer Indemnified Persons shall be deemed to have relied upon such representations and warranties of Sellers set forth herein notwithstanding) (i) any investigation made by or on behalf of any of the Buyer Indemnified Persons (including any of their Representatives) or by reason of the fact that any of the Buyer Indemnified Persons or their Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate, regardless of whether such investigation was made or such knowledge was obtained before or after the execution and delivery of this Agreement or (ii) Buyer’s waiver of any condition set forth in Article VI. (d) Once an Indemnifiable Loss is agreed to by the Indemnitor or finally adjudicated to be payable pursuant to this Article IX, the Indemnitor shall satisfy its obligations within twenty (20) Business Days. (e) The amount of any Indemnifiable Loss shall be limited to the amount of any Indemnifiable Loss that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnitee in respect of any such claim. No party hereto shall be obligated to indemnify any Person with respect to any Indemnifiable Losses for which written notice for indemnification was not duly delivered to such party on or prior to the expiration of the applicable survival period set forth in Section 9.1. 9.4 Definitions. As used in this Agreement: (a) “Indemnitee” means any Person entitled to indemnification under this Agreement. (b) “Indemnitor” means any Person required to provide indemnification under this Agreement. (c) “Indemnifiable Losses” means any and all damages, losses, Liabilities, costs and expenses (including reasonable attorneys’ fees and expenses associated therewith), but shall not include: (i) any Liability, loss, damage, cost and expense that has been accrued for or reserved against in the Statutory Statements; or (ii) lost profits, loss of production, lost revenue, lost business opportunity, diminution of value, damage to reputation, damages based on a multiple of revenue, or indirect, incidental, consequential, special, exemplary, or punitive damages of any kind, other than (A) to the extent such damages are awarded and payable to any unaffiliated third

 
- 97 - party against an Indemnitee in connection with a Third Party Claim for which indemnification is required hereunder or (B) damages for lost profits or diminution in value to the extent (x) such damages are recoverable under the laws of the State of New York, and (y) the Indemnitee satisfies all elements necessary for proof of such damages under such laws. (d) “Retained Litigation” means all claims, causes of action, lawsuits, arbitrations, Proceedings, investigations, and other legal disputes set forth on Section 3.14 of the Sellers Disclosure Schedules, together with any and all liabilities, obligations, losses, costs, expenses, judgments, settlements, awards, recoveries, and rights related thereto. (e) “Third Party Claim” means any claim, action, suit, or proceeding (other than the Retained Litigation) made or brought by any Person that is not an Indemnitee. 9.5 Procedures for Third Party Claims. (a) If any Indemnitee receives notice of assertion or commencement of any Third Party Claim against such Indemnitee in respect of which an Indemnitor may be obligated to provide indemnification under this Agreement, the Indemnitee shall give such Indemnitor reasonably prompt written notice (but in no event later than thirty (30) days after becoming aware) thereof and such notice shall include a reasonable description of the claim and any documentation of the Third Party Claim and, to the extent identifiable, an estimate of the Indemnifiable Loss and shall reference the specific sections of this Agreement that form the basis of such claim; provided, that no delay on the part of the Indemnitee in notifying any Indemnitor shall relieve the Indemnitor from any obligation hereunder unless (and then solely to the extent) the Indemnitor is actually prejudiced by such delay (except that the Indemnitor shall not be liable for any expenses incurred during the period in which the Indemnitee failed to give such notice). Thereafter, the Indemnitee shall deliver to the Indemnitor, promptly after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee relating to the Third Party Claim. (b) Subject to this Section 9.5(b), the Indemnitor shall be entitled to participate in the defense of any Third Party Claim and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnitor. Should the Indemnitor so elect to assume the defense of a Third Party Claim, the Indemnitor shall not as long as it conducts such defense be liable to the Indemnitee for legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof except as set forth in the next sentence. If the Indemnitor assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor; provided, that Indemnitee shall have the right to assume the defense and/or receive reimbursement from Indemnitor for the costs and expense of such separate counsel if (i) Indemnitor and Indemnitee are both named parties to the proceedings and Indemnitee shall have concluded in good faith that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or the availability to Indemnitee of one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to Indemnitor in respect thereof or (ii) Indemnitor fails to diligently defend a Third Party Claim for which it has assumed defense. The Indemnitor shall be liable for the reasonable fees and expenses of counsel employed by the Indemnitee for any period during which the Indemnitor has

 
- 98 - not assumed the defense thereof (other than during any period in which the Indemnitee shall have not yet given notice of the Third Party Claim as provided above). In no event shall the Indemnitee’s right to indemnification for a Third Party Claim be adversely affected by its assumption of the defense of such Third Party Claim. All of the parties hereto shall reasonably cooperate in the defense of any Third Party Claim. Such cooperation shall include the retention and (upon request) the provision to the other of reasonably requested records and information that are relevant to such Third Party Claim, and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not the Indemnitor shall have assumed the defense of a Third Party Claim, the Indemnitee shall not pay, settle, compromise or discharge, such Third Party Claim without the Indemnitor’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). If the Indemnitor has assumed the defense of a Third Party Claim, the Indemnitor may only pay, settle, compromise or discharge a Third Party Claim with the Indemnitee’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, that the Indemnitor may pay, settle, compromise or discharge such a Third Party Claim without the written consent of the Indemnitee if such settlement (w) includes a release of the Indemnitee from all liability in respect of such Third Party Claim, (x) does not subject the Indemnitee to any injunctive relief or other equitable remedy, (y) does not include a statement or admission of fault, culpability or failure to act by or on behalf of the Indemnitee and (z) only involves the payment of monetary damages by the Indemnitor. 9.6 Adjustment to Purchase Price. The parties agree that any indemnification payments made pursuant to this Agreement shall be treated for income Tax purposes as an adjustment to the Aggregate Purchase Price, unless otherwise required by applicable Law. 9.7 Duty to Mitigate. Each Indemnitee shall take, and cause its Affiliates to take, all reasonable steps to mitigate any Indemnifiable Loss upon becoming aware of any event or circumstance that would be reasonably expected to, or does, give rise thereto, including incurring costs only to the minimum extent necessary to remedy the breach that gives rise to such Indemnifiable Loss. 9.8 Exclusive Remedy. Notwithstanding Section 10.10, the parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims (other than claims arising from fraud on the part of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to the indemnification provisions set forth in this Article IX or Section 5.24. In furtherance of the foregoing, each party hereby waives, to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against the other parties hereto and their affiliates and each of their respective representatives arising under or based upon any Law, except pursuant to the indemnification provisions set forth in this Article IX. Nothing in this Section 9.8 shall limit (i) any Person’s right to seek and obtain any equitable relief to which any Person shall be entitled under Section 10.5; or (ii) a party’s right to seek any remedy on account of fraud by any party hereto.

 
- 99 - 9.9 Retained Litigation. (a) From and after the Closing, Sellers shall have the sole and exclusive right and obligation to control, prosecute, defend, settle, compromise, appeal, or otherwise manage the Retained Litigation in their sole discretion and at their sole cost and expense. Buyer shall not take any action that would interfere with Sellers’ control of any Retained Litigation. For the avoidance of doubt, Buyer and its Affiliates (including the Acquired Companies) shall control any regulatory Proceedings before any Insurance Regulator to the extent relating to or arising out of such Retained Litigation that arises following the Closing. (b) Sellers shall be entitled to retain, and Buyer hereby assigns and transfers to Sellers, all right, title, and interest in and to any and all proceeds, recoveries, judgments, settlement payments, awards, insurance proceeds, or other amounts received or payable in connection with the Retained Litigation, whether received before, on, or after the Closing; provided, however, that Buyer shall be entitled to retain (and to the extent not retained by Buyer, Sellers shall reimburse Buyer for) any reasonable out of pocket costs incurred by the Buyer and its Affiliates (including the Acquired Companies) in connection with recover of such proceeds, recoveries, payments, awards, proceeds or other amounts to the extent Sellers requested Buyer’s or its Affiliates’ assistance with such recovery efforts. Subject to the foregoing, to the extent Buyer or any of its Affiliates receives any such amounts, Buyer shall promptly remit such amounts to Sellers without setoff, deduction, or counterclaim. (c) Following the Closing, Buyer shall reasonably cooperate with Sellers in connection with the Retained Litigation, including by providing reasonable access to books, records, documents, and personnel relating thereto; provided that Sellers shall reimburse Buyer for Buyer’s reasonable out-of-pocket costs incurred in providing such cooperation. (d) Sellers shall hold harmless the Buyer for all Retained Litigation and shall not settle any Retained Litigation in a manner that imposes any liability or obligation on Buyer or its Affiliates, subjects Buyer or any of its Affiliates to injunctive relief or other equitable remedy, subjects Buyers or any of its Affiliates to any culpability or admission of fault, or otherwise adversely affects the ownership or operation of the Businesses in any manner, in each case without Buyer’s prior written consent; provided that Sellers may pay, settle, compromise or discharge any Retained Litigation without Buyer’s prior written consent if such settlement only involves the payment of monetary damages. ARTICLE X. MISCELLANEOUS 10.1 Amendment. This Agreement may not be amended other than in an instrument in writing signed by all of the parties hereto. 10.2 Waiver. Any party hereto may extend the time for the performance of any of the obligations or other acts required to be performed by another party hereunder, waive any inaccuracies in the representations and warranties of another party contained herein or in any document delivered pursuant hereto and waive compliance with any of such party’s agreements

 
- 100 - or conditions contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party or parties so waiving. 10.3 Expenses. Except as otherwise expressly provided herein, the parties shall pay their own fees and expenses (including attorneys’ and accountants’ fees and expenses) in connection with the negotiation of this Agreement, the performance of its obligations hereunder and the consummation of the transactions contemplated by this Agreement (whether consummated or not). 10.4 Notices. All notices or other communications which are required or permitted hereunder shall be in writing and sufficient if delivered personally, sent by nationally recognized overnight courier or by registered or certified mail (postage prepaid, return receipt requested), or sent by email, as follows: (a) If to Buyer: Horace Mann Educators Corporation 1 Horace Mann Plaza Springfield, IL 62715 Attention: Donald M. Carley, General Counsel & Chief Administrative Officer Email: Donald.Carley@horacemann.com with a copy (which shall not constitute notice) to: Eversheds Sutherland (US) LLP 700 Sixth Street, NW, Suite 700 Washington, DC 20001 Attention: Ling Ling Sean Wissman Matt Hazlett E-mail: lingling@eversheds-sutherland.com seanwissman@eversheds-sutherland.com matthewhazlett@eversheds-sutherland.com (b) If to Sellers: Medical Mutual of Ohio 100 American Road Cleveland, OH 44144 Attn: Patricia B. Decensi E-mail: legalnotices@medmutual.com with a copy (which shall not constitute notice) to: Squire Patton Boggs (US) LLP 127 Public Square

 
- 101 - Cleveland, OH 44114 Attn: Molly McNally E-mail: molly.mcnally@squirepb.com and Squire Patton Boggs (US) LLP 41 S High St Columbus, OH 43215 Attn: Doug Anderson E-mail: doug.anderson@squirepb.com or to such other address as the party to whom notice is to be given may have furnished to the other parties in writing in accordance with this Section 10.4. All such notices or communications shall be deemed to be received (i) in the case of personal delivery, nationally recognized overnight courier or registered or certified mail, on the date of such delivery and (ii) in the case of email, upon confirmed receipt. 10.5 Specific Performance. Each Seller acknowledges and agrees that Buyer would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or any provisions are breached and that any breach of this Agreement by either Seller may not be adequately compensated by monetary damages. Accordingly, each Seller agrees that, in addition to any other right or remedy to which Buyer may be entitled (subject to the limitations herein), at Law or in equity, Buyer will be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of the provisions of this Agreement, without posting any bond or other undertaking. Buyer acknowledges and agrees that Sellers would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or any provisions are breached and that any breach of this Agreement by Buyer may not be adequately compensated by monetary damages. Accordingly, Buyer agrees that, in addition to any other right or remedy to which Sellers may be entitled (subject to the limitations herein), at Law or in equity, Sellers will be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of the provisions of this Agreement, without posting any bond or other undertaking. 10.6 Interpretation. When a reference is made in this Agreement to a Section, Exhibit, Annex or Schedule, such reference shall be to a Section of, or an Exhibit, Annex or Schedule to, this Agreement unless otherwise indicated. Any fact or item disclosed in any section of each of the Buyer Disclosure Schedule and Sellers Disclosure Schedule shall be deemed disclosed in all other sections of such Sellers Disclosure Schedule to the extent the applicability of such fact or item to such other section of such Sellers Disclosure Schedule is readily apparent from the text or information disclosed. Disclosure of any item in the Buyer Disclosure Schedule or the Sellers Disclosure Schedule, as the case may be, shall not be deemed an admission that such item represents a material item, fact, exception of fact, event or circumstance or that occurrence or non-occurrence of any change or effect related to such item would, individually or in the aggregate, reasonably be expected to have a Seller Material Adverse Effect or Buyer Material

 
- 102 - Adverse Effect The table of contents, articles, titles and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Whenever the singular is used herein, the same shall include the plural, and whenever the plural is used herein, the same shall include the singular, where appropriate. Whenever the word “Dollars” or the “$” sign appear in this Agreement, they shall be construed to mean United States Dollars, and all transactions under this Agreement shall be in United States Dollars. This Agreement has been fully negotiated by the parties hereto and shall not be construed by any Governmental Authority against either party by virtue of the fact that such party was the drafting party. Other than references to agreements or documents in the Sellers Disclosure Schedule or Buyer Disclosure Schedule, any reference herein to any applicable Law, agreement (including this Agreement) or document, or any section thereof, shall, unless otherwise expressly provided, be a reference to such applicable Law, agreement, document or section as amended, modified or supplemented (including any successor section) and in effect from time to time. References to “made available” in respect of information made available by or on behalf of any Seller or its Affiliates or the respective Representatives of any of the forgoing means (a) that such information has been uploaded, not later than one (1) Business Day prior to the date of this Agreement, to the virtual data rooms maintained by Data Site under the names “Project Cyclone” and “Project Walleye” in connection with the transaction contemplated under this Agreement and the other Transaction Documents or (b) sent by email or otherwise made available in electronic form to Buyer, HMLIC, or any of their respective Affiliates or the respective Representatives of any of the forgoing. Except as otherwise specifically provided in this Agreement, where any number of days is proscribed in relation to the counting of a particular thing or in respect of a period of time, those days will be calculated exclusive of the first day and inclusive of the last day. 10.7 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any term or provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other terms and provisions of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner adverse to the parties. Upon such determination that any term or provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to amend or otherwise modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner such that the transactions contemplated hereby are fulfilled to the extent possible. 10.8 Entire Agreement; Third Party Beneficiaries. This Agreement, the Confidentiality Agreements and the Transaction Documents (including all exhibits and schedules hereto and thereto) and other documents and instruments delivered in connection herewith and therewith constitute the entire agreement among the parties and supersede all prior representations, agreements, understandings and undertakings, whether written or oral, among the parties, with respect to the subject matter hereof and thereof, and no party is relying on any other prior oral or written representations, agreements, understandings or undertakings with respect to the subject matter hereof and thereof. Except as set forth in (a) Section 8.1, Section 8.6, and Article IX with respect to the Buyer Indemnified Persons and the Seller Indemnified Persons and

 
- 103 - (b) Section 10.14, nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any Person other than the parties hereto any right, remedy or claim under or by reason of this Agreement. 10.9 Assignment. Except as set forth in Section 2.1, this Agreement and the rights and obligations hereunder may not be assigned without the prior written consent of each of the parties hereto, except that Buyer may assign any and all of its rights or obligations under this Agreement to any of its Affiliates, in which event Buyer must provide notice of such assignment to Seller within five (5) Business Days after such assignment. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and permitted assigns; provided, that Buyer will remain liable for performing the obligations under this Agreement. 10.10 Failure or Indulgence; No Waiver; Remedies Cumulative No failure or delay on the part of any party hereto in the exercise of any right hereunder will impair such right or be construed to be a waiver of, or acquiescence in, any breach of any representation, warranty, covenant or agreement herein, nor will any single or partial exercise of any such right preclude any other (or further) exercise thereof or of any other right. Any and all remedies herein expressly conferred upon a party will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by Law or equity upon such party, and the exercise by a party of any one remedy will not preclude the exercise of any other remedy. 10.11 Governing Law. This Agreement and any dispute arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof. 10.12 Jurisdiction; Enforcement. (a) Each of the parties hereto hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state courts of the State of New York sitting in the County of New York and the federal courts of the United States of America for the Southern District of New York (each, a “New York Court”) for purposes of enforcing this Agreement or determining any claim arising from or related to the transactions contemplated by this Agreement. In any such action, suit or other proceeding, each of the parties hereto irrevocably and unconditionally waives and agrees not to assert by way of motion, as a defense or otherwise any claim that it is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is not subject to the jurisdiction of any such New York Court, that such action, suit or other proceeding is brought in an inconvenient forum or that the venue of such action, suit or other proceeding is improper; provided, that nothing set forth in this sentence shall prohibit any of the parties hereto from removing any matter from one New York Court to another New York Court. Each of the parties hereto also agrees that any final and unappealable judgment against a party hereto in connection with any action, suit or other proceeding will be conclusive and binding on such party and that such award or judgment may be enforced in any court of competent jurisdiction, either within or outside of the United States. A certified or exemplified copy of such award or judgment will be conclusive evidence of the fact and amount of such award or judgment. Any process or other paper to be served in connection with any action or

 
- 104 - proceeding under this Agreement shall, if delivered or sent in accordance with Section 10.4, constitute good, proper and sufficient service thereof. (b) EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OR 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, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.12. 10.13 Counterparts. This Agreement may be executed in one or more counterparts, which when taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile transmission or electronic transmission in portable document format (pdf) shall be effective as delivery of a manually executed counterpart of this Agreement. 10.14 Attorney-Client Matters. (a) Recognizing that Squire Patton Boggs (“Squire”) has acted as legal counsel to Sellers and their Affiliates (including, prior to the Closing, the Acquired Companies) prior to the date hereof, and that Squire intends to act as legal counsel to Sellers and their Affiliates (which, following the Closing, shall not include the Acquired Companies), Buyer and the Acquired Companies (i) hereby waive, on their own behalf and agree to cause their Affiliates to waive, any conflicts that may arise in connection with Squire representing Sellers or their Affiliates after the Closing with respect to matters relating to the transactions contemplated hereby, and (ii) shall not, and shall cause their Affiliates not to, seek to have or have Squire disqualified from any such representation based on the prior representation of the Acquired Companies by Squire. (b) Buyer and the Acquired Companies further agree that all communications in any form or format whatsoever between or among Squire, any Seller or any of its Affiliates or Representatives, to the extent relating to the negotiation, documentation and consummation of the transactions contemplated by this Agreement or any other Transaction Document, any dispute arising under this Agreement or any other Transaction Document or otherwise relating to any potential or any alternative transaction related to the sale of the Acquired Companies or the Businesses presented to or considered by any Seller (collectively, the “Privileged Deal Communications”) shall be deemed to be retained and owned by Sellers, shall be controlled by Sellers and shall not pass to or be claimed by the Acquired Companies or any of their Affiliates (including, following the Closing, Buyer and its Affiliates). All Privileged Deal Communications that are attorney-client privileged shall remain privileged after the Closing and the privilege and

 
- 105 - the expectation of client confidence relating thereto shall belong solely to Sellers, shall be controlled by Sellers and shall not pass to or be claimed by the Acquired Companies or any of their Affiliates (including, following the Closing, Buyer and its Affiliates). (c) Buyer and its Affiliates (including, following the Closing, the Acquired Companies) further agree that no such party may use or rely on any of the Privileged Deal Communications in any action against or involving any Seller or any of its Affiliates after the Closing. The Privileged Deal Communications may be used by any Seller or any of its Affiliates in connection with any dispute that relates to the transactions contemplated by or in connection with this Agreement, including in any claim brought by Buyer or its Affiliates. Notwithstanding the foregoing, in the event that a dispute arises between the Acquired Companies, on the one hand, and a third party other than Sellers, on the other hand, the Acquired Companies may assert any and all protections from disclosure, including attorney-client privilege and work product protections, to prevent the disclosure of the Privileged Deal Communications to such third party; provided, however, that the Acquired Companies may not waive such privilege without the prior written consent of Sellers. [Remainder of this page intentionally left blank]

 
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. HORACE MANN EDUCATORS CORPORATION By: ___________________________________ Name: Marita Zuraitis Title: President & Chief Executive Officer MEDICAL MUTUAL OF OHIO By: ____________________________________ Name: Title: MEDICAL MUTUAL LIFE INSURANCE COMPANY By: ____________________________________ Name: Title: Docusign Envelope ID: 1D8D37F4-3546-881E-82F7-8A966F7925A5

 

 

Exhibit 31.1

Chief Executive Officer Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Marita Zuraitis, certify that:
1.   I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2026 of Horace Mann Educators Corporation;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
/s/ Marita Zuraitis
Marita Zuraitis, Chief Executive Officer
Horace Mann Educators Corporation
Date:
November 6, 2026



Exhibit 31.2

Chief Financial Officer Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
I, Ryan E. Greenier, certify that:
1.   I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2026 of Horace Mann Educators Corporation;
2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.   The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.   The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


/s/ Ryan E. Greenier
Ryan E. Greenier,  Chief Financial Officer
Horace Mann Educators Corporation
Date:
November 6, 2026


Exhibit 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Horace Mann Educators Corporation (the "Company") on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Marita Zuraitis, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Marita Zuraitis
Marita Zuraitis
Chief Executive Officer
Date:
November 6, 2026
A signed original of this written statement required by Section 906 has been provided to Horace
Mann Educators Corporation and will be retained by Horace Mann Educators Corporation
and furnished to the Securities and Exchange Commission or its staff upon request.



Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Horace Mann Educators Corporation (the "Company") on Form 10-Q for the period ended September 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ryan E. Greenier, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Ryan E. Greenier
Ryan E. Greenier
Chief Financial Officer
Date:
November 6, 2026
 
A signed original of this written statement required by Section 906 has been provided to Horace
Mann Educators Corporation and will be retained by Horace Mann Educators Corporation
and furnished to the Securities and Exchange Commission or its staff upon request.


Exhibit 99.1
Glossary of Selected Terms

The following measures are used by the Company’s management to evaluate financial performance against historical results and establish targets on a consolidated basis. A number of these measures are components of net income or the balance sheet but, in some cases, are not based on accounting principles generally accepted in the United States of America (non-GAAP) under applicable SEC rules because they are not displayed as separate line items in the Consolidated Statements of Operations and Comprehensive Income (Loss) or Consolidated Balance Sheets or are not required to be disclosed in the Notes to the Consolidated Financial Statements or, in some cases, there is inclusion or exclusion of certain items not ordinarily included or excluded in accordance with accounting principles generally accepted in the United States of America (GAAP).
In the opinion of the Company’s management, a discussion of these measures provides investors, financial analysts, rating agencies and other financial statement users with a better understanding of the significant factors that comprise the Company’s periodic results of operations and how management evaluates the Company's financial performance. Internally, the Company's management uses the measures to evaluate performance against historical results, to establish financial targets on a consolidated basis and for other reasons.
Some of these measures exclude net investment gains (losses), net unrealized investment gains (losses) on fixed maturity securities and net reserve remeasurements attributable to discount rates which can be significantly impacted by both discretionary and other economic factors and are not necessarily indicative of operating trends. Also, some of these measures exclude goodwill and intangible asset impairments, intangible asset amortization, legacy commercial exposures and other non-recurring or infrequent items.
Other companies may calculate these measures differently, and, therefore, their measures may not be comparable to those used by the Company’s management.
Adjusted book value per share - The result of dividing (1) total shareholders’ equity excluding after-tax net unrealized investment gains (losses) on fixed maturity securities and after-tax net reserve remeasurements attributable to discount rates by (2) ending shares outstanding. Book value per share is the most directly comparable GAAP measure. Management believes it is useful to consider the trend in book value per share excluding net unrealized investment gains (losses) on fixed maturity securities and net reserve remeasurements attributable to discount rates in conjunction with book value per share to identify and analyze the change in net worth. Management also believes the non-GAAP measure is useful to investors because it eliminates the effect of items that can fluctuate significantly from period to period and are generally driven by economic developments, primarily financial market conditions, the magnitude and timing of which are generally not influenced by the Company’s underlying insurance operations.
Tangible book value per share - The result of dividing (1) total shareholders’ equity excluding after-tax net unrealized investment gains (losses) on fixed maturity securities after-tax net reserve remeasurements attributable to discount rates, goodwill and other intangible assets (including the related impact of deferred taxes) by (2) ending shares outstanding. Book value per share is the most directly comparable GAAP measure.
Adjusted debt to total capitalization ratio, excluding net unrealized investment gains (losses) on fixed maturity securities, net reserve remeasurements attributable to discount rates, and restricted cash for debt repayment - The result of dividing (1) total debt less debt to be repaid by restricted cash by (2) total debt less debt to be repaid by restricted cash, plus common shareholders' equity excluding after-tax net unrealized investment gains (losses) on fixed maturity securities and after-tax net reserve remeasurements attributable to discount rates from common shareholders' equity. The debt to total capitalization ratio is the most directly comparable GAAP measure.
Catastrophe costs - The sum of catastrophe losses, net of reinsurance and before income tax benefits that includes allocated loss adjustment expenses and reinsurance reinstatement premiums, excluding unallocated loss adjustment expenses.
Catastrophe losses - In categorizing property and casualty claims as being from a catastrophe, the Company utilizes the designations of the Property Claim Services, a subsidiary of Insurance Services Office, Inc., and additionally beginning in 2007, includes losses from all such events that meet the definition of a covered loss in the Company’s primary catastrophe excess of loss reinsurance contract, and reports claims and claim expense amounts net of reinsurance recoverables. A catastrophe is a severe loss resulting from natural and man-made events within a particular territory, including risks such as hurricane, fire, earthquake, windstorm, explosion, terrorism and other similar events, that causes $25 million or more in insured property and casualty losses for the
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industry and affects a significant number of property and casualty insurers and policyholders. Each catastrophe has unique characteristics. Catastrophes are not predictable as to timing or amount of loss in advance. Their effects are not included in earnings or claim and claim expense reserves prior to occurrence. In the opinion of the Company’s management, a discussion of the impact of catastrophes is meaningful for investors to understand the variability in periodic earnings.
Core earnings (loss) - Consolidated net income (loss) excluding the after-tax impact of net investment gains (losses), the after-tax impact of legacy commercial exposures, the after-tax impact of intangible asset amortization, the after-tax change in market risk benefits, discontinued operations, the after-tax impact of goodwill and intangible asset impairments, the cumulative effect of changes in accounting principles when applicable, and after-tax significant non-recurring or infrequent items that may not be indicative of ongoing operations. Net income is the most directly comparable GAAP measure.
•Pretax core earnings (loss) - Pretax net income (loss) excluding the pretax impact of net investment gains (losses), the pretax impact of legacy commercial exposures, the pretax impact of intangible asset amortization, the pretax impact of the change in market risk benefits, discontinued operations, the pretax impact of goodwill and intangible asset impairments, the cumulative effect of changes in accounting principles when applicable, and pretax significant non-recurring or infrequent items that may not be indicative of ongoing operations. Income before income taxes is the most directly comparable GAAP measure.
•Segment core earnings (loss) - Determined in the same manner as core earnings (loss) on a consolidated basis. Management uses segment core earnings to analyze each segment's performance and as a tool in making business decisions. Financial statement users also consider core earnings when analyzing the results and trends of insurance companies.
Core earnings (loss) per share - Core earnings on a per common share basis. Earnings per share is the most directly comparable GAAP measure.
Net premiums written and contract deposits – Management utilizes this non-GAAP measure, which is based on statutory accounting principles, in analyzing and evaluating business growth. Premiums and contract charges earned is the most directly comparable GAAP measure.
Net premiums written and contract deposits for the Company’s operating segments are as follows:
Property & Casualty
Net premiums written: Reflects the direct and assumed contractually determined amounts charged to policyholders for the effective period of the contract based on the terms and conditions of the contract and reflect gross premiums written less premiums ceded to reinsurers. The difference between premiums written and premiums earned is premiums unearned.
Life & Retirement
Life Insurance Product Lines:
•Net premiums written and contract deposits: Reflects (1) the direct and assumed contractually determined amounts charged to policyholders for the effective period of the contract based on the terms and conditions of the contract and reflect gross premiums written less premiums ceded to reinsurers, and (2) the amount charged for policies in force during a fiscal period for traditional life business. Contract deposits include amounts received from customers on deposit-type contracts.
Retirement Product Lines:
•Net annuity contract deposits: Reflects total recurring deposits and single deposits/rollovers – net of contract deposits ceded to reinsurers.
Supplemental & Group Benefits
Individual Supplemental Product Lines:
•Net premiums written: Reflects (1) the direct and assumed contractually determined amounts charged to policyholders/certificate holders for the effective period of the contract based on the terms and conditions
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of the contract and reflect gross premiums written less premiums ceded to reinsurers, and (2) the amount charged for policies in force during a fiscal period for traditional life business.
Group Benefits Product Lines:
•Net premiums written: Reflects (1) the direct and assumed contractually determined amounts charged to policyholders for the effective period of the contract based on the terms and conditions of the contract and reflect gross premiums written less premiums ceded to reinsurers, and (2) the amount charged for policies in force during a fiscal period for traditional life business.
Investment yield, excluding limited partnership interests - annualized, pretax and after-tax - For the three month periods presented, investment yields are calculated by annualizing the result of year-to-date total net investment income, pretax adjusted to exclude (1) investment income from deposit asset on reinsurance, (2) investment income from limited partnership interests (excluding investment income on commercial mortgage loan funds) and (3) FHLB interest credited for the corresponding periods, divided by the average quarter-end and beginning of quarter carrying amount of the total investment portfolio as presented in the Consolidated Balance Sheets adjusted to exclude (1) FHLB funding agreements, (2) the carrying amount of limited partnership interests (excluding the carrying amount of commercial mortgage loan funds), and (3) gross unrealized investment gains (losses) on fixed maturity securities. For full year periods presented, investment yields are calculated by (i) summing the investment yields for each respective three-month period applicable to the year and (ii) dividing that sum per the calculation in (i) by four. Net investment income is the most directly comparable GAAP measure.
Net income return on equity - LTM: The ratio of (1) trailing 12 month net income to (2) the average of ending shareholders’ equity for the current quarter end and the preceding four quarter ends - referred to as the 5 quarter average of shareholders' equity.
•Net income return on equity - Annualized: The ratio of (1) annualized net income to (2) the 2 quarter average of shareholders' equity.
•Core return on equity - LTM: The ratio of (1) trailing 12 month core earnings to (2) the 5 quarter average of shareholders’ equity excluding net unrealized investment gains (losses) on fixed maturity securities and net reserve remeasurements attributable to discount rates. Net income return on equity - LTM is the most directly comparable GAAP measure.
•Core return on equity - Annualized: The ratio of (1) annualized core earnings to (2) the 2 quarter average of shareholders’ equity excluding net unrealized investment gains (losses) on fixed maturity securities and net reserve remeasurements attributable to discount rates. Net income return on equity - Annualized is the most directly comparable GAAP measure.
Net reserves - Property and casualty unpaid claim and claim expense reserves net of anticipated reinsurance recoverables.
Prior years’ reserve development - A measure which the Company reports for its Property & Casualty segment which identifies the increase or decrease in net incurred claim and claim expense reserves at successive valuation dates for claims which occurred in previous calendar years. In the opinion of management, a discussion of prior years’ reserve development is useful to investors as it allows them to assess the impact on current period earnings of incurred claims experience from the current calendar year and previous calendar years.
Property & Casualty operating statistics - Operating measures utilized by the Company and the insurance industry regarding the relative profitability of property and casualty underwriting results.
•Loss ratio - The ratio of (1) the sum of net incurred losses and loss adjustment expenses to (2) net premiums earned.
•Underlying loss ratio - The sum of the loss ratio adjusted to remove the effect of catastrophe losses and prior years' reserve development. The loss ratio is the most directly comparable GAAP measure. Management believes this ratio provides a valuable measure of the Company's underlying underwriting performance that may be obscured by the effects of catastrophe losses and prior years' reserve development, the amounts of which may be significant and may vary significantly between periods.
•Expense ratio - The ratio of (1) the sum of operating expenses and the amortization of policy acquisition costs less other income to (2) net earned premiums.
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•Combined ratio - The sum of the loss ratio and the expense ratio. A combined ratio less than 100% generally indicates profitable underwriting prior to the consideration of net investment income.
•Underlying combined ratio or combined ratio excluding catastrophe losses and prior years’ reserve development - The sum of the loss ratio and the expense ratio adjusted to remove the effect of catastrophe losses and prior years’ reserve development. The combined ratio is the most directly comparable GAAP measure. Management believes this ratio provides a valuable measure of the Company’s underlying underwriting performance that may be obscured by the effects of catastrophe losses and prior years’ reserve development, the amounts of which may be significant and may vary significantly between periods.
Supplemental & Group Benefits operating statistics - Operating measures utilized by the Company and the insurance industry regarding the relative profitability of supplemental and group benefits underwriting results.
•Benefits ratio - The ratio of (1) the sum of benefits, settlement expenses and change in reserves to (2) net premiums and contract charges earned.
•Operating expense ratio - The ratio of (1) the sum of operating expenses and DAC amortization expense to (2) total revenues.
•Pretax profit margin - The ratio of (1) net income before income taxes to (2) total revenues.
Sales – Sales data pertains to Horace Mann products and excludes authorized products sold by exclusive agents that are underwritten by third-party vendors. Sales should not be viewed as a substitute for any GAAP measure, including "sales" as it relates to non-insurance companies, and the Company’s definition of sales, sales deposits or new annualized sales might differ from that used by other companies. The Company utilizes sales information as a performance measure that indicates the productivity of its agency force. Sales are also a leading indicator of future revenue trends.
Sales for the Company’s operating segments are as follows:
Property & Casualty
•Sales: Sales are measured as premiums to be collected over the 12 months following the sale of new automobile and property policies.
Life & Retirement
Life Insurance Product Lines:
•Annualized sales: Annualized sales are based on the total yearly premium that the Company would expect to receive if all first year recurring premium policies would remain in force, plus 10% of single and indexed universal life excess premiums. Annualized sales measure activity associated with gaining new insurance business in the current period, and includes deposits received related to universal-life-type products.
Supplemental & Group Benefits
Individual Supplemental Product Lines:
•Sales: Based on application received date on the submitted policy and measured as the submitted annual premium.
Group Benefits Product Lines:
•Sales: Sales are measured based on estimated annualized premium on the effective date of sale.

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