X0206 3 2020-04-24 0 0000355379 MIDWEST HOLDING INC. MDWT 0001281933 BRATTON DOUGLAS K 201 MAIN STREET, SUITE 1900 FORT WORTH TX 76102 1 0 1 0 0001810802 CRESTLINE ASSURANCE HOLDINGS LLC 201 MAIN STREET, SUITE 1900 FORT WORTH TX 76102 1 0 1 0 0001536054 Crestline Management, LP 201 MAIN STREET, SUITE 1900 FORT WORTH TX 76102 1 0 1 0 0001626596 Crestline Investors, Inc. 201 MAIN STREET, SUITE 1900 FORT WORTH TX 76102 1 0 1 0 Voting Common Stock 222222222 I See Footnotes On April 24, 2020, pursuant to a Securities Purchase Agreement by and among Midwest Holding Inc. (the "Issuer"), Xenith Holdings LLC, Vestpoint LLC and Crestline Assurance Holdings LLC ("Crestline Assurance"), Crestline Assurance purchased 222,222,222 shares of voting common stock of the Issuer for a purchase price of $0.045 per share for total consideration of $10 million. These securities are held directly by Crestline Assurance. The Manager of Crestline Assurance is Douglas K. Bratton and the Sole Member of Crestline Assurance is Crestline Management, L.P. ("Crestline Management"). Crestline Investors, Inc. ("Crestline") is the general partner of Crestline Management. Douglas K. Bratton is the sole director of Crestline. Mr. Bratton has voting and investment power over all securities held by Crestline Assurance, except for the shares of voting common stock covered by the proxy granted to Vespoint LLC pursuant to the Stockholders Agreement, dated April 24, 2020, by and among the Issuer, Xenith Holdings LLC, Vespoint LLC, Crestline Assurance, Michael Minnich, and A. Michael Salem. In addition, Mr. Bratton may be deemed to have a pecuniary interest in a portion of the securities held by Crestline Assurance through indirect membership interests in Crestline Assurance. (Countined from Footnote 2) Crestline Management, Crestline and Mr. Bratton may each be deemed to beneficially own the securities held by Crestline Assurance. Each such entity and Mr. Bratton disclaims beneficial ownership of such securities except to the extent of its or his respective pecuniary interest therein. Douglas K. Bratton is a member of the Board of Directors of Midwest Holding Inc. (the "Issuer"). For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Crestline Assurance Holdings LLC, Crestline Management, L.P. and Crestline Investors, Inc. may be deemed to be directors by deputization of the Issuer due to their relationship with Mr. Bratton. /s/ Douglas K. Bratton 2020-05-04 CRESTLINE ASSURANCE HOLDINGS LLC, Name: /s/ Douglas K. Bratton, Title: Manager 2020-05-04 CRESTLINE MANAGEMENT, L.P., By: Crestline Investors, Inc., its general partner, Name: /s/ John S. Cochran, Title: Vice President 2020-05-04 CRESTLINE INVESTORS, INC., Name: /s/ John S. Cochran, Title: Vice President 2020-05-04