VERY / Vericity, Inc. - Depositi SEC, Relazione annuale, dichiarazione di delega

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-38945 Vericity, Inc. (Exact name of registrant as specified in its chart

VERY / Vericity, Inc. / Apex Holdco L.p. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Vericity, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 92347D100 (CUSIP Number) Douglas Warner Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 (212) 310-8751 (Name, Address and Telephone Num

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION VERICITY, INC. ARTICLE I

Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VERICITY, INC. ARTICLE I The name of the corporation (the “Corporation”) is: Vericity, Inc. ARTICLE II The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, Delaware, 19801. The name of the registered agent of the Corporation at such add

iA Financial Group Completes $170 million Acquisition of Vericity Vericity Stockholders to Receive $11.43 per Share in Cash

Exhibit 99.1 iA Financial Group Completes $170 million Acquisition of Vericity Vericity Stockholders to Receive $11.43 per Share in Cash Chicago, Illinois – June 28, 2024 – Vericity, Inc. (“Vericity”) (NASDAQ: VERY) announced today that iA American Holdings, Inc., a subsidiary of iA Financial Corporation, Inc. (collectively, “iA”) (TSE: IAG) has completed its acquisition of Vericity in an all-cash

AGREEMENT AND PLAN OF MERGER by and among IA AMERICAN HOLDINGS INC., Long Grove Acquisition Corp., VERICITY, INC. IA FINANCIAL CORPORATION, INC. (solely for purposes of Section 6.03 and Article IX) Dated as of October 3, 2023 TABLE OF CONTENTS

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among IA AMERICAN HOLDINGS INC., Long Grove Acquisition Corp., VERICITY, INC. and IA FINANCIAL CORPORATION, INC. (solely for purposes of Section 6.03 and Article IX) Dated as of October 3, 2023 TABLE OF CONTENTS Page Article I DEFINITIONS AND TERMS 2 Section 1.01 Definitions 2 Section 1.02 Interpretation 14 Article II THE MERGER 16 Section 2.01 The M

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2024 VERICITY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38945 46-2348863 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

AMENDED AND RESTATED BYLAWS VERICITY, INC. (a Delaware corporation) ARTICLE I STOCKHOLDERS

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF VERICITY, INC. (a Delaware corporation) ARTICLE I STOCKHOLDERS 1.1. Annual Meetings. The annual meeting of stockholders for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and time, within or without the State of Delaware, as the Board of Directors (the “

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 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 001-38945 VERICITY,

Description of Capital Stock

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK Authorized Capital Stock. Our authorized capital stock consists of 30,000,000 shares of common stock, par value $0.001 per share. Voting Rights. Holders of our common stock are entitled to one vote per share on all matters submitted to a vote of stockholders, including the election of directors. Holders of our common stock are not entitled to cumulative vot

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 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 001-38945 VERICITY, INC.

Clawback Policy

Exhibit 97 VERICITY, INC. CLAWBACK POLICY (As adopted on November 9, 2023) 1. Introduction and Purpose a. Introduction. This document sets forth the Vericity, Inc. Clawback Policy (the “Policy”), as adopted on the date listed above. b. Purpose. Vericity, Inc. (the “Company”) has established this Policy to appropriately align the interests of the executives of the Company, who have been designated

Insider Trading Policy

Exhibit 19 VERICITY, inc. insider trading policy Purpose This Insider Trading Policy provides guidelines with respect to transactions in the securities of Vericity, Inc. (together with its subsidiaries, “Vericity”) and the handling of confidential information about Vericity and the companies with which Vericity does business. Persons Subject to the Policy All directors, officers, employees and adv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box:  ☐  ☐ Preliminary Information Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement VERICITY, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 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 001-38945 VERICI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 Check the appropriate box:  ☐ ☒ Preliminary Information Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))  ☐ Definitive Information Statement VERICITY, INC.

CALCULATION OF FILING FEE TABLES Schedule 14C (Form Type) Vericity, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14C (Form Type) Vericity, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 VERICITY, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 VERICITY, INC. (Exact name of registrant as specified in its charter) Delaware 001-38945 46-2348863 (State or other jurisdiction of incorporation) (Commission File Num

iA Financial Group to Acquire Vericity in $170 million Transaction Vericity Stockholders to Receive $11.43 per Share in Cash

Exhibit 99.1 iA Financial Group to Acquire Vericity in $170 million Transaction Vericity Stockholders to Receive $11.43 per Share in Cash Chicago, Illinois – October 3, 2023 – Vericity, Inc. (“Vericity”) (NASDAQ: VERY) today announced it has entered into a definitive merger agreement whereby iA American Holdings, Inc., a subsidiary of iA Financial Corporation, Inc. (“iA”) (collectively, “iA”) (TSX

Agreement and Plan of Merger, dated as of October 3, 2023, by and among Vericity, Inc., iA American Holdings Inc., Long Grove Acquisition Corp. and, solely for purposes of Section 6.03 and Article IX thereof, iA Financial Corporation, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among IA AMERICAN HOLDINGS INC., Long Grove Acquisition Corp., VERICITY, INC. and IA FINANCIAL CORPORATION, INC. (solely for purposes of Section 6.03 and Article IX) Dated as of October 3, 2023 TABLE OF CONTENTS Page Article I DEFINITIONS AND TERMS 2 Section 1.01 Definitions 2 Section 1.02 Interpretation 14 Article II THE MERGER 16 Section 2.01 The M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 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 001-38945 VERICITY, I

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 07, 2023 VERICITY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38945 46-2348863 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 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 001-38945 VERICITY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

t UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 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 001-38945 VERICITY, INC

Description of Capital Stock

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK Authorized Capital Stock. Our authorized capital stock consists of 30,000,000 shares of common stock, par value $0.001 per share. Voting Rights. Holders of our common stock are entitled to one vote per share on all matters submitted to a vote of stockholders, including the election of directors. Holders of our common stock are not entitled to cumulative vot

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 09, 2023 VERICITY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38945 46-2348863 (State or Other Jurisdiction of Incorporation) (Commission File Nu

VERICITY WELCOMES NEW CHIEF MARKETING OFFICER Balsan Brings Significant Marketing Experience and a Track Record of Growing Revenue

Exhibit 99.2 FOR IMMEDIATE RELEASE CONTACT: John Buchanan, General Counsel Vericity, Inc. [email protected] VERICITY WELCOMES NEW CHIEF MARKETING OFFICER Balsan Brings Significant Marketing Experience and a Track Record of Growing Revenue CHICAGO, January 9, 2023 – Vericity, INC. (Nasdaq: VERY), a leading provider of technology enabled life insurance products and distribution, is plea

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 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 001-38945 VERICI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 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 001-38945 VERICITY, I

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 03, 2022 VERICITY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38945 46-2348863 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14A-101) Schedule 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEFA14A 1 2022definitiveaddtlma.htm DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14A-101) Schedule 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Con

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 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 001-38945 VERICITY,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 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 001-38945 VERICITY, INC.

Description of Capital Stock

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK Authorized Capital Stock. Our authorized capital stock consists of 30,000,000 shares of common stock, par value $0.001 per share. Voting Rights. Holders of our common stock are entitled to one vote per share on all matters submitted to a vote of stockholders, including the election of directors. Holders of our common stock are not entitled to cumulative vot

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2022 VERICITY, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-38945 46-2348863 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 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 001-38945 VERICI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 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 001-38945 VERICITY, I

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2021 Vericity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38945 46-2348863 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14A-101) Schedule 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14A-101) Schedule 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14A-101) Schedule 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (RULE 14A-101) Schedule 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 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 001-38945 VERICITY,

Description of Capital Stock

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK Authorized Capital Stock. Our authorized capital stock consists of 30,000,000 shares of common stock, par value $0.001 per share. Voting Rights. Holders of our common stock are entitled to one vote per share on all matters submitted to a vote of stockholders, including the election of directors. Holders of our common stock are not entitled to cumulative vot

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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 001-38945 VERICITY, INC.

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 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 001-38945 VERICI

- more -

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT: Melinda Kaiser Mindful Kreative [email protected] (412) 760-6521 John Buchanan Vericity [email protected] Vericity Hires New Chief Data Officer & Chief Technology Officer CHICAGO, September 1, 2020 – Vericity, INC. (Nasdaq: VERY), a leading provider of technology enabled life insurance products and distribution, is pleased to annou

Financial Statements and Exhibits, Other Events - 8-K PRESS RELEASE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 1, 2020 Vericity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38945 46-2348863 (State or other jurisdiction of Incorporation) (Commission File

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 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 001-38945 VERICITY, I

Submission of Matters to a Vote of Security Holders

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2020 Vericity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38945 46-2348863 (State or other jurisdiction of incorporation) (Commission File

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

- DEF 14A

DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of The Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 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 001-38945 VERICITY,

Description of Capital Stock

Exhibit 4.2 DESCRIPTION OF CAPITAL STOCK Authorized Capital Stock. Our authorized capital stock consists of 30,000,000 shares of common stock, par value $0.001 per share. Voting Rights. Holders of our common stock are entitled to one vote per share on all matters submitted to a vote of stockholders, including the election of directors. Holders of our common stock are not entitled to cumulative vot

VERY / Vericity, Inc. 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 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 001-38945 VERICITY, INC.

Form of CEO Award Agreement

EXHIBIT 10.21 APEX HOLDCO L.P. 2019 EQUITY INCENTIVE PLAN CLASS B UNIT AWARD AGREEMENT THIS CLASS B UNIT AWARD AGREEMENT (the “Agreement”) is made as of [●] (the “Grant Date”) by Apex Holdco L.P., a Delaware limited partnership (the “Company”), and [] (the “Participant”). R E C I T A L S A.The Company is governed by the Amended and Restated Agreement of Limited Partnership of Apex Holdco L.P., dat

APEX HOLDCO L.P. 2019 EQUITY INCENTIVE PLAN

Exhibit 10.18 APEX HOLDCO L.P. 2019 EQUITY INCENTIVE PLAN Article I ESTABLISHMENT, DEFINITIONS AND PURPOSE 1.1Establishment. Apex Holdco L.P., a Delaware limited partnership (the “Company”), hereby establishes the Apex Holdco L.P. 2019 Equity Incentive Plan (the “Plan”). 1.2Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in that certain

Form of Director Award Agreement

EXHIBIT 10.20 APEX HOLDCO L.P. 2019 EQUITY INCENTIVE PLAN CLASS B UNIT AWARD AGREEMENT THIS CLASS B UNIT AWARD AGREEMENT (the “Agreement”) is made as of [●] (the “Grant Date”) by Apex Holdco L.P., a Delaware limited partnership (the “Company”), and [] (the “Participant”). R E C I T A L S A.The Company is governed by the Amended and Restated Agreement of Limited Partnership of Apex Holdco L.P., dat

VERY / Vericity, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 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 001-38945 VERICI

Form of Employee-Consultant Award Agreement

EXHIBIT 10.19 APEX HOLDCO L.P. 2019 EQUITY INCENTIVE PLAN CLASS B UNIT AWARD AGREEMENT THIS CLASS B UNIT AWARD AGREEMENT (the “Agreement”) is made as of [●] (the “Grant Date”) by Apex Holdco L.P., a Delaware limited partnership (the “Company”), and [] (the “Participant”). R E C I T A L S A.The Company is governed by the Amended and Restated Agreement of Limited Partnership of Apex Holdco L.P., dat

Vericity, Inc. Declares Special One-Time Cash Distribution

EX-99.1 Exhibit 99.1 Vericity, Inc. Declares Special One-Time Cash Distribution CHICAGO, November 6, 2019 — Vericity, Inc. (Nasdaq: VERY) announced today that its Board of Directors has declared a special one-time cash distribution of $6.25 per share to common stockholders of record on November 21, 2019, to be paid on December 6, 2019. The Company currently expects that the cash distribution shoul

Regulation FD Disclosure, Financial Statements and Exhibits

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 6, 2019 (November 5, 2019) Vericity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38945 46-2348863 (State or other jurisdiction of Incorporat

VERY / Vericity, Inc. 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 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 001-38945 VERICITY, I

Amended and Restated Bylaws of Vericity, Inc.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF VERICITY, INC. (effective as of August 6, 2019) Article I. CORPORATE OFFICES Section 1.1.Registered Office. The registered office of Vericity, Inc. (the “Corporation”) in the State of Delaware shall be fixed in the Corporation’s certificate of incorporation (the “Charter”) as the same may be amended from time to time. Section 1.2.Other Offices. The Corpor

Amended and Restated Certificate of Incorporation of Vericity, Inc.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VERICITY, INC. Vericity, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies that: 1. The present name of the Corporation is Vericity, Inc. 2. The Corporation’s original Certificate of Incorporation was filed with the Secretary of Sta

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant To Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 7, 2019 Vericity, Inc. (Exact name of registrant as specified in its charter) Delaware 001-38945 46-2348863 (State or other jurisdiction of Incorporation) (Commission File Num

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Schedule 13D with respect to the shares of common stock, $0.001 par value, of Vericity, Inc. is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) promulgated under the Securities Exchange Act of

VERY / Vericity, Inc. / Apex Holdco L.p. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Vericity, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 92347D100 (CUSIP Number) Douglas Warner Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, NY 10153 (212) 310-8751 (Name, Address and Telephone Numb

OFFERING SUMMARY Price: $10.00 per share Minimum Maximum Number of shares offered 14,875,000 20,125,000 Gross offering proceeds $ 148,750,000 $ 201,250,000 Estimated offering expenses $ 9,696,188 $ 9,696,188 Commissions(1)(2) $ 3,525,398 $ 2,012,500

Table of Contents Filed pursuant to Rule 424(b)(4) Registration No. 333-231952 PROSPECTUS This is the initial public offering of Vericity, Inc. We are offering up to 20,125,000 shares of our common stock for sale at a price of $10.00 per share in connection with the conversion of Members Mutual Holding Company, or Members Mutual, from mutual to stock form of organization. Immediately following the

Raymond James & Associates, Inc. 222 Riverside Plaza Suite 700 Chicago, Illinois 60606

Raymond James & Associates, Inc. 222 Riverside Plaza Suite 700 Chicago, Illinois 60606 June 17, 2019 VIA EDGAR SUBMISSION United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Suzanne Hayes Erin Jaskot Jeffrey Gabor Re: Vericity, Inc. Registration Statement on Form S-1 (File No. 333-231952) Request for Acceleration of Effec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 VERICITY, INC. (Exact name of registrant as spe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 VERICITY, INC. (Exact name of registrant as specified in its charter) Delaware 46-2348863 (State of incorporation or organization) (I.R.S. Employer Identification Number) 8700 W. Bryn Mawr Avenue,

Vericity, Inc. 8700 West Bryn Mawr Avenue Suite 900S Chicago, Illinois 60631

Vericity, Inc. 8700 West Bryn Mawr Avenue Suite 900S Chicago, Illinois 60631 June 17, 2019 VIA EDGAR SUBMISSION United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Suzanne Hayes Erin Jaskot Jeffrey Gabor Re: Vericity, Inc. Registration Statement on Form S-1 (File No. 333-231952) Request for Acceleration of Effective Date

Automatic Coinsurance Agreement dated as of January 1, 2012 between Fidelity Life Association and Hannover Life Reassurance Company of America (as amended by Amendment I effective January 20, 2014 and Amendment II effective January 1, 2015) ‎(incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 (No. ‎‎333-231952) filed on ‎June 4, 2019)‎

Exhibit 10.5 AUTOMATIC COINSURANCE AGREEMENT (the ?Agreement?) Effective: January 1, 2012 between FIDELITY LIFE ASSOCIATION Chicago, ILLINOIS (the ?Company?) and HANNOVER LIFE REASSURANCE COMPANY OF AMERICA ORLANDO, FLORIDA (the ?Reinsurer?) Treaty No. HA-FKLA-07/HA3351 December 4, 2012 Table of Contents Article I Preamble 1 Article II Automatic Reinsurance 3 Article III Facultative Reinsurance 5

Form of Members Mutual Holding Company Member Proxy Materials

Exhibit 99.4 Draft Form of Proxy Statement For Review by the Illinois Department of Insurance FORM OF MEMBERS MUTUAL HOLDING COMPANY 8700 WEST BRYN MAWR AVENUE SUITE 900S CHICAGO, ILLINOIS 60631 NOTICE OF SPECIAL MEETING OF MEMBERS Notice is hereby given that a Special Meeting of Members (the ?Special Meeting?) of Members Mutual Holding Company (?Members Mutual? or the ?Company?) will be held on ,

License Agreement dated October 1, 2012 by and between Fidelity Life Association, James Harkensee and Combined Insurance Company of America ‎(incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1 (No. ‎‎333-231952) filed on ‎June 4, 2019)‎

Exhibit 10.8 LICENSE AGREEMENT This Agreement is made the 1st day of October, 2012, (?Effective Date?) by and between Fidelity Life Association, (hereinafter referred to as (?FLA? or ?Licensor?), an Illinois insurance corporation, James Harkensee (hereinafter referred to as ?Inventor?), an individual, both having a place of business at 8700 W. Bryn Mawr Avenue, Chicago, Illinois, and Combined Insu

Indemnity Reinsurance Agreement (Combined Block) effective as of October 1, 2012 by and between Combined Insurance Company of America and Fidelity Life Association ‎(incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 (No. ‎‎333-231952) filed on ‎June 4, 2019)‎

Exhibit 10.6 INDEMNITY REINSURANCE AGREEMENT (COMBINED BLOCK) by and between FIDELITY LIFE ASSOCIATION (?REINSURER?) and COMBINED INSURANCE COMPANY OF AMERICA (?COMPANY?) Effective as of Coinsurance Effective Date 1 INDEMNITY REINSURANCE AGREEMENT THIS INDEMNITY REINSURANCE AGREEMENT (the ?Agreement?), effective as of the Coinsurance Effective Date, is made and entered into by and between Combined

Amended and Restated Purchase and Sale Agreement dated as of April 20, 2018 by and between Hannover Life Reassurance Company of America (Bermuda) LTD., Fidelity Life Association, and Efinancial, LLC ‎(incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1 (No. ‎‎333-231952) filed on ‎June 4, 2019)‎

Exhibit 10.12 Execution Counterpart AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT THIS AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this ?Agreement?) is made as of this 20 day of April, 2018, by and between HANNOVER LIFE REASSURANCE COMPANY OF AMERICA (BERMUDA) LTD., a Bermuda insurance company (?Purchaser?), FIDELITY LIFE ASSOCIATION, a Legal Reserve Life Insurance Company organized under

As filed with the Securities and Exchange Commission on June 4, 2019

Table of Contents As filed with the Securities and Exchange Commission on June 4, 2019 Registration No.

Letter dated April 13, 2018 to Members Mutual Holding Company from Boenning & Scattergood, Inc. regarding fair value of subscription rights.

Exhibit 99.6 April 13, 2018 Board of Directors Members Mutual Holding Company 8700 W. Bryn Mawr Ave. Chicago, IL 60631 Members of the Board: At your request, we hereby provide an opinion of the economic value of the subscription rights to be received by eligible policyholders of Members Mutual Holding Company (?MMHC? or the ?Company?) to purchase the common stock of Vericity, Inc. (the ?Issuer?).

Consent of Eric Rahe

Exhibit 99.12 June 3, 2019 Vericity, Inc. 8700 W. Bryn Mawr Avenue, Suite 900S Chicago, Illinois 60631 Ladies and Gentlemen: I hereby consent to being named as a person who will serve as a director of Vericity, Inc. (the ?Company?) in the Registration Statement on Form S-1 of the Company upon completion of the Company?s offering of its common stock as described in such registration statement. Sinc

Form of Amended and Restated Bylaws of Vericity, Inc.

Exhibit 3.4 BYLAWS OF VERICITY, INC. (adopted as of , 201 ) ARTICLE I. CORPORATE OFFICES Section 1.1. Registered Office. The registered office of Vericity, Inc. (the ?Corporation?) in the State of Delaware shall be fixed in the Corporation?s certificate of incorporation (the ?Charter?) as the same may be amended from time to time. Section 1.2. Other Offices. The Corporation may also have offices a

Indemnity Reinsurance Agreement (Transition Block) effective as of October 1, 2012 by and between Combined Insurance Company of America and Fidelity Life Association (as amended by Amendment Number One dated August 27, 2013 and Amendment Number Two effective January 1, 2014.) ‎(incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 (No. ‎‎333-231952) filed on ‎June 4, 2019)‎

Exhibit 10.7 INDEMNITY REINSURANCE AGREEMENT (TRANSITION BLOCK) by and between COMBINED INSURANCE COMPANY OF AMERICA (?REINSURER?) and FIDELITY LIFE ASSOCIATION (?COMPANY?) Effective as of Coinsurance Effective Date 1 INDEMNITY REINSURANCE AGREEMENT THIS INDEMNITY REINSURANCE AGREEMENT (the ?Agreement?), effective as of the Coinsurance Effective Date, is made and entered into by and between Fideli

Automatic Self-Administered Coinsurance Reinsurance Agreement effective February 21, 2014 between Fidelity Life Association and Swiss Re Life & Health America Inc. ‎(incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1 (No. ‎‎333-231952) filed on ‎June 4, 2019)‎

Exhibit 10.11 Reinsurance Agreement #I486326US-14 This Automatic Self Administered Coinsurance Reinsurance Agreement Effective February 21, 2014 (the ?Effective Date?), subject to Exhibit A (hereinafter referred to as the ?Agreement?) is made between Fidelity Life Association, A Legal Reserve Life Insurance Company an Illinois insurance company (hereinafter referred to as the ?Company?) and Swiss

Members Mutual Holding Company Plan of Conversion from Mutual Holding Company to Stock Form adopted July 31, 2018, as amended and restated on September 16, 2018 and March 25, 2019

Exhibit 2.1 SECOND AMENDED AND RESTATED MEMBERS MUTUAL HOLDING COMPANY PLAN OF CONVERSION FROM MUTUAL HOLDING COMPANY TO STOCK FORM Adopted by the Board of Directors on July 31, 2018 and Amended and Restated on September 16, 2018 and March 25, 2019 MEMBERS MUTUAL HOLDING COMPANY PLAN OF CONVERSION FROM MUTUAL HOLDING COMPANY TO STOCK FORM 1. BACKGROUND AND REASONS FOR CONVERSION. Members Mutual Ho

Form of Indemnification Agreement for Directors and Certain Officers of Vericity, Inc. ‎(incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1 (No. ‎‎333-231952) filed on ‎June 4, 2019)‎

Exhibit 10.4 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made and entered into as of , 2018, between Vericity, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). WHEREAS, the Board of Directors of the Company (the ?Board? or ?Board of Directors?) has concluded that to retain and attract talented and experienced individuals to serve as directors and

Consent of Neil Ashe

Exhibit 99.9 June 3, 2019 Vericity, Inc. 8700 W. Bryn Mawr Avenue, Suite 900S Chicago, Illinois 60631 Ladies and Gentlemen: I hereby consent to being named as a person who will serve as a director of Vericity, Inc. (the ?Company?) in the Registration Statement on Form S-1 of the Company upon completion of the Company?s offering of its common stock as described in such registration statement. Since

Form of Stock Certificate of Vericity, Inc. ‎ ‎(incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (No. 333-231952) filed on ‎June 4, 2019)‎

Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PO PAR VALUE $0.001 MR ADD ADD ADD ADD 43 2 1 A BOX DESIGNATION SAMPLE Certificate Shares 43004, * * 000000 ****************** (IF Number * * * 000000 ***************** ANY) ZQ00000000 **** 000000 **************** Providence, VERICITY, INC. ***** 000000 *************** RI ****** 000000 ************** INCORPOR

Bylaws of Vericity, Inc.

Exhibit 3.3 BY-LAWS OF VERICITY, INC. ARTICLE I OFFICES Section 1. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington and County of New Castle. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporati

Certificate of Incorporation of Vericity, Inc., as amended

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 06:02 PM 02/14/2013 FILED 05:52 PM 02/14/2013 SRV 130177305 ? 5228996 FILE CERTIFICATE OF INCORPORATION OF LIFESTORY HOLDINGS, INC. ARTICLE I NAME The name of the Corporation is LifeStory Holdings, Inc. ARTICLE II PURPOSE The purpose of this Corporation is to engage in any lawful act or activity for which corporati

Form of Executive Employment Agreement ‎(incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1 (No. ‎‎333-231952) filed on ‎June 4, 2019)‎

Exhibit 10.2 EMPLOYMENT AGREEMENT Vericity Holdings, Inc., a Delaware corporation (the ?Company?), and (?Executive?) (collectively, the ?Parties?) agree to enter into this EMPLOYMENT AGREEMENT dated as of (?Agreement?) as follows: 1. EMPLOYMENT. The Company hereby agrees to continue to employ Executive, and Executive hereby agrees to be employed by the Company, upon the terms and subject to the co

Amended and Restated Reinsurance Agreement effective July 1, 2016 between Fidelity Life Association and Hannover Life Reassurance Company of America ‎(incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1 (No. ‎‎333-231952) filed on ‎June 4, 2019)‎

Exhibit 10.9 AMENDED AND RESTATED REINSURANCE AGREEMENT between Fidelity Life Association, A Legal Reserve Life Insurance Company Chicago, Illinois and Hannover Life Reassurance Company of America Orlando, Florida Effective as of July 1, 2016 HA-FKLA-08 TABLE OF CONTENTS ARTICLE I GENERAL PROVISIONS 4 ARTICLE II PREMIUMS 13 ARTICLE III ALLOWANCES 13 ARTICLE IV CLAIMS 13 ARTICLE V QUOTA SHARE ADJUS

Form of Apex Holdco L.P. 2019 Equity Incentive Plan

Exhibit 10.16 FORM OF APEX HOLDCO L.P. 2019 EQUITY INCENTIVE PLAN ARTICLE I ESTABLISHMENT, DEFINITIONS AND PURPOSE 1.1 Establishment. Apex Holdco L.P., a Delaware limited partnership (the ?Company?), hereby establishes the Apex Holdco L.P. 2019 Equity Incentive Plan (the ?Plan?). 1.2 Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in th

Amended and Restated Guaranty dated March 26, 2019 by J.C. Flowers IV L.P. in favor of Members Mutual Holding Company and Vericity, Inc. ‎(incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1 (No. ‎‎333-231952) filed on ‎June 4, 2019)‎

Exhibit 10.14 Execution Version AMENDED AND RESTATED GUARANTY This Amended and Restated Guaranty, dated as of March 26, 2019 (this ?Guaranty?), is made by J.C. Flowers IV L.P., a Cayman Islands exempted limited partnership (the ?Guarantor?) in favor of Members Mutual Holding Company, an Illinois mutual insurance holding company (?Members Mutual?) and Vericity, Inc., a Delaware corporation (?HoldCo

Fidelity Life Association Deferred Compensation Plan ‎(incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (No. ‎‎333-231952) filed on ‎June 4, 2019)‎

Exhibit 10.1 FIDELITY LIFE ASSOCIATION DEFERRED COMPENSATION PLAN TABLE OF CONTENTS ARTICLE I PURPOSE AND EFFECTIVE DATE 1 1.1 Purpose 1 1.2 Effective Date 1 ARTICLE II DEFINITIONS 1 2.1 Account 1 2.2 Administrative Committee 1 2.3 Beneficiary 1 2.4 Board 1 2.5 Bonus 2 2.6 Change in Control 2 2.7 Code 3 2.8 Company 3 2.9 Compensation 3 2.10 Deferral Commitment 3 2.11 Deferral Period 3 2.12 Determi

Pro Forma Valuation Appraisal Report of Members Mutual Holding Company, dated as of April 11, 2018, from Boenning & Scattergood, Inc.

Exhibit 99.5 PRO FORMA VALUATION APPRAISAL REPORT OF MEMBERS MUTUAL HOLDING COMPANY AS OF APRIL 11, 2018 4 Tower Bridge ? 200 Barr Harbor Drive ? Suite 300 ? West Conshahacken ? PA 19428-2979 phone (610) 832-1212 ? toll free (800) 883-1212 ? fax (610) 832-5301 www.boenninginc.com ? Member FINRA/SIPC April 11, 2018 Board of Directors Members Mutual Holding Company 8700 W. Bryn Mawr Ave. Chicago, IL

Community Offering Stock Order Form and Instructions

Exhibit 99.13 COMMUNITY OFFERING STOCK ORDER FORM SEND OVERNIGHT PACKAGES TO: Raymond James & Associates, Inc. Vericity Inc. Processing Center 222 S. Riverside Plaza, 7th Floor Chicago, IL 60606 1-( ) - Deadline: The Community Offering will end at 5 p.m., Central Time, on [Expiration Date], unless extended by us. Your original stock order form, properly executed and with the correct payment, must

Subscription Offering Stock Order Form and Instructions

Exhibit 99.1 STOCK ORDER FORM SEND OVERNIGHT PACKAGES TO: Raymond James & Associates, Inc. Vericity Inc. Processing Center 222 S. Riverside Plaza, 7th Floor Chicago, IL 60606 1-( ) - Deadline: The Subscription Offering ends at 5 p.m., Central Time, on [Expiration Date]. Your original stock order form, properly executed and with the correct payment, must be received (not postmarked) by the deadline

Vericity Holdings, Inc. Change in Control Severance Benefits Plan ‎(incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 (No. ‎‎333-231952) filed on ‎June 4, 2019)‎

Exhibit 10.3 VERICITY HOLDINGS, INC. CHANGE IN CONTROL SEVERANCE BENEFITS PLAN TABLE OF CONTENTS Article I PURPOSE AND EFFECTIVE DATE 1 1.1 Purpose 1 1.2 Effective Date 1 Article II DEFINITIONS 1 2.1 Base Salary 1 2.2 Beneficiary 1 2.3 Board 1 2.4 Cause 2 2.5 Change in Control 2 2.6 Code 3 2.7 Committee 3 2.8 Company 3 2.9 Constructive Termination 3 2.10 Continuation Period 4 2.11 Covered Terminat

Amendment No. 1 dated as of December 17, 2018 to the Amended and Restated Purchase and Sale Agreement dated as of April 20, 2018 by and between Hannover Life Reassurance Company of America (Bermuda) LTD., Fidelity Life Association, and Efinancial, LLC

Exhibit 10.17 Amendment No. 1 to Amended and Restated Purchase and Sale Agreement WHEREAS, HANNOVER LIFE REASSURANCE COMPANY OF AMERICA (BERMUDA) LTD. (?Purchaser?), FIDELITY LIFE ASSOCIATION (?Seller?) and EFINANCIAL, LLC (?Seller?s Designee?) entered into that certain Amended and Restated Purchase and Sale Agreement (the ?A&R PSA?) dated as of April 20, 2018; WHEREAS, the parties to the A&R PSA

Amended and Restated Standby Stock Purchase Agreement dated as of March 26, 2019 by and among Apex Holdco L.P., Vericity, Inc., Members Mutual Holding Company, and Fidelity Life Association ‎(incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1 (No. ‎‎333-231952) filed on ‎June 4, 2019)‎

Exhibit 10.13 Execution Version AMENDED AND RESTATED STANDBY STOCK PURCHASE AGREEMENT DATED AS OF MARCH 26, 2019 BY AND AMONG APEX HOLDCO L.P., VERICITY, INC., MEMBERS MUTUAL HOLDING COMPANY, AND FIDELITY LIFE ASSOCIATION Table of Contents Page ARTICLE I THE STANDBY PURCHASE 2 Section 1.1. Standby Purchase Commitment 2 Section 1.2. Issuance of Members Mutual Shares to HoldCo 3 Section 1.3. Closing

Employee Bonus Program Communication and Election Form

Exhibit 99.8 Pre-Meeting Announcement Dear Employees: On [insert date] in Chicago [name location], and on [insert date] in Bellevue [name location], we will be holding an important company-wide meeting that we encourage you to attend. The specific time and logistics will be shared later today. We will conduct a separate call for a specific group of individuals who are remote employees. Our company

Letters and statements to prospective purchasers of stock in offering

Exhibit 99.3 Dear Member: We are pleased to inform you that the Board of Directors of Members Mutual Holding Company (?MHC?), the parent company of Fidelity Life Association (?Fidelity Life?), has approved a Plan of Conversion (the ?Plan?) under which MHC plans to convert from mutual to stock form. As a part of the Plan, Vericity, Inc., a corporation formed to be the parent stock holding company f

Question and Answer Brochure

Exhibit 99.2 Q&A Questions and Answers About our Conversion and Stock Offering This pamphlet answers questions about the mutual to stock conversion of Members Mutual Holding Company and the related common stock offering of Vericity, Inc. Investing in shares of common stock involves certain risks. Before making an investment decision, please read the enclosed Prospectus carefully, including the sec

Consent of Calvin Dong

Exhibit 99.10 June 3, 2019 Vericity, Inc. 8700 W. Bryn Mawr Avenue, Suite 900S Chicago, Illinois 60631 Ladies and Gentlemen: I hereby consent to being named as a person who will serve as a director of Vericity, Inc. (the ?Company?) in the Registration Statement on Form S-1 of the Company upon completion of the Company?s offering of its common stock as described in such registration statement. Sinc

Subsidiaries of Vericity, Inc. ‎(incorporated by reference to Exhibit 10.21 to the ‎Company’s Registration Statement on Form S-1 (No. ‎‎‎‎333-231952) filed on ‎June 4, 2019)‎

Exhibit 21.1 Subsidiaries Name of Subsidiary (1) State or Other Jurisdiction of Incorporation or Organization America Direct Insurance Agency, Inc. Illinois eCoverage.com, LLC Washington Efinancial, LLC Washington Fidelity Life Association Illinois iFramework, Inc. Washington LifeStory.com, LLC Washington Vericity Holdings, Inc. Delaware Members Holding Company Illinois (1) Reflects entities that

Form of Agency Agreement between Vericity, Inc. and Raymond James & Associates, Inc.

Exhibit 1.1 Vericity, Inc. Up to 20,125,000 Shares COMMON STOCK ($0.001 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT April [ ], 2019 Raymond James & Associates, Inc. 222 Riverside Plaza Suite 700 Chicago, Illinois 60606 Ladies and Gentlemen: Vericity, Inc., a Delaware corporation (?Vericity?), Members Mutual Holding Company, an Illinois mutual insurance holding company (in both

Form of Escrow Agreement

Exhibit 10.15 ESCROW AGREEMENT This ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this ?Agreement?) is made and entered into as of December , 2018, by and among Raymond James & Associates, Inc., a Florida corporation (the ?Placement Agent?), Vericity, Inc., a Delaware corporation (the ?Company?, and together with the Placement Agent, sometimes referred

Actuarial Opinion of Steven Schreiber

Exhibit 99.7 One Pennsylvania Plaza 38th Floor New York, NY 101l9 USA March 25, 2019 Tel +1 646 473 3000 Fax +1 646 473 3299 milliman.com The Board of Directors Members Mutual Holding Company 8700 W. Bryn Mawr Avenue, Ste 9005 Chicago,IL 60631 Re: Second Amended and Restated Plan of Conversion from Mutual Holding Company Form to Stock Form STATEMENT OF ACTUARIAL OPINION Subiect of this Oninion Let

Consent of Scott Perry

Exhibit 99.11 June 3, 2019 Vericity, Inc. 8700 W. Bryn Mawr Avenue, Suite 900S Chicago, Illinois 60631 Ladies and Gentlemen: I hereby consent to being named as a person who will serve as a director of Vericity, Inc. (the ?Company?) in the Registration Statement on Form S-1 of the Company upon completion of the Company?s offering of its common stock as described in such registration statement. Sinc

Form of Amended and Restated Certificate of Incorporation of Vericity, Inc.

Exhibit 3.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VERICITY, INC. Vericity, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), hereby certifies that: 1. The present name of the Corporation is Vericity, Inc. 2. The Corporation?s original Certificate of Incorporation was filed with the Secretar

Automatic Self-Administered Accidental Death Benefit Rider Policy Coinsurance Reinsurance Agreement between Fidelity Life Association and Swiss Re Life and Health America Inc. effective June 1, 2013 (including Amendment 1 dated September 22, 2014, Amendment 2 dated December 23, 2014, Amendment 3 dated March 31, 2015, Amendment 4 dated April 7, 2015, Amendment 5 January 29, 2016, Amendment 6 dated March 23, 2016, and Amendment 7 dated March May 16, 2016) ‎(incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (No. ‎‎333-231952) filed on ‎June 4, 2019)‎

Exhibit 10.10 Reinsurance Agreement #I478580US-13 This Automatic Self Administered Accidental Death Benefit Rider Policy Coinsurance. Reinsurance Agreement Effective June 1, 2013 (the ?Effective Date?) (hereinafter referred to as the ?Agreement?) is made between Fidelity Life Association, A Legal Reserve Life Insurance Company an Illinois insurance company (hereinafter referred to as the ?Company?

Amendment No. 1 Amended and Restated Purchase and Sale Agreement

EX-10.17 9 filename9.htm Exhibit 10.17 Amendment No. 1 to Amended and Restated Purchase and Sale Agreement WHEREAS, HANNOVER LIFE REASSURANCE COMPANY OF AMERICA (BERMUDA) LTD. (“Purchaser”), FIDELITY LIFE ASSOCIATION (“Seller”) and EFINANCIAL, LLC (“Seller’s Designee”) entered into that certain Amended and Restated Purchase and Sale Agreement (the “A&R PSA”) dated as of April 20, 2018; WHEREAS, th

STATEMENT OF ACTUARIAL OPINION

Exhibit 99.7 One Pennsylvania Plaza 38th Floor New York, NY 101l9 USA March 25, 2019 Tel +1 646 473 3000 Fax +1 646 473 3299 milliman.com The Board of Directors Members Mutual Holding Company 8700 W. Bryn Mawr Avenue, Ste 9005 Chicago,IL 60631 Re: Second Amended and Restated Plan of Conversion from Mutual Holding Company Form to Stock Form STATEMENT OF ACTUARIAL OPINION Subiect of this Oninion Let

January 14, 2019

Exhibit 99.12 January 14, 2019 Vericity, Inc. 8700 W. Bryn Mawr Avenue, Suite 900S Chicago, Illinois 60631 Ladies and Gentlemen: I hereby consent to being named as a person who will serve as a director of Vericity, Inc. (the ?Company?) in the Registration Statement on Form S-1 of the Company upon completion of the Company?s offering of its common stock as described in such registration statement.

STOCK ORDER FORM

EX-99.1 12 filename12.htm Exhibit 99.1 STOCK ORDER FORM SEND OVERNIGHT PACKAGES TO: Raymond James & Associates, Inc. Vericity Inc. Processing Center 222 S. Riverside Plaza, 7th Floor Chicago, IL 60606 1-( ) - Deadline: The Subscription Offering ends at 5 p.m., Central Time, on [Expiration Date]. Your original stock order form, properly executed and with the correct payment, must be received (not p

Questions and Answers About our Conversion and Stock Offering

EX-99.2 13 filename13.htm Exhibit 99.2 Q&A Questions and Answers About our Conversion and Stock Offering This pamphlet answers questions about the mutual to stock conversion of Members Mutual Holding Company and the related common stock offering of Vericity, Inc. Investing in shares of common stock involves certain risks. Before making an investment decision, please read the enclosed Prospectus ca

January 14, 2019

Exhibit 99.9 January 14, 2019 Vericity, Inc. 8700 W. Bryn Mawr Avenue, Suite 900S Chicago, Illinois 60631 Ladies and Gentlemen: I hereby consent to being named as a person who will serve as a director of Vericity, Inc. (the ?Company?) in the Registration Statement on Form S-1 of the Company upon completion of the Company?s offering of its common stock as described in such registration statement. S

Questions? - Please call our Stock Information Center, toll-free, at [SIC PHONE]. Monday – Friday, 10:00 a.m. – 4:00 p.m., Central Time, except holidays.

EX-99.3 14 filename14.htm Exhibit 99.3 Dear Member: We are pleased to inform you that the Board of Directors of Members Mutual Holding Company (“MHC”), the parent company of Fidelity Life Association (“Fidelity Life”), has approved a Plan of Conversion (the “Plan”) under which MHC plans to convert from mutual to stock form. As a part of the Plan, Vericity, Inc., a corporation formed to be the pare

ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PO PAR VALUE $0.001 MR ADD ADD ADD ADD 43 2 1 A BOX DESIGNATION SAMPLE Certificate Shares 43004, * * 000000 ****************** (IF Number * * * 000000 ***************** ANY

EX-4.1 4 filename4.htm Exhibit 4.1 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK COMMON STOCK PO PAR VALUE $0.001 MR ADD ADD ADD ADD 43 2 1 A BOX DESIGNATION SAMPLE Certificate Shares 43004, * * 000000 ****************** (IF Number * * * 000000 ***************** ANY) ZQ00000000 **** 000000 **************** Providence, VERICITY, INC. ***** 000000 *************** RI ****** 000000

Vericity, Inc. Up to 20,125,000 Shares COMMON STOCK ($0.001 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT April [ ], 2019

EX-1.1 Exhibit 1.1 Vericity, Inc. Up to 20,125,000 Shares COMMON STOCK ($0.001 Par Value) Subscription Price $10.00 Per Share AGENCY AGREEMENT April [ ], 2019 Raymond James & Associates, Inc. 222 Riverside Plaza Suite 700 Chicago, Illinois 60606 Ladies and Gentlemen: Vericity, Inc., a Delaware corporation (“Vericity”), Members Mutual Holding Company, an Illinois mutual insurance holding company (i

AMENDED AND RESTATED STANDBY STOCK PURCHASE DATED AS OF MARCH 26, 2019 BY AND AMONG APEX HOLDCO L.P., VERICITY, INC., MEMBERS MUTUAL HOLDING COMPANY, FIDELITY LIFE ASSOCIATION Table of Contents

EX-10.13 6 filename6.htm Exhibit 10.13 Execution Version AMENDED AND RESTATED STANDBY STOCK PURCHASE AGREEMENT DATED AS OF MARCH 26, 2019 BY AND AMONG APEX HOLDCO L.P., VERICITY, INC., MEMBERS MUTUAL HOLDING COMPANY, AND FIDELITY LIFE ASSOCIATION Table of Contents Page ARTICLE I THE STANDBY PURCHASE 2 Section 1.1. Standby Purchase Commitment 2 Section 1.2. Issuance of Members Mutual Shares to Hold

January 14, 2019

Exhibit 99.10 January 14, 2019 Vericity, Inc. 8700 W. Bryn Mawr Avenue, Suite 900S Chicago, Illinois 60631 Ladies and Gentlemen: I hereby consent to being named as a person who will serve as a director of Vericity, Inc. (the ?Company?) in the Registration Statement on Form S-1 of the Company upon completion of the Company?s offering of its common stock as described in such registration statement.

Confidential Draft Registration Statement Submission No. 5 as confidentially submitted to the Securities and Exchange Commission on March 26, 2019

Table of Contents Confidential Draft Registration Statement Submission No. 5 as confidentially submitted to the Securities and Exchange Commission on March 26, 2019 Registration No. 337- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VERICITY, INC. (Exact name of registrant as specified in its charter) Delawa

AMENDED AND RESTATED

Exhibit 10.14 Execution Version AMENDED AND RESTATED GUARANTY This Amended and Restated Guaranty, dated as of March 26, 2019 (this ?Guaranty?), is made by J.C. Flowers IV L.P., a Cayman Islands exempted limited partnership (the ?Guarantor?) in favor of Members Mutual Holding Company, an Illinois mutual insurance holding company (?Members Mutual?) and Vericity, Inc., a Delaware corporation (?HoldCo

SECOND AMENDED AND RESTATED MEMBERS MUTUAL HOLDING COMPANY PLAN OF CONVERSION FROM MUTUAL HOLDING COMPANY TO STOCK FORM Adopted by the Board of Directors on July 31, 2018 Amended and Restated on September 16, 2018 and March 25, 2019

EX-2.1 Exhibit 2.1 SECOND AMENDED AND RESTATED MEMBERS MUTUAL HOLDING COMPANY PLAN OF CONVERSION FROM MUTUAL HOLDING COMPANY TO STOCK FORM Adopted by the Board of Directors on July 31, 2018 and Amended and Restated on September 16, 2018 and March 25, 2019 MEMBERS MUTUAL HOLDING COMPANY PLAN OF CONVERSION FROM MUTUAL HOLDING COMPANY TO STOCK FORM 1. BACKGROUND AND REASONS FOR CONVERSION. Members Mu

January 14,

Exhibit 99.11 January 14, 2019 Vericity, Inc. 8700 W. Bryn Mawr Avenue, Suite 900S Chicago, Illinois 60631 Ladies and Gentlemen: I hereby consent to being named as a person who will serve as a director of Vericity, Inc. (the ?Company?) in the Registration Statement on Form S-1 of the Company upon completion of the Company?s offering of its common stock as described in such registration statement.

ESCROW AGREEMENT

EX-10.15 Exhibit 10.15 ESCROW AGREEMENT This ESCROW AGREEMENT (as the same may be amended or modified from time to time pursuant hereto, this “Agreement”) is made and entered into as of December , 2018, by and among Raymond James & Associates, Inc., a Florida corporation (the “Placement Agent”), Vericity, Inc., a Delaware corporation (the “Company”, and together with the Placement Agent, sometimes

FORM OF MEMBERS MUTUAL HOLDING COMPANY 8700 WEST BRYN MAWR AVENUE SUITE 900S CHICAGO, ILLINOIS 60631 NOTICE OF SPECIAL MEETING OF MEMBERS

EX-99.4 15 filename15.htm Exhibit 99.4 Draft Form of Proxy Statement For Review by the Illinois Department of Insurance FORM OF MEMBERS MUTUAL HOLDING COMPANY 8700 WEST BRYN MAWR AVENUE SUITE 900S CHICAGO, ILLINOIS 60631 NOTICE OF SPECIAL MEETING OF MEMBERS Notice is hereby given that a Special Meeting of Members (the “Special Meeting”) of Members Mutual Holding Company (“Members Mutual” or the “C

February 15, 2019

111 South Wacker Drive Chicago, IL 60606 Telephone: 312-443-0700 Fax: 312-443-0336 www.

FORM OF APEX HOLDCO L.P. 2019 EQUITY INCENTIVE PLAN ARTICLE I ESTABLISHMENT, DEFINITIONS AND PURPOSE

EX-10.16 Exhibit 10.16 FORM OF APEX HOLDCO L.P. 2019 EQUITY INCENTIVE PLAN ARTICLE I ESTABLISHMENT, DEFINITIONS AND PURPOSE 1.1 Establishment. Apex Holdco L.P., a Delaware limited partnership (the “Company”), hereby establishes the Apex Holdco L.P. 2019 Equity Incentive Plan (the “Plan”). 1.2 Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed ther

December 21, 2018

111 South Wacker Drive Chicago, IL 60606 Telephone: 312-443-0700 Fax: 312-443-0336 www.

Confidential Draft Registration Statement Submission No. 4 as confidentially submitted to the Securities and Exchange Commission on December 21, 2018

Table of Contents Confidential Draft Registration Statement Submission No. 4 as confidentially submitted to the Securities and Exchange Commission on December 21, 2018 Registration No. 337- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VERICITY, INC. (Exact name of registrant as specified in its charter) Del

Confidential Draft Registration Statement Submission No. 3 as confidentially submitted to the Securities and Exchange Commission on December 4, 2018

Table of Contents Confidential Draft Registration Statement Submission No. 3 as confidentially submitted to the Securities and Exchange Commission on December 4, 2018 Registration No. 337- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VERICITY, INC. (Exact name of registrant as specified in its charter) Dela

December 4, 2018

December 4, 2018 VIA EDGAR Jeff Gabor Office of Healthcare and Insurance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Vericity, Inc. DRS Registration Statement on Form S-1 Submitted confidentially on October 5, 2018 CIK No. 0001575434 Dear Mr. Gabor: On behalf of Vericity, Inc. (the ?Company?), we are writing to respond to the comments set forth in the lett

FIRST AMENDED AND RESTATED MEMBERS MUTUAL HOLDING COMPANY PLAN OF CONVERSION FROM MUTUAL HOLDING COMPANY TO STOCK FORM Adopted by the Board of Directors on July 31, 2018 Amended and Restated on September 16, 2018

EX-2.1 Exhibit 2.1 FIRST AMENDED AND RESTATED MEMBERS MUTUAL HOLDING COMPANY PLAN OF CONVERSION FROM MUTUAL HOLDING COMPANY TO STOCK FORM Adopted by the Board of Directors on July 31, 2018 and Amended and Restated on September 16, 2018 MEMBERS MUTUAL HOLDING COMPANY PLAN OF CONVERSION FROM MUTUAL HOLDING COMPANY TO STOCK FORM 1. BACKGROUND AND REASONS FOR CONVERSION. Members Mutual Holding Company

November 13, 2018

111 South Wacker Drive Chicago, IL 60606 Telephone: 312-443-0700 Fax: 312-443-0336 www.

BYLAWS OF VERICITY, INC. (adopted as of , 201 ) ARTICLE I. CORPORATE OFFICES

EX-3.4 3 filename3.htm Exhibit 3.4 BYLAWS OF VERICITY, INC. (adopted as of , 201 ) ARTICLE I. CORPORATE OFFICES Section 1.1. Registered Office. The registered office of Vericity, Inc. (the “Corporation”) in the State of Delaware shall be fixed in the Corporation’s certificate of incorporation (the “Charter”) as the same may be amended from time to time. Section 1.2. Other Offices. The Corporation

Confidential Draft Registration Statement Submission No. 2 as confidentially submitted to the Securities and Exchange Commission on November 13, 2018

Table of Contents Confidential Draft Registration Statement Submission No. 2 as confidentially submitted to the Securities and Exchange Commission on November 13, 2018 Registration No. 337- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VERICITY, INC. (Exact name of registrant as specified in its charter) Del

EMPLOYMENT AGREEMENT

Exhibit 10.2 EMPLOYMENT AGREEMENT Vericity Holdings, Inc., a Delaware corporation (the ?Company?), and (?Executive?) (collectively, the ?Parties?) agree to enter into this EMPLOYMENT AGREEMENT dated as of (?Agreement?) as follows: 1. EMPLOYMENT. The Company hereby agrees to continue to employ Executive, and Executive hereby agrees to be employed by the Company, upon the terms and subject to the co

INDEMNITY REINSURANCE AGREEMENT (COMBINED BLOCK) by and between FIDELITY LIFE ASSOCIATION (“REINSURER”) COMBINED INSURANCE COMPANY OF AMERICA (“COMPANY”) Effective as of Coinsurance Effective Date

Exhibit 10.6 INDEMNITY REINSURANCE AGREEMENT (COMBINED BLOCK) by and between FIDELITY LIFE ASSOCIATION (?REINSURER?) and COMBINED INSURANCE COMPANY OF AMERICA (?COMPANY?) Effective as of Coinsurance Effective Date 1 INDEMNITY REINSURANCE AGREEMENT THIS INDEMNITY REINSURANCE AGREEMENT (the ?Agreement?), effective as of the Coinsurance Effective Date, is made and entered into by and between Combined

FIRST AMENDED AND RESTATED MEMBERS MUTUAL HOLDING COMPANY PLAN OF CONVERSION FROM MUTUAL HOLDING COMPANY TO STOCK FORM Adopted by the Board of Directors on July 31, 2018 Amended and Restated on September 16, 2018

Exhibit 2.1 FIRST AMENDED AND RESTATED MEMBERS MUTUAL HOLDING COMPANY PLAN OF CONVERSION FROM MUTUAL HOLDING COMPANY TO STOCK FORM Adopted by the Board of Directors on July 31, 2018 and Amended and Restated on September 16, 2018 MEMBERS MUTUAL HOLDING COMPANY PLAN OF CONVERSION FROM MUTUAL HOLDING COMPANY TO STOCK FORM 1. BACKGROUND AND REASONS FOR CONVERSION. Members Mutual Holding Company (?Memb

Table of Contents Article 1 1.1  General 1.2  Scope of Coverage Article 2 2.1  Automatic Reinsurance 2.2  Exclusions From Automatic Coverage Article 3 3.1  Automatic Submissions Article 4 4.1  Commencement of Automatic Reinsurance Liability Article 5

Exhibit 10.10 Reinsurance Agreement #I478580US-13 This Automatic Self Administered Accidental Death Benefit Rider Policy Coinsurance. Reinsurance Agreement Effective June 1, 2013 (the ?Effective Date?) (hereinafter referred to as the ?Agreement?) is made between Fidelity Life Association, A Legal Reserve Life Insurance Company an Illinois insurance company (hereinafter referred to as the ?Company?

BYLAWS OF VERICITY, INC. (adopted as of , 201 ) ARTICLE I. CORPORATE OFFICES

Exhibit 3.4 BYLAWS OF VERICITY, INC. (adopted as of , 201 ) ARTICLE I. CORPORATE OFFICES Section 1.1. Registered Office. The registered office of Vericity, Inc. (the ?Corporation?) in the State of Delaware shall be fixed in the Corporation?s certificate of incorporation (the ?Charter?) as the same may be amended from time to time. Section 1.2. Other Offices. The Corporation may also have offices a

CERTIFICATE OF INCORPORATION OF LIFESTORY HOLDINGS, INC. ARTICLE I

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 06:02 PM 02/14/2013 FILED 05:52 PM 02/14/2013 SRV 130177305 ? 5228996 FILE CERTIFICATE OF INCORPORATION OF LIFESTORY HOLDINGS, INC. ARTICLE I NAME The name of the Corporation is LifeStory Holdings, Inc. ARTICLE II PURPOSE The purpose of this Corporation is to engage in any lawful act or activity for which corporati

VERICITY HOLDINGS, INC. CHANGE IN CONTROL SEVERANCE BENEFITS PLAN

Exhibit 10.3 VERICITY HOLDINGS, INC. CHANGE IN CONTROL SEVERANCE BENEFITS PLAN TABLE OF CONTENTS Article I PURPOSE AND EFFECTIVE DATE 1 1.1 Purpose 1 1.2 Effective Date 1 Article II DEFINITIONS 1 2.1 Base Salary 1 2.2 Beneficiary 1 2.3 Board 1 2.4 Cause 2 2.5 Change in Control 2 2.6 Code 3 2.7 Committee 3 2.8 Company 3 2.9 Constructive Termination 3 2.10 Continuation Period 4 2.11 Covered Terminat

AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT

Exhibit 10.12 Execution Counterpart AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT THIS AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this ?Agreement?) is made as of this 20 day of April, 2018, by and between HANNOVER LIFE REASSURANCE COMPANY OF AMERICA (BERMUDA) LTD., a Bermuda insurance company (?Purchaser?), FIDELITY LIFE ASSOCIATION, a Legal Reserve Life Insurance Company organized under

FIDELITY LIFE ASSOCIATION DEFERRED COMPENSATION PLAN TABLE OF CONTENTS ARTICLE I PURPOSE AND EFFECTIVE DATE 1 1.1 Purpose 1 1.2 Effective Date 1 ARTICLE II DEFINITIONS 1 2.1 Account 1 2.2 Administrative Committee 1 2.3 Beneficiary 1 2.4 Board 1 2.5 B

Exhibit 10.1 FIDELITY LIFE ASSOCIATION DEFERRED COMPENSATION PLAN TABLE OF CONTENTS ARTICLE I PURPOSE AND EFFECTIVE DATE 1 1.1 Purpose 1 1.2 Effective Date 1 ARTICLE II DEFINITIONS 1 2.1 Account 1 2.2 Administrative Committee 1 2.3 Beneficiary 1 2.4 Board 1 2.5 Bonus 2 2.6 Change in Control 2 2.7 Code 3 2.8 Company 3 2.9 Compensation 3 2.10 Deferral Commitment 3 2.11 Deferral Period 3 2.12 Determi

Confidential Draft Registration Statement Submission No. 1 as confidentially submitted to the Securities and Exchange Commission on October 5, 2018

Table of Contents Confidential Draft Registration Statement Submission No. 1 as confidentially submitted to the Securities and Exchange Commission on October 5, 2018 Registration No. 337- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 VERICITY, INC. (Exact name of registrant as specified in its charter) Delaw

STANDBY STOCK PURCHASE AGREEMENT DATED AS OF OCTOBER 5, 2018 BY AND AMONG APEX HOLDCO L.P., VERICITY, INC., MEMBERS MUTUAL HOLDING COMPANY, FIDELITY LIFE ASSOCIATION

Exhibit 10.13 STANDBY STOCK PURCHASE AGREEMENT DATED AS OF OCTOBER 5, 2018 BY AND AMONG APEX HOLDCO L.P., VERICITY, INC., MEMBERS MUTUAL HOLDING COMPANY, AND FIDELITY LIFE ASSOCIATION Table of Contents Page ARTICLE I THE STANDBY PURCHASE 2 Section 1.1. Standby Purchase Commitment. 2 Section 1.2. Issuance of Members Mutual Shares to HoldCo. 3 Section 1.3. Closing. 3 Section 1.4. Post-Closing Govern

4 Tower Bridge • 200 Barr Harbor Drive • Suite 300 • West Conshohocken • PA 19428-2979 Phone (610) 832-1212 • Toll Free (800) 883-1212 • Fax (610) 832-5301 www.boenninginc.com • Member FINRA/ SIPC

Exhibit 99.6 April 13, 2018 Board of Directors Members Mutual Holding Company 8700 W. Bryn Mawr Ave. Chicago, IL 60631 Members of the Board: At your request, we hereby provide an opinion of the economic value of the subscription rights to be received by eligible policyholders of Members Mutual Holding Company (?MMHC? or the ?Company?) to purchase the common stock of Vericity, Inc. (the ?Issuer?).

PRO FORMA VALUATION APPRAISAL REPORT MEMBERS MUTUAL HOLDING COMPANY AS OF APRIL 11, 2018 4 Tower Bridge • 200 Barr Harbor Drive • Suite 300 • West Conshahacken • PA 19428-2979 phone (610) 832-1212 • toll free (800) 883-1212 • fax (610) 832-5301 www.b

EX-99.5 22 filename22.htm Exhibit 99.5 PRO FORMA VALUATION APPRAISAL REPORT OF MEMBERS MUTUAL HOLDING COMPANY AS OF APRIL 11, 2018 4 Tower Bridge • 200 Barr Harbor Drive • Suite 300 • West Conshahacken • PA 19428-2979 phone (610) 832-1212 • toll free (800) 883-1212 • fax (610) 832-5301 www.boenninginc.com • Member FINRA/SIPC April 11, 2018 Board of Directors Members Mutual Holding Company 8700 W.

AUTOMATIC COINSURANCE AGREEMENT (the “Agreement”) Effective: January 1, 2012 FIDELITY LIFE ASSOCIATION Chicago, ILLINOIS (the “Company”) HANNOVER LIFE REASSURANCE COMPANY OF AMERICA ORLANDO, FLORIDA (the “Reinsurer”) Treaty No. HA-FKLA-07/HA3351

Exhibit 10.5 AUTOMATIC COINSURANCE AGREEMENT (the ?Agreement?) Effective: January 1, 2012 between FIDELITY LIFE ASSOCIATION Chicago, ILLINOIS (the ?Company?) and HANNOVER LIFE REASSURANCE COMPANY OF AMERICA ORLANDO, FLORIDA (the ?Reinsurer?) Treaty No. HA-FKLA-07/HA3351 December 4, 2012 Table of Contents Article I Preamble 1 Article II Automatic Reinsurance 3 Article III Facultative Reinsurance 5

BY-LAWS VERICITY, INC. ARTICLE I

Exhibit 3.3 BY-LAWS OF VERICITY, INC. ARTICLE I OFFICES Section 1. The registered office of the corporation in the State of Delaware shall be in the City of Wilmington and County of New Castle. Section 2. The corporation may also have offices at such other places both within and without the State of Delaware as the board of directors may from time to time determine or the business of the corporati

FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VERICITY, INC.

Exhibit 3.2 FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF VERICITY, INC. Vericity, Inc. (the ?Corporation?), a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), hereby certifies that: 1. The present name of the Corporation is Vericity, Inc. 2. The Corporation?s original Certificate of Incorporation was filed with the Secretar

Subsidiaries Name of Subsidiary (1) State or Other Jurisdiction of Incorporation or Organization America Direct Insurance Agency, Inc. Illinois eCoverage.com, LLC Washington Efinancial, LLC Washington Fidelity Life Association Illinois iFramework, In

Exhibit 21.1 Subsidiaries Name of Subsidiary (1) State or Other Jurisdiction of Incorporation or Organization America Direct Insurance Agency, Inc. Illinois eCoverage.com, LLC Washington Efinancial, LLC Washington Fidelity Life Association Illinois iFramework, Inc. Washington LifeStory.com, LLC Washington Vericity Holdings, Inc. Delaware Members Holding Company Illinois (1) Reflects entities that

Locke Lord LLP 111 South Wacker Drive Chicago, Illinois 60515 October 5, 2018

Locke Lord LLP 111 South Wacker Drive Chicago, Illinois 60515 October 5, 2018 VIA EDGAR SUBMISSION United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.

INDEMNIFICATION AGREEMENT

Exhibit 10.4 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made and entered into as of , 2018, between Vericity, Inc., a Delaware corporation (the ?Company?), and (?Indemnitee?). WHEREAS, the Board of Directors of the Company (the ?Board? or ?Board of Directors?) has concluded that to retain and attract talented and experienced individuals to serve as directors and

INDEMNITY REINSURANCE AGREEMENT (TRANSITION BLOCK) by and between COMBINED INSURANCE COMPANY OF AMERICA (“REINSURER”) FIDELITY LIFE ASSOCIATION (“COMPANY”) Effective as of Coinsurance Effective Date INDEMNITY REINSURANCE AGREEMENT

Exhibit 10.7 INDEMNITY REINSURANCE AGREEMENT (TRANSITION BLOCK) by and between COMBINED INSURANCE COMPANY OF AMERICA (?REINSURER?) and FIDELITY LIFE ASSOCIATION (?COMPANY?) Effective as of Coinsurance Effective Date 1 INDEMNITY REINSURANCE AGREEMENT THIS INDEMNITY REINSURANCE AGREEMENT (the ?Agreement?), effective as of the Coinsurance Effective Date, is made and entered into by and between Fideli

AMENDED AND RESTATED REINSURANCE AGREEMENT Fidelity Life Association, A Legal Reserve Life Insurance Company Chicago, Illinois Hannover Life Reassurance Company of America Orlando, Florida Effective as of July 1, 2016

Exhibit 10.9 AMENDED AND RESTATED REINSURANCE AGREEMENT between Fidelity Life Association, A Legal Reserve Life Insurance Company Chicago, Illinois and Hannover Life Reassurance Company of America Orlando, Florida Effective as of July 1, 2016 HA-FKLA-08 TABLE OF CONTENTS ARTICLE I GENERAL PROVISIONS 4 ARTICLE II PREMIUMS 13 ARTICLE III ALLOWANCES 13 ARTICLE IV CLAIMS 13 ARTICLE V QUOTA SHARE ADJUS

LICENSE AGREEMENT

EX-10.8 14 filename14.htm Exhibit 10.8 LICENSE AGREEMENT This Agreement is made the 1st day of October, 2012, (“Effective Date”) by and between Fidelity Life Association, (hereinafter referred to as (“FLA” or “Licensor”), an Illinois insurance corporation, James Harkensee (hereinafter referred to as “Inventor”), an individual, both having a place of business at 8700 W. Bryn Mawr Avenue, Chicago, I

STATEMENT OF ACTUARIAL OPINION

Exhibit 99.7 July 31, 2018 One Pennsylvania Plaza 38th Floor New York, NY 10119 USA Tel +1 646 473 3000 Fax +1 646 473 3299 milliman.com The Board of Directors Members Mutual Holding Company 8700 W. Bryn Mawr Avenue, Ste 900S Chicago, IL 60631 Re: Plan of Conversion from Mutual Holding Company Form to Stock Form STATEMENT OF ACTUARIAL OPINION Subject of this Opinion Letter This opinion letter rela

Table of Contents Article 1 1.1 General 1.2 Scope of Coverage Article 2 2.1 Automatic Reinsurance 2.2 Facultative Reinsurance Article 3 3.1 Automatic Submissions 3.2 Facultative Submissions Article 4 4.1 Commencement of Automatic Reinsurance Liabilit

Exhibit 10.11 Reinsurance Agreement #I486326US-14 This Automatic Self Administered Coinsurance Reinsurance Agreement Effective February 21, 2014 (the ?Effective Date?), subject to Exhibit A (hereinafter referred to as the ?Agreement?) is made between Fidelity Life Association, A Legal Reserve Life Insurance Company an Illinois insurance company (hereinafter referred to as the ?Company?) and Swiss

[SIGNATURE PAGE FOLLOWS]

Exhibit 10.14 GUARANTY This Guaranty, dated as of October 5, 2018 (this ?Guaranty?), is made by J.C. Flowers IV L.P., a Cayman Islands exempted limited partnership (the ?Guarantor?) in favor of Members Mutual Holding Company, an Illinois mutual insurance holding company (?Members Mutual?) and Vericity, Inc., a Delaware corporation (?HoldCo?). Reference is hereby made to the Standby Stock Purchase