Exhibit 99.1
TRANSFER AGREEMENT
This Transfer Agreement made this
13th day of October, 2023, between Jay Jackson, Todd Sean McNealy, Kevin Scott Kirby, and Matthew A. Ganovsky (each a Transferor and together the Transferors) and East Sponsor, LLC, a limited liability company existing under the
laws of the State of Delaware (Transferee and together with the Transferors, each a Party and collectively the Parties).
RECITALS
WHEREAS, each
Transferor is the record owner of 13,293,750 shares of Abacus Life, Inc. (the Company); and
WHEREAS, each Transferor received
his shares in the Company as a result of the closing of the transactions contemplated by the Agreement and Plan of Merger, dated as of August 30, 2022, as amended on October 14, 2022 and April 20, 2023, by and among the Company
(formerly known as East Resources Acquisition Company), LMA Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company, Abacus Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of
the Company, Longevity Market Assets, LLC, a Florida limited liability company, and Abacus Settlements, LLC, a Florida limited liability company (the Merger Agreement); and
WHEREAS, each Transferor and the Transferee agree that the ultimate allocation of shares under the Merger Agreement did not conform to the
intended allocation agreed on between the parties to the Merger Agreement; and
WHEREAS, each Transferor is willing to transfer to
Transferee 700,500 shares of common stock of the Company (Transfer Shares) in order to reflect the intended allocation of shares following the closing of the transactions contemplated by the Merger Agreement; and
WHEREAS, the independent directors of the Company have considered and duly approved the proposed transfer of the Transfer Shares as
contemplated herein.
IT IS THEREFORE AGREED:
1. Transferors Representations and Warranties. Each Transferor, severally and not jointly, represents and warrants to the
Transferee as follows:
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a) |
Title to Transfer Shares. The Transferor is the owner, free and clear of any encumbrances of the
Transfer Shares owned by him and is not subject to any chattel mortgage, pledge, lien, encumbrance, security interest or charge. |