JOINDER TO VOTING AGREEMENT - Form 6-K

JOINDER TO VOTING AGREEMENT

This Joinder ("Joinder"), dated as of December 21, 2023, to the Voting Agreement, dated as of July 4, 2023, by and among American Equity Investment Life Holding Company, an Iowa corporation (the "Company"), Freestone Re Ltd., an exempted company established under the laws of Bermuda ("Freestone Re") and North End Re (Cayman) SPC, a Cayman segregated portfolio company ("North End Re") (as amended, restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the "Voting Agreement") is being delivered by American National Group, LLC ("ANAT") and BAM Re Holdings Ltd. ("BAM Re Holdings"; together with ANAT, each, a "Joining Party" and, together, the "Joining Parties") to each party to the Voting Agreement. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Voting Agreement.

WHEREAS, Freestone Re desires to Transfer 3,857,184 Subject Shares, which represents 100% of its Subject Shares, to ANAT, an affiliate of Freestone Re;

WHEREAS, North End Re desires to Transfer 12,028,979 Subject Shares, which represents 100% of its Subject Shares, to BAM Re Holdings, an affiliate of North End Re; and

WHEREAS, Section 3(c) of the Voting Agreement provides that a Stockholder may not Transfer any Subject Shares to any person, unless prior to any such Transfer the transferee of such Subject Shares agrees to become a party to the Voting Agreement pursuant to a customary joinder agreement.

NOW, THEREFORE, in consideration of the premises and the mutual promises contained herein, each Joining Party, intending to be legally bound, hereby agrees as follows:

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IN WITNESS WHEREOF, the undersigned have executed this Joinder as of December 21, 2023.