Reinsurance Binder Agreement between Hartford Life Insurance Company and Hartford Life and Annuity Insurance Company, as cedants, and Hartford Holdings, Inc. and Hopmeadow Acquisition, Inc. and Commonwealth Annuity and Life Insurance Company dated December 3, 2017

This Binder is intended to set forth the obligations of HLIC, HLAIC and the Reinsurer with respect to the Reinsurance Documents prior to execution thereof. Capitalized terms used in this Binder and not otherwise defined herein shall have the meanings ascribed thereto in the applicable Reinsurance Agreement.

Upon receipt by the Reinsurer of (a) evidence reasonably satisfactory to the Reinsurer of the written approval by the Connecticut Insurance Department of Buyer’s “Form A” filing relating to the transactions contemplated under the Stock and Asset Purchase Agreement (the “CT Approval”), without any conditions, modifications or limitations with respect to the Reinsurance Documents, in the forms attached hereto, except for any such conditions, modifications or limitations that (i) individually and in the aggregate, would have an impact on the Reinsurer that is either insignificant or not adverse (in each case as determined by the Reinsurer in good faith and reasonably taking into account the economic and accounting impact of such condition, modification or limitation on the Reinsurer), (ii) would result in a change in the Reinsurer’s Quota Share to an amount not less than 65% with respect to the standard life contingent structured settlements and 75% with respect to all other business or (iii) would result in a change to any provision of the Reinsurance Documents relating to any retrocession arrangement (any changes to the Reinsurance Documents other than those described in (i), (ii) and (iii) above, “Reinsurer Adverse Changes”), and (b)(i) a certificate duly executed by a senior executive of Buyer, substantially in the form attached hereto as Exhibit E, (ii) a certificate duly executed by a senior executive of HLIC, substantially in the form attached hereto as Exhibit F-1, (iii) a certificate duly executed by a senior executive of HLAIC, substantially in the form attached hereto as Exhibit F-2, and (c) written confirmation from Seller that the closing under the Stock and Asset Purchase Agreement has occurred, each of HLIC, HLAIC and the Reinsurer shall, prior to 9:00 a.m. New York time on the first Business Day following the closing under the Stock and Asset Purchase Agreement, (A) execute and deliver each of the Reinsurance Agreements in the form attached hereto, subject only to (1) any revisions to the lists attached as Annex A-1 and Annex B-1 of each of the Reinsurance Agreements (collectively, the “Asset Lists”) required in accordance with Section 9 hereof, (2) any changes required by the Connecticut Insurance Department that would not result in an Reinsurer Adverse Change and any changes required by the Massachusetts Division of Insurance, (3) any changes to which the Reinsurer, HLIC and Buyer agree and (4) the addition of the applicable date of execution, and (B) execute and deliver each of the Trust Agreements, and cause the Trustee to execute and deliver each of the Trust Agreement, in the forms attached hereto, subject only to any changes as described in (1) through (4) above or any corresponding changes related to changes in the Reinsurance

If the Closing will occur and on the day of the Closing (a) all conditions precedent to the closing of the Retrocession Trust Agreement, the form of which is attached as Exhibit G (the “Retrocession Trust Agreement”) and the Retrocession Agreement referenced therein are satisfied (as certified in writing by the Reinsurer), and (b) the Reinsurer and the Retrocessionaire are ready, willing and able to execute and deliver the Retrocession Agreement and Retrocession Trust Agreement and to perform their respective obligations thereunder to be performed at the closing thereof, then HLIC and HLAIC shall, upon the written request of the Reinsurer (provided that written request is delivered to HLIC and HLAIC not later than three (3) Business Days prior to the intended date of the Closing), execute and deliver the Retrocession Trust Agreement in the form attached as Exhibit G, together with any conditions, modifications or limitations with respect to such form that, individually and in the aggregate, would have an impact on HLIC or HLAIC that is either insignificant or not adverse (in each case as determined by HLIC or HLAIC, as applicable, in good faith and reasonably taking into account the economic and accounting impact of

Each of the parties shall (a) execute and deliver, or cause to be executed and delivered, any documents necessary, proper or advisable to consummate and make effective the transactions contemplated under this Binder, (b) (i) refrain from taking any actions that would reasonably be expected to impair, delay or impede the Closing and (ii) not in limitation of any other provision of this Binder, use reasonable best efforts to cause all the conditions to the obligations of the parties to consummate the transactions contemplated by this Binder to be met as soon as reasonably practicable, and (iii) cooperate in good faith to facilitate an orderly Closing; provided, however, that the Reinsurer acknowledges and agrees that nothing set forth in this Section 4 shall (A) obligate the parties hereto to effect the Closing, or obligate the parties to the Stock and Asset Purchase Agreement to close the transactions contemplated thereby, prior to January 3, 2018, (B) prevent Buyer from amending, modifying, terminating, waiving or otherwise supplementing, without the Reinsurer’s prior written consent, any obligation, breach or condition set forth in the Stock and Asset Purchase Agreement other than any Reinsured Business Fundamental Representation or any Reinsured Business Pre-Closing Covenant (each as defined below) to the extent that they would reasonably be expected, individually or in the aggregate, to adversely affect in any material respect the Reinsured Contracts or the Covered Liabilities, or (C) require the Reinsurer to accept any condition, modification or limitation with respect to the Reinsurance Documents other than any such condition, modification or limitation that the Reinsurer is expressly required to accept hereunder. For the avoidance of doubt, nothing in this Section 4 shall require a party to waive, or restrict the exercise of, any of such party’s rights under the Stock and Asset Purchase Agreement or this Binder, including receipt of the deliverables contemplated by Section 2.

Subject to the Stock and Asset Purchase Agreement, Buyer, HLIC, HLAIC and the Reinsurer shall cooperate in good faith, and cause their Affiliates to cooperate in good faith, as appropriate to carry out the provisions of this Binder.

Buyer shall use reasonable best efforts to promptly notify the Reinsurer of any material communication and provide the Reinsurer with copies thereof if such communication is in writing, delivered by it or its Affiliates or Representatives, received from Seller or any of its Affiliates or Representatives, or received from the Connecticut Insurance Department, in each case to the extent (a) affecting the status or the terms of the transactions contemplated

Buyer shall keep the Reinsurer reasonably apprised of the status of the matters relating to the completion of the transactions contemplated by the Stock and Asset Purchase Agreement. On the date of the closing under the Stock and Asset Purchase Agreement (such date, the “SAPA Closing Date”) but before the Closing (as defined in the Stock and Asset Purchase Agreement), and following the receipt by the Reinsurer of the deliverables required to be provided to the Reinsurer under Sections 2(a) and 2(b), the Reinsurer shall deliver to Buyer and Seller the Specified Third-Party Reinsurer Certificate (as defined in the Stock and Asset Purchase Agreement), dated as of the Closing Date (as defined in the Stock and Asset Purchase Agreement) in the form attached hereto as Exhibit H.

Buyer shall not amend, modify, terminate, waive or otherwise supplement any of the Reinsured Business Fundamental Representations or Reinsured Business Pre-Closing Covenants, or consent to any of the foregoing, without first obtaining the Reinsurer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer shall request any such consent in writing, and such consent of the Reinsurer shall be deemed to have been given if the Reinsurer shall not have delivered to Buyer written notice of its rejection of the request for consent within five (5) Business Days of receiving such written request. As used herein, “Reinsured Business Fundamental Representations” means the representations and warranties set forth in Sections 5.03, 5.04, 5.05, 5.06, 5.07, 5.08, 5.15, 5.16, 5.18 and 5.25 of the Stock and Asset Purchase Agreement, each to the extent relating to the Reinsured Contracts and the Covered Liabilities (each as defined in the Reinsurance Agreements). As used herein, “Reinsured Business Pre-Closing Covenants” means the covenants in the Stock and Asset Purchase Agreement set forth on Annex B, to the extent such covenants affect in any material respect the Reinsured Contracts or the Covered Liabilities. From and following the closing under the Stock and Asset Purchase Agreement until the Closing under this Binder, HLIC and HLAIC shall not, and Buyer shall not and shall cause HLIC and HLAIC not to, take any action that would have constituted a breach of any of the Reinsured Business Pre-Closing Covenants had such action been taken prior to the closing under the Stock and Asset Purchase Agreement and such provisions applied, mutatis mutandis, to HLIC, HLAIC and Buyer.

The Transferred Assets for each of the Reinsurance Agreements shall be those listed on the Asset Lists for such Reinsurance Agreements, as such lists shall be modified by the parties hereto in accordance with the Asset Protocol attached as Annex A hereto. The Asset Lists, as so modified, will provide the content for the final Annex A-1 and Annex B-1 to such Reinsurance Agreement upon the execution and delivery thereof at the Closing. Twenty (20) Business Days prior to the anticipated date of the Closing, Buyer, after conferring with

This Binder shall terminate immediately following the execution in full of the last executed Reinsurance Document.

Any party may terminate this Binder if the consummation of the transactions contemplated hereby has not occurred by the first Business Day following the Outside Date, as defined in the Stock and Asset Purchase Agreement, including any extension thereof, unless the failure of such consummation to occur by such date arises out of, or results from, the failure of such party (or any of its Affiliates) seeking to terminate this Binder to perform each of its obligations under this Binder required to be performed by it at, on or prior to such date.

Any party hereto may terminate this Binder in the event of the issuance of a final, nonappealable order restraining or prohibiting the consummation of the transactions contemplated hereby. In such event, this Binder will become null and void, there shall be no liability on the part of any party to any other hereunder, and the parties hereby waive and release any and all claims arising out of or relating to such termination of this Binder.

Buyer may terminate this Binder by providing written notice to the Reinsurer (with a copy to Seller) at any time prior to the Closing if (a) there has been a material breach of any of the covenants or agreements of the Reinsurer contained in this Binder, or (b) the representations and warranties of the Reinsurer contained in Section 16 of this Binder shall not have been true and correct as of the date hereof, or such representations and warranties shall cease to be so true and correct prior to the Closing, as if made on such date on or prior to the Closing; provided, that such material breach of such covenants and agreements, or such failure of such representations and warranties to be true and correct, cannot be cured prior to the Closing or has not been cured within sixty (60) days following the receipt of written notice thereof by the Reinsurer. Any such termination shall be without prejudice to the rights of Buyer, HLIC or HLAIC against the Reinsurer for any breach of any of the terms or conditions of this Binder by the Reinsurer, provided, however, that, in connection with any such termination of this Binder, the non-breaching parties shall not be liable for any Losses in connection with a termination pursuant to this Section 13 and in no event shall Buyer, HLIC or HLAIC be entitled to recover for any of its Losses arising out of or relating to any such breach in an amount in excess of the reasonably documented out-of-pocket costs

The Reinsurer may terminate this Binder by providing written notice to Buyer, Seller, HLIC and HLAIC at any time prior to the Closing if (a) there has been a material breach of the covenants and agreements of Buyer, HLIC and HLAIC contained in this Binder, or (b) the representations and warranties of Buyer, HLIC or HLAIC contained in Section 16 of this Binder shall not have been true and correct as of the date hereof, or such representations and warranties shall cease to be so true and correct prior to the Closing, as if made on such date on or prior to the Closing; provided, that such material breach of such covenants and agreements, or such failure of such representations and warranties to be true and correct, cannot be cured prior to the Closing or has not been cured within sixty (60) days following the receipt of written notice thereof by Buyer, HLIC or HLAIC, as the case may be. In the event such termination is due to a breach of any of the terms or conditions of this Binder (i) by HLIC, such termination shall be without prejudice to the rights of the Reinsurer to recover from HLIC any Losses arising out of or relating to such breach by HLIC, (ii) by HLAIC, such termination shall be without prejudice to the right of the Reinsurer to recover from HLAIC any Losses arising out of or relating to any such breach by HLAIC or (iii) by Buyer, such termination shall be without prejudice to the rights of the Reinsurer to recover from Buyer any Losses arising out of or relating to such breach by Buyer, provided, however, that, in any case, the non-breaching party shall not be liable for any Losses in connection with a termination pursuant to this Section 14 and in no event shall the aggregate amount so recoverable from HLIC, HLAIC and Buyer (determined severally and not jointly) exceed the reasonably documented out-of-pocket costs and expenses (including reasonably documented fees, charges and disbursements of its legal and actuarial advisors), incurred by the Reinsurer in connection with the preparation, documenting and negotiation of this Binder, the Reinsurance Documents, the Retrocession Agreement, the Retrocession Trust Agreement and the transactions contemplated hereby and thereby, together with the Losses incurred by the Reinsurer in the successful enforcement of this indemnity; provided, further, that if HLIC, HLAIC and/or Buyer, as the case may be, successfully defends such claim for indemnification, then the Reinsurer shall reimburse such party or parties for its or their reasonably documented out-of-pocket costs and expenses (including reasonably documented fees, charges and disbursements of its legal and actuarial advisors) incurred in such defense.

Any party may terminate this Binder upon the termination of the Stock and Asset Purchase Agreement. In such event, this Binder will become null and void, there shall be no liability

Each party hereto represents and warrants to the other parties hereto that (a) such party is duly organized and validly existing under the laws of its jurisdiction of its incorporation or formation, and has full corporate or other organizational power and authority to enter into this Binder and to perform its obligations hereunder; (b) such party is duly authorized to execute and deliver this Binder and to perform its obligations hereunder, and the person or persons executing this Binder on its behalf have been duly authorized to do so by all requisite corporate or other organizational action; and (c) assuming the due execution and delivery of this Binder by the other parties hereto, this Binder is valid and legally binding upon such party and enforceable against it in accordance with the terms hereof, and does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor, assuming receipt of all regulatory approvals contemplated by the Stock and Asset Purchase Agreement and the Reinsurance Documents, violate any material law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it.

The Reinsurer (and the Retrocessionaire) shall be deemed to be a “Representative” of Buyer for purposes of access and examination of books, records and other information relating to the Reinsured Contracts or the Covered Liabilities available to or accessible by Buyer pursuant to the Stock and Asset Purchase Agreement, and Buyer shall use its reasonable best efforts to enforce such access and examination rights afforded to it and its Representatives (including the Reinsurer) pursuant thereto.

From and after the date hereof until the earlier of the Closing date and the termination of this Binder, (a) HLIC and HLAIC shall continue to provide the Reinsurer with access to the Project Cotton/Harvest virtual data room to the extent relating to the Reinsured Contracts or the Covered Liabilities, including as such virtual data room is updated with new documents or other information posted to it from time to time, if such data room continues to be maintained, (b) Buyer shall deliver to the Reinsurer a copy of all material reports, statements, notices and other information received from Seller, HLIC or HLAIC whether pursuant to the Stock and Asset Purchase Agreement or otherwise, to the extent affecting the Reinsured Contracts or the Covered Liabilities, (c) Buyer shall deliver to the Reinsurer a copy of all material reports, statements, notices and other information as Buyer or its Affiliates shall have furnished to Seller, HLIC or HLAIC whether pursuant to the Stock and Asset Purchase Agreement or otherwise, to the extent affecting the Reinsured Contracts or the Covered Liabilities and (d) HLIC, HLAIC and Buyer shall deliver or cause to be delivered to the Reinsurer such information as is otherwise reasonably requested by the Reinsurer from time to time to the extent relating to or affecting the Reinsured Contracts or the Covered Liabilities. 

(a) Each of the parties hereto agrees, on behalf of itself and its Affiliates, that during the period beginning on the date hereof and ending on the earlier of (i) the Closing and (ii) the date of termination of this Binder, if the Closing has not occurred (“Exclusivity Period”) it shall not, and shall cause its Affiliates and Representatives to not, directly or indirectly:

At all times at or before the Closing, HLIC, HLAIC, Buyer and the Reinsurer will each consult with the other before issuing or making any reports, statements or releases to the public with respect to this Binder or the transactions contemplated hereby, or any other Confidential Information obtained from the other parties in connection with the transactions contemplated by this Binder, and will use good faith efforts to obtain the other parties’ approval of the form, content and timing of any public report, statement or release to be made solely on behalf of a party. If HLIC, HLAIC, Buyer and the Reinsurer are unable to agree upon or approve the form, content and timing of any such public report, statement or release and such report, statement or release is, in the opinion of outside legal counsel to the party, required by Applicable Law, then such party may, subject to this Section 20, make or issue the legally required report, statement or release. At all times at or before the Closing, each of HLIC, HLAIC, Buyer and the Reinsurer shall not, and shall cause their Affiliates and their respective representatives not to, use for its or their own benefit or divulge or convey to any third party, any Confidential Information; provided, however, that none of HLIC, HLAIC, Buyer or the Reinsurer will be prohibited from disclosing such Confidential Information described in this Section 20 (a) to its intended retrocessionaires or hedge or other risk mitigation counterparties in connection with its retrocession or hedging of all or a portion of the risks to be ceded pursuant to the Reinsurance Agreements, so long as any such retrocessionaires or hedge counterparties are bound to confidentiality obligations in respect thereof that are at least as restrictive as those contained herein, (b) to its and its Affiliates’ directors, officers and employees who have a need for such information in the conduct of its business (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential), (c) as might be necessary, during the course of external audits, (d) to the extent it is required to disclose any such information in its statutory filings, (e) other than with respect to nonpublic personal information, to the extent it is required to provide such information to any rating agency, (f) as required by Applicable Law or any order, request, requirement, inquiry or subpoena by any Governmental Authority, (g) with respect to litigation or potential litigation, claims for indemnification, performance under this Binder, and tax compliance. For purposes of this Section 20, “Confidential Information” consists of all non-public information and data relating to the other parties to this Binder (other than data or information that is or becomes available to the public other than as a result of a breach of this Section 20) and nonpublic personal contract holder information which includes, but is not limited to, health information, financial information and other information provided by either Buyer, HLIC or HLAIC to the Reinsurer prior to the Closing or termination of this Binder. If the disclosing party is required by Applicable Law to make a filing with a regulator, the disclosing party will (i) use its reasonable best efforts to notify

The parties acknowledge that, on the date hereof, (a) HLIC and the Trustee have executed and delivered a custody agreement, a copy of which is attached hereto as Exhibit I-1 (the “HLIC Custody Agreement”) and (b) HLAIC and the Trustee have executed and delivered a custody agreement, a copy of which is attached hereto as Exhibit I-2 (the “HLAIC Custody Agreement” and, together with the HLIC Custody Agreement, the “Custody Agreements” and each a “Custody Agreement”). The parties acknowledge that such Custody Agreements are being executed in order to allow HLIC and HLAIC, as applicable, to deliver certain documents to the Trustee for its review and to hold in escrow until the Closing (as defined below) under this Binder; provided, however that HLIC and HLAIC, as applicable, shall deliver such documents no later than six (6) Business Days prior to intended date of Closing. The parties agree that should this Binder be terminated between the date hereof and the date of the Closing, HLIC and HLAIC may require such documents to be returned to it from the Trustee in accordance with the terms of the applicable Custody Agreement.

Each of the parties hereto acknowledges and agrees that Seller is an express third-party beneficiary of this Binder, with all of the same rights as Buyer, HLIC and HLAIC. Except for Seller, there shall be no third-party beneficiaries of this Binder.

This Binder may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one agreement.

In consideration of the mutual covenants and agreements contained herein, each party does hereby agree that this Binder, and each and every provision hereof, is and shall be enforceable by and between them according to its terms, and each party does hereby agree that it shall not contest in any respect the validity or enforceability of this Binder.

Each of the parties hereto acknowledges and agrees that the other parties would be irreparably damaged in the event that any of the covenants, obligations or other provisions contained in this Binder are not performed or complied with in accordance with their specific terms or were otherwise breached, violated or unfulfilled. Accordingly, each of the parties agrees that the other parties shall be entitled to seek an injunction or injunctions to prevent or cure noncompliance with, or breaches or violations of, the provisions of this Binder by the other parties hereto and to seek to enforce specifically this Binder and the terms and provisions hereof, in each case in addition to any other remedy to which such parties may be entitled, at law or in equity. In the event that any party hereto seeks such an injunction, such party will not be required to provide any bond or furnish other security in connection any such injunction. In the event that any action is brought in equity to enforce the provisions of this Binder, no party will allege, and each party hereby waives the defense or counterclaim, that there is an adequate remedy at law.

This Binder shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to provisions thereof regarding conflict of laws.

(a)    Each of the parties hereto irrevocably and unconditionally submits for itself and its property in any Action arising out of or relating to this Binder, the transactions contemplated by this Binder, the formation, breach, termination or validity of this Binder or the recognition and enforcement of any judgment in respect of this Binder, to the exclusive jurisdiction of the courts of the State of New York sitting in the County of New York, the federal courts for the Southern District of New York, and appellate courts having jurisdiction of appeals from any of the foregoing, and all claims in respect of any such Action shall be heard and determined in such New York courts or, to the extent permitted by Law, in such federal court.

EACH OF THE PARTIES HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS BINDER OR THE TRANSACTIONS CONTEMPLATED BY THIS BINDER. EACH OF THE PARTIES HEREBY (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTIES HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER

No provision of this Binder may be amended, supplemented or modified except by a written instrument signed by all the parties hereto.

The headings contained in this Binder are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Binder. For the purposes of this Binder: (a) words (including capitalized terms defined herein) in the singular shall be held to include the plural and vice versa and words (including capitalized terms defined herein) of one gender shall be held to include the other gender as the context requires; (b) the terms “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Binder as a whole (including all of the exhibits) and not to any particular provision of this Binder, and Section references are to the Sections of this Binder, unless otherwise specified; and (c) the word “including” and words of similar import when used in this Binder shall mean “including, without limitation”.

Assets sold under the normal business operations and portfolio management of HLIC or HLAIC.

Bonds called by their issuer.

Assets that are encumbered and unable to be transferred to the Reinsurer. For the avoidance of doubt, assets that are encumbered will not include assets that are posted as collateral for derivatives.

Market value to book value ratio as of December 31, 2016;

Weighted Average Life;

Ratings and sector distribution; and

Tax attributes.

Limited partnerships including investments in hedge funds, private equity or other similar limited partnerships;

Other equity investments; or

Derivatives.