VR-IA-4035(2017)(B) 4a

This Contract, and any attached application, amendments, Riders or Endorsements, constitute the entire contract between you and us. It is issued in consideration of the Initial Premium.

Distributions of Accumulation Value under this Stretch Annuity Section are otherwise subject to the normal operation of the terms and conditions of this Contract and any attached Endorsements, including Surrender Charges and value adjustments, as applicable.

Attached to [Schedule 4.12(a)(i)] are correct and complete copies of the following financial statements (collectively, the “Consolidated Financial Statements”): # the consolidated unaudited balance sheet of the Business as of ​ and 2018, and the related statements of income for each of the fiscal years then ended; and # the consolidated unaudited balance sheet of the Business as of ​, and the related statements of income for the six (6) month period then ended. The Consolidated Financial Statements # present fairly the financial position and results of operations of the Business as of and for the periods ended on the dates designated therein, all in accordance with U.S. GAAP, except as set forth on [Schedule 4.12(a)(ii)], (y) were prepared from the Records of the Business and in accordance with U.S. GAAP consistently applied throughout the periods involved, except as set forth on [Schedule 4.12(a)(ii)]; and # were prepared from, and are consistent in all material respects with, the financial statements prepared and used by the Business (and the Sellers and their Affiliates) in the ordinary course of business prior to the date of this Agreement in managing the Business and measuring and reporting the Business’ operating results.

Attached to [Schedule 4.12(b)] are correct and complete copies of the following financial statements (collectively, the “Mexico Financial Statements”): # the audited balance sheet of Janesville Mexico as of ​ and 2018, and the related statements of income and cash flows for each of the fiscal years then ended; # the audited balance sheet of Servicios as of ​ and 2018, and the related statements of income and cash flows for each of the fiscal years then ended; # the unaudited balance sheet of Janesville Mexico as of ​, and the related statement of income for the six (6) month period then ended; and # the unaudited balance sheet of Servicios as of ​, and the related statement of income for the seven (7) month period then ended. The Mexico Financial Statements # present fairly the financial position and results of operations of Janesville Mexico and Servicios, as applicable, as of and for the periods ended on the dates designated therein, all in accordance with Mexico NIFs, # were prepared from the Records of Janesville Mexico and Servicios, as applicable, and in accordance with Mexico NIFs consistently applied throughout the periods involved; and # were prepared from, and are consistent in all material respects with, the financial statements prepared and used by the Business (and the Sellers and their Affiliates) in the ordinary course of business prior to the date of this Agreement in managing Janesville Mexico and Servicios, as applicable, and measuring and reporting Janesville Mexico’s and Servicios’, as applicable, operating results.

“Reinsured Policies” shall mean # all annuity contracts issued by the ​ at and following the Effective Time under the product names identified on [Schedule I]-1 attached hereto (“Flow Business Reinsured Policies”) and # from and after the Effective Time, the In-Force Block, in each case, including any amendments, riders or endorsements attached thereto disclosed in writing prior to the Closing Date or specifically approved by the ​ and any Supplementary Contract or policies issued in connection with any settlement option or annuitization thereof issued by the ​ prior to, at or following the Effective Time; provided, that # “Reinsured Policies” shall not include any such contracts or any such amendments, riders or endorsements issued on or after the earlier to occur of # the date this Agreement is terminated as to the reinsurance of new Reinsured Policies in accordance with [Section 11.02], or # the Recapture Effective Date, and # Reinsured Policies described in [Section 18.22] shall be reinsured under this Agreement as of the date on which the conditions set forth in such section are satisfied after the Closing Date.

This Agreement constitutes the entire understanding and agreement between the Corporation and Employee with regard to all matters herein. There are no other agreements, conditions or representations, oral or written, express or implied, with regard thereto. This agreement may be amended only in writing signed by both parties hereto.

BioThrax Contract. Within thirty (30) days after the Closing Date (or such later date as agreed to by the Administrative Agent in its sole discretion), the Borrower shall deliver to the Administrative Agent assignments and notices of assignment to be submitted to the appropriate Governmental Authority as required to comply with the Federal Assignment of Claims Act of 1940 with respect to the BioThrax Contract pursuant to [Section 8.12(e)] of the Credit Agreement.

No Employment Contract. Nothing contained in this Notice shall confer upon Grantee any right with respect to continuance of employment by the Company and its subsidiaries, nor limit or affect in any manner the right of the Company and its subsidiaries to terminate Grantee’s employment or adjust Grantee’s compensation.

Proper Contract Documentation. Upon the reasonable request of Agent, not less than ten days after the date on which any new Contracts are tendered to Agent for inclusion in the Collateral (or within 30 days after a Contract becomes a Reconveyed Contract (other than a Permitted Facility Reconveyed Contract), if such Contract continues to be such a Reconveyed Contract at such time), Borrowers shall have: