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    ☐

Payment of Filing Fee (Check the appropriate box):

2900 South 70th Street, Suite 400
Lincoln, Nebraska 68506

PRELIMINARY – SUBJECT TO COMPLETION

___, 2018

Fellow Shareholders,

Included in this package you will find a Notice of our Annual Meeting of Shareholders to be held on November 13, 2018, and related proxy statement and proxy card. Please read the proxy statement carefully and cast your votes. Also included for your information is our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2017.

For the past two years, we have shared with you our need for capital and the ongoing search for a capital partner. For the past 18 months, we accelerated that search as the need for additional capital became critical. Since 2015, we held numerous meetings and telephone conferences with potential investors. For a variety of reasons, ranging from size to deal structure, we were unable to find a suitable capital provider.

In late 2017, the capital levels of American Life & Security Corp. reached critically low levels. We coinsured approximately 40% of our in-force life insurance business to another carrier to preserve capital and to monetize $1.85 million of embedded profit in the business and secured time to continue the search for new capital. Additionally, since October 2015 we took steps to lower overhead, such as reducing home office personnel significantly. Despite these actions, we were not able to achieve a balance between new business production and overhead required to maintain existing operations at break even levels.

Fortunately, we were successful in finding a capital partner that shares many of our core beliefs and goals — wanting to build a life insurance company in Nebraska, seeing an opportunity to build scale using the administrative platform and personnel we had developed, and at the same time, seeking long-term success of the Company. Xenith Holdings, LLC, a New York based investment company formed by two individuals with backgrounds in investment banking, reinsurance and asset management, A. Michael Salem and Michael Minnich, was introduced to us in November 2017. Over the course of the next several months, a structure was negotiated that would re-capitalize the Company, as well as bring effective technology and market-focused products that could enable American Life to seek to be a dynamic, agile life insurance company offering products domestically through marketing organizations. Since June 2018, we have been working to execute that strategy. The initial investment brought $2.1 million of new capital at a June closing, with the right to invest an additional $22.9 million once additional shares of our voting common stock are authorized.

Through a combination of market-focused products, capable reinsurance partners to minimize the strain on overhead, and technology that allows both rapid product introduction and streamlined back-office processing, we believe Midwest has a business plan to achieve profitable operations and long-term growth.

We expect that our initial product will be a “MYGA”, a Multi-Year Guaranteed Annuity. It will provide a fixed-term annuity with a competitive market interest rate that is now in demand across the United States. We believe we can use this product to establish a foothold with established marketing organizations to write enough business and cash flow over the next 24 months to meet our overhead levels and hopefully achieve profits. As market conditions merit, we expect there will be additional products, both life and annuity, in the pipeline.

On behalf of our Board of Directors, we thank all of you for your support and patience. We know that many of you have been investors for a number of years, and like all investors, want to see your investment grow. While nothing is guaranteed, there is genuine excitement on the part of all involved that this fresh start will push Midwest over the hump towards building a growing, profitable company.

WE APPRECIATE YOU!!!

Regards,

Mark A. Oliver, Chairman and Chief Executive Officer

2900 South 70th Street, Suite 400
Lincoln, Nebraska 68506

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on Tuesday, November 13, 2018,Thursday,  June [    ],  2020, at 10:00 a.m.,  CentralEastern Time

To the Shareholders of Midwest Holding Inc.:

NOTICE IS HEREBY GIVEN that thean Annual Meeting of Shareholders of Midwest Holding Inc., a Nebraska corporation (“Midwest”Midwest,”  the “Company,” “we” or “our”), will be held on Tuesday, November 13, 2018,Thursday,  June [    ],  2020, at 10:00 a.m. CentralEastern Time at The Convene, Sunrise Boardroom, 27th Floor, 730 Third Ave., New York, NY 10017 for the following purposes:

1.To consider and act upon a proposal to amend the Company’s Amended and Restated Articles of Incorporation to (i) change its authorized capital stock to 22,000,000 shares of common stock, $0.001 par value (“Common Stock”),  of which 20,000,000 shares shall be voting common stock (“Voting Common Stock) and 2,000,000 shares shall be nonvoting common stock (“Nonvoting Stock”), and 2,000,000 shares of preferred stock, $0.001 par value (“Preferred Stock); and (ii) to effect a reverse split of the Company’s existing voting common stock, $0.001 par value (“Existing Common Stock”) at a ratio of  500 shares of Existing Common Stock for one share of Voting Common Stock and the payment of cash for any fractional shares resulting from the reverse split.

2.To consider and act upon a proposal to reincorporate the Company from the State of Nebraska to the State of Delaware.

3.To consider and act upon a proposal to amend the Company’s Amended and Restated Articles of Incorporation to divide the Board of Directors into three classes of directors with staggered three- year terms.

4.To elect seven members of the Board of Directors to serve for terms of one, two or three years if Proposal 3 to create a staggered Board of Directors is approved, or to elect the same individuals as directors to serve until the next annual meeting of the shareholders if Proposal 3 is not approved.

5.To ratify the appointment of Mazars US LLP as our independent registered public accounting firm for 2020.

6.To transact such other business as may properly come before the Annual Meeting or to approve any postponements or adjournment(s) thereof.

Our Board of Directors has fixed the close of business on September 28, 2018May [    ],  2020 as the record date for the determination of shareholders entitled to receive notice of and to vote at the Annual Meeting or any adjournment thereof. Shares of Midwest voting common stockMidwest’s  Existing Common Stock may be voted on at the Annual Meeting only if the holder is present at the Annual Meeting in person or by valid proxy.

Whether or notWe cordially invite you to attend the Annual Meeting. To ensure you representation at the meeting, please vote promptly even if you plan to attend the Annual Meeting,meeting. Voting now will not prevent you from voting in person at the meeting if you are urgeda shareholder of record and wish to mark, date, and sign the enclosed proxy card and return it promptly so that your vote can be recorded. Alternatively, you may vote by telephone or on the internet. Instructions for voting by telephone or online are included on the enclosed proxy card.do so.

Our Board of Directors recommends that you voteFOR(i) the electionapproval and adoption of the eight nomineesproposed amendment to ourthe Company’s Amended and Restated Articles of Incorporation to change the number of shares of the Company’s  capital stock as described in proposal 1 above and to effect a 500 for one reverse split of the Existing Common Stock;  (ii) approval and adoption of the proposal to reincorporate the Company from the State of Nebraska to the State of Delaware; (iii) approval and adoption of the proposal to divide the Company’s  Board of Directors named in this proxy statement; (ii)into three classes with staggered three year terms; (iv) to elect seven directors to serve one, two or three year terms or elect the increase in Midwest’s authorized capitalization provided insame individuals to serve until the next annual meeting of shareholders if Proposal 23 is not approved; (v) to ratify the appointment of Mazars

US LLP as our registered independent  public  accounting firm for 2020 and (iii) the authorization(vi) to adjourn the meeting, if necessary or advisable.

If you are present attransact such other business as may come before the Annual Meeting and desire to do so, you may revoke your proxy and vote in person.postpone or adjourn the Annual Meeting, if necessary or advisable.

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS

PRELIMINARY—SUBJECT TO COMPLETION

MIDWEST HOLDING INC.

2900 South 70th Street, Suite 400

Lincoln, Nebraska 68506
____________________________________

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD NOVEMBER 13, 2018
June [    ],  2020

GENERAL INFORMATION

This proxy statement is furnished in connection with the solicitation of proxies from the shareholders of Midwest Holding Inc., a Nebraska corporation, to be voted at theour Annual Meeting of Shareholders of Midwest (the “Annual Meeting”) to be held at the Convene, Sunrise Boardroom, 27Hilton Garden Innth Floor, 730 Third Ave., New York, NY 10017,  on Thursday, June [    ], 801 R Street, Lincoln, Nebraska 68508, onTuesday, November 13, 2018,2020, at 10:00 a.m. CentralEastern Timeand any adjournment thereof. The terms “Midwest,” “Midwest Holding,” the “Company,” “we,” “us,” and “our” refer to Midwest Holding Inc.THE ENCLOSEDYOUR PROXY IS SOLICITED BY MIDWEST’S BOARD OF DIRECTORS.If not otherwise specified, all proxies received pursuant to this solicitation will be voted “FOR” the eight nominees to Midwest’s Board of Directors and the proposals as specified in this proxy statement and, at the discretion of the proxy holder, upon such other matters as may properly come before the Annual Meeting or any adjournment thereof.

This proxy statement (including the Notice of Annual Meeting of Shareholders) and Annual Report for the fiscal year ended December 31, 2019 is first being sentmade available to each holdershareholders beginning on or before May [    ],  2020. This proxy statement, including the Notice of recordAnnual Meeting, proxy card and Annual Report for the fiscal year ended December 31, 2019, are collectively referred to herein as the “Meeting Materials.”

Notice and Access Model

We are making the Meeting Materials available to shareholders on the Internet under the SEC’s Notice and Access model. On or before May [    ],  2020, we will mail to all our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) in lieu of mailing a full printed set of the Meeting Materials. Accordingly, our Meeting Materials are first being made available to our shareholders on the Internet at www.envisionreports.com/MDH, on or before May [    ],  2020. The Notice includes instructions for accessing the Meeting Materials and voting by mail, telephone or on the Internet at the foregoing address. You will also find instructions for requesting a full printed set of the Meeting Materials in the Notice.

We believe that the electronic method of delivery under the Notice and Access model will decrease postage and printing expenses, expedite delivery of Meeting Materials to you and reduce our environmental impact. We encourage you to take advantage of the availability of Meeting Materials on the Internet. If you received the Notice but would like to receive a full printed set of the Meeting Materials in the mail, you may follow the instructions in the Notice for requesting such materials.

Solicitation/Cost of the Meeting

Proxies are being solicited by Midwest’s Board of Directors (the “Board”). The costs of the solicitation will be borne by Midwest. Proxies may be solicited personally or by mail, telephone, facsimile or email by directors, officers and employees of Midwest, none of whom will receive any additional compensation for such solicitations. Midwest will reimburse banks, brokers, nominees, custodians and fiduciaries for their reasonable out-of-pocket expenses incurred in sending the Meeting Materials to beneficial owners of Midwest’s shares.

Principal Executive Offices

Our principal executive offices are located at 2900 South 70th Street, Suite 400, Lincoln, Nebraska, 68506.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Who can vote at the Annual Meeting?

Record holders of the outstanding shares of $0.001 par value voting common stock of Midwest as of September 28, 2018 (the “Record Date”“Existing Common Stock”), in order to furnish each shareholder information relating to the business to be transacted at the Annual Meeting. This proxy statement and the enclosed proxy card are being mailed to shareholders of Midwest on or about October __, 2018. Midwest will bear the cost of soliciting proxies from its shareholders. If necessary, officers and regular employees of Midwest may by telephone, written communication, e-mail or personal interview, request the return of proxies.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive these proxy materials?

We have sent you this proxy statement and the enclosed proxy card because the Board of Directors (the “Board”) of Midwest is soliciting your proxy to vote at the Annual Meeting of Shareholders, including any adjournments or postponements of the Annual Meeting.

Who can vote at the Annual Meeting?

Only record holders of voting common stock at the close of business on September 28, 2018May [    ],  2020 (the “Record Date”) will be entitled to vote at the Annual Meeting or any adjournmentpostponement or postponementadjournment thereof. On the Record Date, there were 22,860,7011,360,675,242 shares of voting common stockExisting Common Stock outstanding and entitled to vote. As discussed in detail below, on June 28, 2018 we issued 1,500,000 shares of our Series C Convertible Preferred Stock (“Preferred Stock”) that will vote on an “as converted” basis along with our voting common stock on the Proposals to be considered at the Annual Meeting. The Preferred Stock is entitled to cast 72,854,474 votes thereby giving it approximately 76% of the total 95,715,175 votes eligible to be voted at the Annual Meeting.

Also as discussed below, the holder of our Preferred Stock is entitled to elect five of our eight directors and holders of our voting common stock are entitled to elect three directors. Accordingly, our Board and the holder of our Preferred Stock have agreed that five of the nominees for election named in the proxy statement shall be designated as nominees of the holder and three shall be designated as the nominees of the Board.

Shareholder of Record; Shares Registered in your Name

If on the Record Date your shares were registered directly in your name with Midwest’s transfer agent, Computershare Investor Services, then you are a shareholder of record. As a shareholder of record, you may vote in person at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy pursuant to the instructions set forth below to ensure your vote is counted.

Beneficial Owner; Shares Registered in the Name of a Broker or Bank

If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materialsMeeting Materials are being forwarded to you by that organization. The organization holding your account is considered to be the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, because you are not the shareholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent. We urge you to respond to the request for instructions from your brokerage firm, bank or other organization holding your shares and instruct them to vote FOR the proposals to be considered at the Annual Meeting.

How do I vote my shares?

Shareholders of record may vote using one of the following four methods:

over the Internet, which you are encouraged to do so if you have access to the Internet;

by telephone;

by completing, signing and returning the included proxy card, for those who requested to receive printed proxy materials in the mail; or

by attending the Annual meeting and voting in person.

The Notice provides instructions on how to access your proxy, which contains instructions on how to vote via the Internet or by telephone. For shareholders who request to receive a paper proxy card in the mail, instructions for voting via the Internet, by telephone or by mail are set forth on the proxy card.

If you hold shares in street name, the organization holding your account is considered the shareholder of record for purposes of voting at the Annual Meeting. The shareholder of record will provide you with instructions on how to vote your shares. Internet and telephone voting will be offered to shareholders owning shares through most brokerage firms and banks. Additionally, if you would like to vote in person at the Annual Meeting, contact the brokerage firm, bank or other nominee who holds your shares to obtain a proxy from them and bring it with you to the Annual Meeting. You will not be able to vote at the Annual Meeting unless you have a proxy from your brokerage firm, bank or other nominee.

What am I voting on?

The Company is presenting five proposals for shareholder vote:

1.To consider and act upon a proposal to amend the Company’s Amended and Restated Articles of Incorporation to (i) change its authorized capital stock to 22,000,000 shares of common stock, $0.001 par value (“Common Stock”), of which 20,000,000 shares shall be voting common stock (“Voting Common Stock) and 2,000,000 shares shall be nonvoting common stock (“Nonvoting Stock”), and 2,000,000 shares of preferred stock, $0.001 par value (“Preferred Stock); and (ii) to effect a reverse split of the Company’s  Existing Common Stock, $0.001 par value, at a ratio of 500 shares of Existing Common Stock for one share of Voting Common Stock and the payment of cash for any fractional shares resulting from the reverse split.

2.To consider and act upon a proposal to reincorporate the Company from the State of Nebraska to the State of Delaware.

3.To consider and act upon a proposal to amend the Company’s Amended and Restated Articles of Incorporation to divide the Board into three classes of directors with staggered three-year terms.

4.To elect seven members of the Board to serve for terms to serve for terms of one, two or three years if Proposal 3 to create a staggered Board is approved, or to elect the same individuals as directors to serve until the next annual meeting of the shareholders of Proposal 3 is not approved.

5.To ratify the appointment of Mazars US LLP as our independent registered public accounting firm for 2020.

6.To transact such other business as may properly come before the Annual Meeting or to approve any postponements or adjournment(s) thereof.

How does the Board recommend that I vote on each of the matters?

Our Board recommends that you vote FOR Proposal 1 (Amend the Articles and approve the reverse stock split) ,  FOR Proposal 2 (reincorporate to Delaware),  FOR Proposal 3 (staggered board), FOR Proposal 4 (election of Directors) and FOR Proposal 5 (ratification of appointment of Mazars US LLP).

What if another matter is properly brought before the Annual Meeting?

The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the proxy to vote on those matters in accordance with their best judgment.

How do I vote?

Shareholders may submit a proxy by telephone, via the Internet or by completing the enclosed proxy card and mailing it in the envelope provided. To submit a proxy by telephone or via the Internet, follow the instructions set forth on each proxy card you receive. To submit a proxy by mail, sign and date each proxy card you receive, mark the boxes indicating how you wish to vote and return the proxy card in the postage-paid envelope provided. Do not return the proxy card if you submit your proxy via the Internet or by telephone.

How many votes do I have?

On each matterHolders of shares of Existing Common Stock are entitled to be voted upon, you have one vote per share, except in the election of directors for which each share ofshareholder has cumulative voting common stock you owned as ofrights pursuant to the Record Date. See “Voting Rights” below for information on your cumulativeNebraska Model Business Corporation Act. Cumulative voting rights for the nomineeselection of directors means that each shareholder’s total number of votes is determined by multiplying the number of shares held by the shareholder times the number of directors being elected, in this case seven directors.  Each shareholder has the right to vote pro-ratably for all directors by checking the box labeled “FOR,” to withhold authority to vote by checking the box labeled “WITHHOLD,” or to vote a specific number of shares of each director by writing “CUMULATIVE FOR” on whom youthe line where indicated on the proxy card and entering the name and number of shares voted on that line. There are voting.no conditions precedent to the exercise of cumulative voting rights under the Nebraska Model Business Corporation Act or in the Amended and Restated Articles of Incorporation or bylaws of Midwest.

What if I return a proxy card or otherwise vote by proxy but do not make specific choices?

If you voted by proxy without marking any voting selections, then the proxy holders will vote your shares as recommended by the Board on all matters presented in this Proxy Statement,proxy statement, and as the proxy holders may determine in their discretion with respect to any other matters properly presented for a vote at the Annual Meeting.

Who is paying for this proxy solicitation?

Midwest will bear the cost of this solicitation, including amounts paid to banks, brokers and other nominees to reimburse them for their expenses in forwarding solicitation materials regarding the Annual Meeting to beneficial owners of voting common stock. The solicitation will be by mail, with the materials being forwarded to shareholders of record and certain other beneficial owners of our voting common stock, and by ourExisting Common Stock. Our directors,  officers and other regular employees, (atat no additional compensation). Our officers and employeescompensation, may also solicit proxies from shareholders by personal contact, by telephone, or by other means if necessary in order to assure sufficient representation at the Annual Meeting.

Computershare Investor Services, our transfer agent, has been retained to act as inspector of elections at the Annual Meeting.

What does it mean if I receive more than one proxy card?set of proxy-related materials?

If you receive more than one proxy card,set of proxy-related materials, your shares are registered in more than one name or are registered in different accounts. Please follow the voting instructions with respect toeachproxy cardset of proxy-related materials to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are a shareholder of record, you may revoke your proxy at any time before it is exercised by providing written notice to our Secretary at Midwest Holding Inc., 2900 South 70thStreet, Suite 400, Lincoln, Nebraska 68506, by delivering to us a properly executed proxy bearing a later date, or by voting in person at the Annual Meeting. Simply attending the Annual Meeting will not, by itself, revoke your proxy.

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank so that your shares are properly voted.

What is the quorum requirement?

A quorum of shareholders is necessary to hold a valid Annual Meeting. A quorum will be present if at least a majority of the outstanding shares of Existing Common Stock entitled to vote are represented by shareholders present at the Annual Meeting in person or by proxy. On the Record Date, there were 22,860,7011,360,675,242 shares of voting common stock along with PreferredExisting Common Stock entitled to 72,854,474 votes on an “as converted” basis outstanding and entitled to vote. Thus, 47,857,588680,337,622 shares of Existing Common Stock must be represented by shareholders present at the Annual Meeting or by proxy to have a quorum. Xenith Holdings, LLC (“Xenith”) holds of record and beneficially 1,000,534,789 shares or 73.5%  of our Existing Common Stock so a quorum is assured if it attends the Annual Meeting or executes and delivers its proxy related to its shareholdings.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Annual Meeting. Abstentions and broker non-votes (see below) will be counted towards the quorum requirement. If there is no quorum, the chairman of the Annual Meeting or a majority of the votes presentcast at the Annual Meeting may adjourn the meeting to another date.

What are “broker non-votes” and what is their effect on the vote??

Broker non-votes occur when a beneficial owner of shares held in “street name” fails to provide instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” If the beneficial owner does not provide voting instructions, the broker or nominee cannot vote the shares with respect to “non-routine” matters, but can vote the

shares with respect to “routine” matters. Typically, when brokers are able to vote the shares, they vote in favor of the matter. We believe the proposals to elect Directors and to amend Midwest’s Amended and Restated Articles of Incorporation to change its authorized capitalization are “non-routine” matters, but that the proposal to adjourn the Annual Meeting, if necessary or advisable, is a “routine” matter.

As long as one of the matters is deemed to be a “routine” matter, such as an adjournment proposal, proxies reflecting broker non-votes (if any) will be counted towards the quorum requirement. Proposals 1,  2, 3 and 4 are not considered “routine” matters.

Whether a matter is “routine” or not is ultimately up togenerally determined by rules of the New York Stock Exchange (which regulates certainmost banks, brokers and otherothers acting as nominees), and the New York Stock Exchangeit may make a determination that is different from what we believe to be the case. If that occurs, brokers may be able to vote your shares on matters we believe to be not routine, or not vote your shares on matters that we believe to be routine. Accordingly, we strongly encourage you to submit your proxy and exercise your right to vote as a shareholder to insure that your shares are voted in the manner in which you want them to be voted.

How are votes counted?counted and voting requirements?

Votes will be counted by the inspector of electionelections appointed for the Annual Meeting, who will separately count “For” and “Against” votes, abstentions and, if any, broker non-votes.

The holders of shares of voting common stockExisting Common Stock are entitled to one vote per share, except in the election of directors for which each shareholder has cumulative voting rights pursuant to the Nebraska Model Business Corporation Act. Cumulative voting rights for the election of directors means that each shareholder’s total number of votes is determined by multiplying the number of shares held by the number of Directorsdirectors being elected. The shareholder has the right to vote pro-ratably for all Directors by checking the box labeled “FOR” to withhold authority to vote by checking the box labeled “WITHHOLD,” or to vote a specific number of shares for each Director by writing “CUMULATIVE FOR” on the line below and entering the name and number of shares voted on that line. NOTE: If shares voted by “CUMULATIVE FOR” exceed total votes available to the shareholders, the proxy is spoiled and none of the votes can be recorded. There are no conditions precedent to the exercise of cumulative voting rights under the Nebraska Model Business Corporation Act or in the Articles of Incorporation or bylaws of Midwest.

As discussed in detail below under “Proposal 2 – The Transaction,” on May 9, 2018, we entered into an agreement under which the holder of our Preferred Stock is entitled to elect five of our eight directors and holders of our voting common stock are entitled to elect three directors. Accordingly, our Board and the holder of our Preferred Stock have agreed that five of the nominees for election namedelected, in this proxy statement shall be designatedcase seven directors.

The voting requirements to approve each proposal is as its nominees and three will be designatedfollows:

*Majority of votes cast at the nominees of the Board. Therefore, holders of our voting common stock may cumulate their votes as described above and cast them as they wish among the three nominees designated by the Board and the holder of our Preferred Stock may cumulate its votes as described above and cast them among the five nominees designated by the holder.

Approval of the amendment to Midwest’s Amended and Restated Articles of Incorporation to change its authorized capitalization requires, under Nebraska law, the approval of the shareholders at a meetingAnnual Meeting, at which a quorum consistingis present, by holders of at leastExisting Common Stock.

**Directors are elected by a majorityplurality of votes (i.e. more than the votes entitled to be cast on the amendment exists. Ifother candidate counterparts even if less than a quorum exists, Proposal 2 will be approved if the votes cast favoring Proposal 2 exceed the votes cast opposing Proposal 2. Abstentions will not be counted as votes cast and will have no effect on the vote on Proposal 2. If you are a shareholdermajority).

As noted above, Xenith owns of record and return a signed and dated proxy card without providing specific voting instructions on the authorized share increase proposal,beneficially 1,000,534,789 shares or do not specify your vote on the authorized share increase proposal when voting using the telephone or internet, your shares will be voted “FOR” the authorized share increase proposal in accordance with the recommendations of the Board of Directors.

Outstanding shares73.5% of our Preferred Stock haveExisting Common Stock. Therefore, Xenith has the rightvoting power to approve the proposals, and has informed the Company that it presently intends to vote with outstanding shares of our voting common stock as a single class on matters coming before our shareholders. Therefore, the holder of our Preferred Stock is entitled to vote onfor Proposal 1,  Proposal 2, – the proposed amendment to our articles of incorporation and Proposal 3 – the adjournment proposal. Pursuant to negotiations with the Company and its Special Committee (discussed below under “Proposal 2 – The Transaction”), and for the reasons set forth below under “Certain Relationshipsnominees in Proposal 4 and Related Transactions”,for Proposal 5.

If an adjournment is necessary, the holder of our Preferred Stock has agreed to cast its “as converted” shares of voting common stock on Proposal 2 in accordance with the majority vote of our voting common stock on Proposal 2 at the Annual Meeting.

The affirmative vote of a majority of the votes cast is required to approve the adjournment proposal. Abstentions are not considered to be votes cast and will have no effect on the outcome of the vote.a vote to adjourn. If

you are a shareholder of record and you return your signed and dated proxy card without providing specific voting instructions on the adjournment proposal, or do not specify your vote on the adjournment proposal when voting using the telephone or internet, your shares will be voted “FOR” the adjournment proposal in accordance with the recommendations of the Board. If you are a shareholder of record and you fail to return your proxy card, or to vote at all using the telephone or internet, it will have no effect. The holder of our Preferred Stock has informed us that it presently intends to vote its “as converted” shares for Proposal 3 to approve the adjournment proposal.

We also believe that the proposal to ratify Mazars US LLP as our independent registered public accounting firm and the adjournment proposal isare deemed to be a “routine” matter.matters. Therefore, if you are a beneficial owner of shares registered in the name of your broker or other nominee and you fail to provide instructions to your broker or nominee as to how to vote your shares on the adjournment proposal,these two proposals,  we believe that your broker or nominee will have the discretion to vote your shares on the adjournmenteach proposal.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. Final voting results will be published in a current report on Form 8-K8‑K that we expect to file with the SEC no later than four business days after the conclusion of the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K8‑K on or before the fourth business day after the Annual Meeting, we intend to file a Form 8-K8‑K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K8‑K to publish the final results.

How will voting on any other business be conducted?

We do not expect any matters to be presented for a vote at the Annual Meeting other than the five matters described in this proxy statement. If you grant a proxy, either of the officers named as proxy holders, Mark A. Oliver or [    ], or their nominees or substitutes, will have the discretion to vote your shares on any additional matters that are property presented for a vote at the Annual Meeting and at any adjournment or postponement that may take place.

PROPOSAL 1

APPROVAL OF A CHANGE IN AUTHORIZED CAPITALIZATION AND REVERSE STOCK SPLIT

General

The Board believes that the Company’s authorized capitalization should be simplified and reduced. Hence, the Board is recommending that the Company’s authorized capitalization be reduced and changed through an amendment to its Amended and Restated Articles of Incorporation from (i) its existing authorization of 2,000,000,000 shares of Common Stock to 22,000,000 shares, $0.001 par value per share, consisting of 20,000,000 shares of Voting Common Stock, and 2,000,000 shares of Nonvoting Common Stock; and (ii) its existing authorization of 10,000,000 shares of Preferred Stock to 2,000,000 shares of Preferred Stock, $0.001 par value per share. The Board also believes it is in the best interests of the Company and its shareholders to authorize a reverse stock split (the “Reverse Stock Split”) of the Existing Common Stock.

To implement the Reverse Stock Split, the Board will resolve to effect the Reverse Stock Split, and the number of issued and outstanding shares of Existing Common Stock will be reduced by a ratio of one new share of Voting Common Stock for every 500 shares of Existing Common Stock outstanding. The Company’s Amended and Restated Articles of Incorporation will be amended to reflect the Board’s resolutions in connection with the change in authorized capitalization and the Reverse Stock Split, but the relative voting and other rights that accompany shares of Existing Common Stock will not be affected by the Reverse Stock Split. A copy of the proposed amendment to the Company’s Amended and Restated Articles of Incorporation is attached to this proxy statement as Exhibit A‑1.

Shareholders generally do not have the statutory right to assert appraisal rights and demand the fair value of their shares under Nebraska law or under the Company’s  Amended and Restated Articles or Bylaws in connection with the proposal to approve the Reverse Stock Split, except that a shareholder may be entitled to assert appraisal rights and obtain payment of the fair value of the shareholder’s shares if (i) the Reverse Stock Split would reduce the number of shares owned by the shareholder to a fraction of a share, and,  (ii) the Company takes certain other actions with respect to the fractional share,

including paying cash in lieu of the fractional share. Accordingly, some of the holders of the Existing Common Stock may be entitled to assert appraisal rights in connection with Proposal 1 pursuant to the Nebraska Model Business Corporation Act (“NMBCA”).

The NMBCA prescribes a strict procedure to be followed if a shareholder wishes to assert appraisal rights and demand the fair value of the fractional share. This notice must be given before the vote on Proposal 1 and the shareholder cannot vote for the proposal. The Company must then respond and send an appraisal notice to the shareholder estimating the fair value of the fractional share. The shareholder must arrange to deposit his certificate for which the Company will pay cash to the shareholder within 30 days. If the shareholder disputes the Company’s determination of the value of the share, the NMBCA provides a procedure for the shareholder to seek a judicial determination of value. A copy of Sections 21‑2171 to 21‑2183 of the NMBCA is attached hereto as Exhibit B in accordance with Section 21‑2175 thereof.

Purpose of the Reverse Stock Split

The Board is proposing the Reverse Stock Split in an effort to decrease the large number of shares of Existing Common Stock outstanding. The Board is also seeking to reduce certain administrative burdens and costs relating to the shares that are currently issued and outstanding and held by a large number of small shareholders.

Among the factors considered by the Board in reaching its decision to recommend the Reverse Stock Split to shareholders, the Board considered the potential effects of having a  stock that trades, if at all, at a low price. For example, certain brokerage firms have internal practices and policies that discourage individual brokers from dealing in stocks trading below a particular dollar level. Further, since the brokerage commissions on stock with a low trading price generally represent a higher percentage of the stock price than commissions on higher priced stock, investors in stocks with a low trading price pay transaction costs (commissions, markups, or markdowns) at a higher percentage of their total share value, which may limit the willingness of individual investors and institutions to purchase low priced stock. The Board also understands that certain institutional investors, such as mutual funds or pension plans, have policies or procedures that discourage or prohibit acquisitions of shares priced at less than $5.00 per share. Each of these factors weakens the potential market for the Existing Common Stock.

The SEC has also adopted rules governing “penny stocks” that impose additional burdens on broker-dealers trading in stock priced at or below $5.00 per share, unless listed on certain securities exchanges. The Board believes that the Reverse Stock Split will enhance the Company’s potential ability to obtain an initial listing on a national securities exchange and thereby avoid classification of its common stock as penny stock under the SEC’s rules. The NASDAQ Capital Market, for example, requires an initial bid price of at least $4.00 per share and, following initial listing, maintenance of a continued price of at least $1.00 per share.

If implemented, the Reverse Stock Split will result in some shareholders owning “odd-lots” of less than 100 shares of Existing Common Stock. Brokerage commissions and other costs of transactions in odd-lots may be higher, particularly on a per-share basis, than the cost of transactions in even multiples of 100 shares.

Other than as disclosed in this proxy statement, the Company has no other specific plans, arrangements or understandings regarding the issuance of shares of Voting Common Stock, Preferred Stock or Nonvoting Stock that may be available for issuance if Proposal 1  is approved by the Company’s shareholders at the Annual Meeting.

Reasons for and the Effect of the Reduction in Authorized Shares

As a matter of Nebraska law, the implementation of the Reverse Stock Split does not require a reduction in the total number of authorized shares of our common or preferred stock. However, if Proposal 1 is approved by our shareholders, (i) the authorized number of shares of our Common Stock would be reduced from its existing authorization of 2,000,000,000 shares of Common Stock to 22,000,000 shares, consisting of 20,000,000 shares of Voting Common Stock, and 2,000,000 shares of Nonvoting Common Stock; and (ii) the existing authorization of 10,000,000 shares of Preferred Stock would be reduced to 2,000,000 shares of Preferred Stock.  Thus, although the Reverse Stock Split ratio is 500 to 1 is not proportionate to the reduction in authorized shares, with the practical effect that there will be a relative increase in the ratio of the number

of authorized shares of our Common Stock available for issuance compared to the number of shares outstanding if Proposal 1 is approved.  The Company does not have any shares of Preferred Stock outstanding.

The reason for the difference in the Reverse Stock Split ratio versus the authorized share ratio is our Board desires to have a sufficient number of unissued and unreserved authorized shares of common stock following the implementation of the Reverse Stock Split to provide us with authorized capital sufficient to, among other things: (i) execute our business and growth strategy, (ii) access the equity capital markets if and when needed, (iii) provide equity for issuance in connection with potential acquisitions, and (iv) accommodate any share reserves under long-term equity incentive plans. At the same time, the corresponding reduction in authorized shares was designed so that we do not have what some shareholders might view as an unreasonably high number of authorized shares of capital stock that are unissued or reserved for issuance following the Reverse Stock Split. Accordingly, our Board believes that the reduction in authorized shares is in the best interests of the Company and its shareholders and strikes an appropriate balance between the Reverse Stock Split and number of authorized shares of capital stock.

Effects of the Reverse Stock Split

To implement the Reverse Stock Split, the Company will file an Amendment to its Amended and Restated Articles of Incorporation with the Nebraska Secretary of State. Upon such filing (the “Effective Time”), and without further action on the part of the Company’s shareholders, the shares of Existing Common Stock held by shareholders of record (except for shares held by shareholders who have properly exercised their appraisal rights) as of the  effective time of such filing will be automatically converted into the number of shares of its Voting Common Stock (the “New Common Stock”) calculated based on the reverse split ratio.

No fractional shares shall be issued. Rather, the Company will pay cash for fractional shares, based on the average of the weekly high and low sales price as reported on the OTCQB for the four trading weeks preceding the date of the Annual Meeting ending on the Friday before the Meeting Date.

As of the Record Date of the Annual Meeting, the Company had approximately 10,900 holders of record of its shares of Existing Common Stock, owning a total of 1,360,675,242 shares. If Proposal 1 is approved and implemented, the Company expects that approximately 5,140  shareholders will not receive at least one share of New Common Stock and they will therefore cease to be shareholders of the Company; other shareholders will receive an aggregate of approximately 2,700,000 shares of New Common Stock; and in total we estimate shareholders will receive an aggregate amount of approximately $108,400 based on an assumed average price of $0.05 per share on the OTCQB for the relevant period in lieu of fractional shares.

Exchange of Stock Certificates

Shareholders holding their shares of Existing Common Stock in book-entry or through a bank, broker or other nominee form do not need to take any action in connection with the Reverse Stock Split.  With respect to shareholders who hold physical certificates, as soon as practicable after the Effective Time of the Reverse Stock Split, the Company, or its transfer agent, will send a letter to each shareholder of record for use in transmitting certificates representing shares of Existing Common Stock (“Old Certificates”) to the Company’s transfer agent, Computershare Investor Services (the “Exchange Agent”). The letter of transmittal will contain instructions explaining the procedures for surrendering of Old Certificates to the Exchange Agent in connection with the exchange.

Shareholders who surrender their Old Certificates, together with a properly completed letter of transmittal, will be entitled to the appropriate number of shares of New Common Stock issued in book-entry form along with any cash payment in lieu of a fractional share (if applicable.)  No new certificates will be issued to a shareholder until such Old Certificates are surrendered, together with a properly completed and executed letter of transmittal, to the Exchange Agent.  Until surrendered, outstanding stock certificates held by shareholders will be deemed for all purposes to represent the number of whole shares of New Common Stock to which such shareholders are entitled as a result of the Reverse Stock Split. Shareholders should not send their Old Certificates to the Exchange Agent until they have received the letter of transmittal. All expenses of the exchange of certificates will be borne by the Company.

We intend to treat shares held by shareholders in “street name,” through a bank, broker or other nominee, in the same manner as shareholders whose shares are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial or “street name” holders. However, these banks, brokers or other nominees may have different procedures for processing the Reverse Stock Split and making payment for fractional shares. Shareholders holding shares of Existing Common Stock with a bank, broker or other nominee should contact their bank, broker or other nominee with any questions in this regard.

Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following discussion is a summary of certain U.S. federal income tax consequences of the Reverse Stock Split to the Company and to shareholders of our Existing Common Stock that are “U.S. Holders” (as defined below under the heading Material U.S. Federal Income Tax Consequences of the Reincorporation concerning Proposal 2) and that hold shares of our Existing Common Stock as capital assets for U.S. federal income tax purposes. This discussion is based on provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the Treasury regulations promulgated under the Code, and U.S. administrative rulings and court decisions, all as currently in effect and as presently interpreted, and all of which are subject to change, possibly with retroactive effect, and differing interpretations. Changes in these authorities may cause the U.S. federal income tax consequences of the Reverse Stock Split to vary substantially from the consequences summarized below.

This summary does not address all aspects of U.S. federal income taxation that may be relevant to shareholders in light of their particular circumstances or to shareholders who may be subject to special tax treatment under the Code, including, without limitation, non-U.S. Holders and other particular shareholders as further described below under the heading Material U.S. Federal Income Tax Consequences of the Reincorporation concerning Proposal 2.  The Company has not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service (“IRS”) regarding the federal income tax consequences of the Reverse Stock Split. This summary is provided for general information only and is not intended as tax or investment advice, and the tax consequences of the Reverse Stock Split may not be the same for all shareholders. This discussion does not address any consequences of the Reverse Stock Split under state, local and foreign tax laws, which may vary as to each shareholder depending on the jurisdiction in which such shareholder resides.

EACH SHAREHOLDER IS URGED TO CONSULT HIS, HER OR ITS OWN TAX ADVISORS TO DETERMINE PARTICULAR FEDERAL TAX CONSEQUENCES TO SUCH SHAREHOLDERS OF THE REVERSE STOCK SPLIT, AS WELL AS THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER LAWS.

Tax Consequences to the Company. We believe that the Reverse Stock Split will constitute a reorganization under Section 368(a)(1)(E) of the Code. Accordingly, we should not recognize taxable income, gain or loss in connection with the Reverse Stock Split.

Tax Consequences to Shareholders. Shareholders should not recognize any gain or loss for U.S. federal income tax purposes as a result of the Reverse Stock Split, except to the extent of any cash received in lieu of a fractional share of New Common Stock (which fractional share will be treated as received and then exchanged for cash). Each shareholder’s aggregate tax basis in the New Common Stock received in the Reverse Stock Split, including any fractional share treated as received and then exchanged for cash, should equal the shareholder’s aggregate tax basis in the Existing Common Stock exchanged in the Reverse Stock Split. In addition, each shareholder’s holding period for the New Common Stock it receives in the Reverse Stock Split should include the shareholder’s holding period for the Existing Common Stock exchanged in the Reverse Stock Split.

In general, a shareholder who receives cash in lieu of a fractional share of New Common Stock pursuant to the Reverse Stock Split should be treated for U.S. federal income tax purposes as having received a fractional share pursuant to the Reverse Stock Split and then as having received cash in exchange for the fractional share and should generally recognize capital gain or loss equal to the difference between the amount of cash received and the shareholder’s tax basis allocable to the fractional share. Any capital gain or loss will generally be long-term capital gain or loss if the shareholder’s holding period in the fractional share is greater than one year as of the effective date of the Reverse Stock Split. Special rules may apply to cause all or a portion of the cash received in lieu of a fractional share to be treated as dividend income with respect

to certain shareholders who own more than a minimal amount of common stock (generally more than 1%) or who exercise some control over the affairs of the Company. Shareholders should consult their own tax advisors regarding the tax effects to them of receiving cash in lieu of fractional shares based on their particular circumstances.

Information Reporting and Backup Withholding. Shareholders that are U.S. Holders (other than corporations and certain other exempt recipients) may be subject to information reporting (including furnishing the shareholder’s social security number or taxpayer identification number on an IRS Form W‑9)  and backup withholding when such holder receives cash in lieu of a fractional share of our New Common Stock pursuant to the Reverse Stock Split. Such shareholders will be subject to backup withholding if they are not otherwise exempt and do not provide their social security number or taxpayer identification number in the manner required or otherwise fail to comply with applicable backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit against the shareholder’s federal income tax liability, if any, provided the required information is timely furnished to the IRS.  Shareholders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Approval Required

Provided that a quorum is present, consisting of a majority of the Existing Common Stock outstanding and entitled to vote, Proposal 1 will be approved if the number of shares voted in favor of the proposal exceeds the number of shares voted against. Shares that are not represented at the Annual Meeting, shares that abstain from voting on this proposal, and broker non-votes will have no effect on the outcome of the voting on this proposal.  Xenith, the holder of approximately 73.5% of our outstanding Existing Common Stock has committed to vote for Proposal 1. See “Certain Shareholder Relationships and Related Transactions.”

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR”  PROPOSAL 1 TO APPROVE THE AMENDMENT TO THE AMENDED AND RESTATED ARTICLES OF INCORPORATION AND A REVERSE STOCK SPLIT AT A RATIO OF 500 SHARES OF EXISTING COMMON STOCK FOR ONE SHARE OF NEW COMMON STOCK.

PROPOSAL 2

REINCORPORATION OF THE COMPANY FROM THE STATE OF NEBRASKA TO THE STATE OF DELAWARE

General

On March 31, 2020, for the reasons discussed below, the Board approved and declared it to be advisable and in the best interests of the Company and its shareholders to change the state of the Company’s incorporation from the State of Nebraska to the State of Delaware (the “Reincorporation”), which includes the adoption of a new certificate of incorporation and bylaws governing the Company, subject to approval by our shareholders at the Annual Meeting.

The principal effects of the Reincorporation, if approved by our shareholders and effected, will be that:

The affairs of the Company will cease to be governed by Nebraska corporation laws and will become subject to Delaware corporation laws.

The resulting Delaware corporation (referred to in this section as “Midwest-Delaware”) will be the same entity as the Company as currently incorporated in Nebraska (referred to in this section as “Midwest-Nebraska”) and will continue with all of the rights, privileges and powers of Midwest-Nebraska, will possess all of the assets and properties of Midwest-Nebraska, will continue with all of the debts, liabilities and obligations of Midwest-Nebraska and will continue with the same officers and directors of Midwest-Nebraska immediately prior to the Reincorporation, as more fully described below.

When the Reincorporation becomes effective, all of the Company’s  then issued and outstanding shares of Existing  Common Stock (defined as Midwest-Nebraska stock outstanding immediately upon effectiveness of the Reverse Stock Split described in Proposal 1 above) will be automatically converted into issued and outstanding shares of common stock of Midwest-Delaware, without any action on the part of our shareholders. You will not have to exchange your post-Reverse Stock Split certificates of Midwest-Nebraska stock. The Reincorporation will have no effect on the trading of shares of the Existing Common Stock on the OTCQB under the same symbol “MDWT.” We will continue to file periodic reports and other documents as and to the extent required by the rules and regulations of the SEC. Shares of the Company’s common stock that are freely tradable prior to the Reincorporation will continue to be freely tradable after the Reincorporation, and shares of the Existing Common Stock that are subject to restrictions prior to the Reincorporation will continue to be subject to the same restrictions after the Reincorporation.

Upon effectiveness of the Reincorporation, our directors and officers will become the directors and officers of Midwest-Delaware, our employee benefit and incentive plans will become Midwest-Delaware plans, and each option, equity award or other right issued under such plans will automatically be converted into an option, equity award or right to purchase or receive the same number of shares of Midwest-Delaware common stock, at the same price per share, upon the same terms and subject to the same conditions as before the Reincorporation. In addition, our employee benefit arrangements also will be continued by Midwest-Delaware upon the terms and subject to the conditions in effect at the time of the Reincorporation.

The Reincorporation will have no effect on the number of authorized shares of Common Stock and Preferred Stock that the Company is authorized to issue immediately prior to the Reincorporation and after giving effect to the change in capitalization and Reverse Stock Split discussed in Proposal 1.  Under our current Midwest-Nebraska Amended and Restated Articles of Incorporation after giving effect to Proposal 1, the Company is authorized to issue up to 20,000,000 shares of Voting Common Stock; up to 2,000,000 shares of Nonvoting Stock; and up to 2,000,000 shares of Preferred Stock.  Similarly, under our proposed Delaware charter, we will be authorized to issue up to 20,000,000 shares of Voting Common Stock;  up to 2,000,000 shares of Nonvoting Stock; and up to 2,000,000 shares of Preferred Stock. The Company intends to continue to have its principal operations and office in Nebraska.

Plan of Domestication

To accomplish the Reincorporation, the Board has adopted a plan of domestication  (“Plan of Domestication”), substantially in the form attached to this proxy statement as Exhibit C.  The Plan of Domestication provides that we will convert into a Delaware corporation and thereafter will be subject to all of the provisions of the General Corporation Law of the State of Delaware (the “DGCL”).

Assuming that our shareholders approve this Proposal, we will cause the Reincorporation to be effected as soon as practicable thereafter by filing with the Secretary of State of the State of Nebraska Articles of Charter Surrender substantially in the form attached to this proxy statement as Exhibit D, and will file with the Secretary of State of the State of Delaware (i) a certificate of conversion, substantially in the form attached to this proxy statement as Exhibit E and (ii) a certificate of incorporation, which will govern the Company as a Delaware corporation, substantially in the form attached to this proxy statement as Exhibit F.  In addition, assuming that our shareholders approve this Proposal, the new bylaws for the Company will be substantially in the form attached to this proxy statement as Exhibit G.  Approval of this Proposal by our shareholders will constitute approval of the Plan of Domestication, the Articles of Charter Surrender, the Certificate of Conversion, the Certificate of Incorporation and the new bylaws.

If the Reincorporation is approved by our shareholders, the Reincorporation will become effective upon the filing (and acceptance thereof by the Secretary of State of the State of Nebraska) of the Articles of Charter Surrender and the filing (and acceptance thereof by the Secretary of State of the State of Delaware) of the Certificate of Conversion and the Certificate of Incorporation.

Reasons for Reincorporation

The primary reason that the Board has approved the Reincorporation is because the corporate laws of the State of Delaware are more comprehensive, widely-used and extensively interpreted than the corporate laws of other states, including Nebraska.  As a result of the flexibility and responsiveness of the Delaware corporate laws to the legal and business needs of corporations, many major corporations are incorporated in Delaware or have changed their corporate domiciles to Delaware in a manner similar to the Reincorporation that we are proposing.  The Delaware judiciary is particularly familiar with corporate law matters and a substantial body of court decisions has developed construing the laws of Delaware, thus providing greater clarity and predictability with respect to our corporate legal and governance affairs.  The Board believes any benefits provided to us by Delaware law directly benefit our shareholders.

In deciding to propose the Reincorporation, the Board considered, among others, the following benefits of Delaware law to the Company and its shareholders:

the Company would be governed by the DGCL, which is generally acknowledged to be the most advanced and flexible corporate statute in the country;

the responsiveness, expertise and efficiency of the Division of Corporations of the Secretary of State of the State of Delaware;

the Delaware General Assembly, which each year considers and adopts statutory amendments proposed by the Corporation Law Section of the Delaware State Bar Association in an effort to ensure that the corporate statute continues to be responsive to the changing needs of businesses;

the Delaware Court of Chancery, which has exclusive jurisdiction over matters relating to the DGCL and in which cases are heard by judges, without juries, who have many years of experience with corporate issues, which can lead to quick and effective resolution of corporate litigation; and the Delaware Supreme Court, which is highly regarded; and

the well-established body of case law construing Delaware law, which has developed over the last century and which provides businesses with a greater degree of predictability than most, if not all, other jurisdictions.

The Board is not proposing the Reincorporation to prevent a change in control of the Company and is not aware of any present attempt by any person to acquire control of the Company or to obtain representation on the Board.

Why Shareholders Should Vote for Reincorporation

Delaware is a nationally recognized leader in adopting and implementing comprehensive modern and flexible corporate laws.  The DGCL is frequently revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used and interpreted than other state corporate laws, including the NMBCA.

In addition, Delaware courts (such as the Court of Chancery and the Delaware Supreme Court) are highly regarded for their considerable expertise in dealing with corporate legal issues and for producing a substantial body of case law construing the DGCL, with multiple cases concerning areas that Nebraska courts have not considered.  Because the judicial system is based largely on legal precedents, the abundance of Delaware case law should serve to enhance the relative clarity and predictability of many areas of corporate law, which in turn may offer added advantages to us by allowing the Board and management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions.

The Reincorporation also may make it easier to attract future candidates willing to serve on the Board because many such candidates are already familiar with the DGCL, including provisions relating to fiduciary duties and director indemnification, from their past business experience.

In addition, in the opinion of the Board, underwriters and other members of the financial services industry may be more willing and better able to assist in capital-raising programs for corporations having the greater flexibility and certainty  afforded by the DGCL.  Certain investment funds, sophisticated investors and brokerage firms may be more comfortable and more willing to invest in a Delaware corporation than in a corporation incorporated in another U.S. jurisdiction whose corporate laws may be less understood.

We believe that the Reincorporation will not affect any of our material contracts with any third parties, and that our rights and obligations under such material contractual arrangements will continue as our rights and obligations after the Reincorporation.

Effect of Vote for Reincorporation

A vote in favor of the Reincorporation is a vote in favor of the Plan of Domestication, the Articles of Charter Surrender, the Certificate of Conversion, the Certificate of Incorporation and the bylaws.  If the Reincorporation is approved by our shareholders, the Reincorporation would become effective upon the filing (and acceptance thereof by the Secretary of State of the State of Nebraska and the Secretary of State of the State of Delaware)  as applicable of the Nebraska Articles of Charter Surrender, the Delaware Certificate of Conversion and the Delaware Certificate of Incorporation.

No Dissenters or Appraisal Rights

Under the NMBCA, shareholders do not have dissenters or appraisal rights with respect to Proposal 2.

Discretion Not to Consummate Reincorporation

The Reincorporation may be delayed by the Board or the Plan of Domestication may be terminated and abandoned by action of the Board at any time prior to the effective time of the Reincorporation, whether before or after approval by our shareholders, if the Board determines for any reason that such delay or termination would be in the best interests of the Company and its shareholders.

Material U.S. Federal Income Tax Consequences of the Reincorporation

The following discussion addresses certain U.S. federal income tax considerations that are generally applicable to U.S. holders (as defined below) of our New Common Stock who receive Voting Common Stock of Midwest-Delaware in automatic conversion or exchange for their Voting Common Stock of Midwest-Nebraska in the Reincorporation.  This discussion addresses only those shareholders who hold their Voting Common Stock as a capital asset within the meaning of Section 1221 of the Code and does not address all the U.S. federal income tax consequences that may be relevant to particular shareholders in light of their individual circumstances, including, without limitation:

financial institutions, insurance companies, regulated investment companies or real estate investment trusts;

pass-through entities or investors in such entities;

tax-exempt organizations;

dealers in securities or currencies, or traders in securities that elect to use a mark-to-market method of accounting;

persons that hold common stock as part of a straddle or as part of a hedging, integrated, constructive sale or conversion transaction;

persons who are not U.S. holders;

persons that have a functional currency other than the U.S. dollar;

persons who acquired their shares of New Common Stock through the exercise of an employee stock option or otherwise as compensation;

persons whose New Common Stock is “qualified small business stock” for purposes of Section 1202 of the Code; and

persons who are subject to the alternative minimum tax.

For purposes of this discussion, the term “U.S. holder” means a beneficial owner of New Common Stock that is:

a citizen or resident of the United States;

corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of the U.S. or any of its political subdivisions;

a trust that (1) is subject to the supervision of a court within the U.S. and the control of one or more U.S. persons or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person; or

an estate that is subject to U.S. federal income tax on its income regardless of its source.

If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds shares of New Common Stock, the U.S. federal income tax consequences to each partner generally will depend on the status of the partner and the activities of the partnership and the partner.  Partners holding New Common Stock and partners in such partnerships should consult their own tax advisors with respect to the U.S. federal income tax consequences of the Reincorporation.

The tax consequences to holders of options to acquire our common stock are also not discussed herein.  In addition, the following discussion does not address the tax consequences of transactions effected prior to or after the Reincorporation (whether or not such transactions are in connection with the Reincorporation).

The following discussion is based on the interpretation of the Code, applicable Treasury Regulations, judicial authority and administrative rulings and practice, all as of the date hereof.  The Internal Revenue Service (the “IRS”) is not precluded from adopting a contrary position.  In addition, there can be no assurance that future legislative, judicial or administrative changes or interpretations will not adversely affect the accuracy of the statements and conclusions set forth herein. Any such changes or interpretations could be applied retroactively and could affect the tax consequences of the Reincorporation to the Company, Midwest-Delaware and/or our shareholders.  A ruling from the IRS will not be requested in connection with the Reincorporation.

EACH SHAREHOLDER IS URGED TO CONSULT HIS,  HER OR ITS OWN TAX ADVISORS TO DETERMINE PARTICULAR FEDERAL TAX CONSEQUENCES TO SUCH SHAREHOLDERS OF THE REINCORPORATION, AS WELL AS THE APPLICABILITY AND EFFECT OF STATE, LOCAL, FOREIGN AND OTHER LAWS.

Subject to the limitations, qualifications and exceptions described herein, and assuming the Reincorporation qualifies as a reorganization within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences of the Reincorporation will be as follows:

No gain or loss will be recognized by holders of the Company’s  New Common Stock upon receipt of Voting Common Stock of Midwest-Delaware pursuant to the Reincorporation;

The aggregate tax basis of the Voting Common Stock of Midwest-Delaware received by each shareholder of Midwest-Nebraska in the Reincorporation will be equal to the aggregate tax basis of the New Common Stock of Midwest-Nebraska surrendered in exchange therefor (as may be adjusted for any fractional share treated as

received and then exchanged for cash pursuant to the Reverse Stock Split as discussed above under the heading Material U.S. Federal Income Tax Consequences of the Reverse Stock Split concerning Proposal 1);

The holding period of the Voting Common Stock of Midwest-Delaware received by each shareholder of Midwest-Nebraska will include the period for which such shareholder held the Common Stock of Midwest-Nebraska (both Existing Common Stock and New Common Stock added together) surrendered in exchange therefor, provided that such Common Stock of Midwest-Nebraska was held by such shareholder as a capital asset at the time of the Reincorporation; and

No gain or loss will be recognized by Midwest-Nebraska or Midwest-Delaware as a result of the Reincorporation.

A U.S. holder of shares of our New Common Stock may be required to attach a statement to its tax returns for the year of the Reincorporation that contains the information listed in Treasury Regulation Section 1.368‑3(b) and may be required to maintain a permanent record of facts relating to the Reincorporation.  Such information includes, among other things, the shareholder’s tax basis in the shareholder’s  New Common Stock of Midwest-Nebraska and the fair market value of the shareholder’s  New Common Stock of Midwest-Nebraska immediately prior to the Reincorporation.

Accounting Treatment

We expect that the Reincorporation will have no effect from an accounting perspective because there will be no change in the Company’s accounts as a result of the Reincorporation.  As such, our financial statements previously filed with the SEC will remain our financial statements following the Reincorporation.

Regulatory Approvals

The Reincorporation will not be consummated unless shareholder approval is obtained.  We will obtain all required consents of governmental authorities, including the filing of the Articles of Charter Surrender with the Secretary of State of the State of Nebraska and the filing of the Certificate of Conversion and the Certificate of Incorporation with the Secretary of State of the State of Delaware.

Blank Check Preferred Stock

Our current Amended and Restated Articles of Incorporation and the proposed Certificate of Incorporation both authorize the Board to issue shares of Preferred Stock in series with such preferences as designated at the time of issuance.  The Board does not currently intend to seek shareholder approval prior to any issuance of a new class or series of Preferred Stock if the Reincorporation is approved, except as required by law or regulation.  Frequently, opportunities arise that require prompt action, and the Board believes that the delay necessary for shareholder approval of a specific issuance would be a detriment to the Company and its shareholders.  Should the Board determine to issue a new class or series of Preferred Stock, it will only do so upon terms that the Board deems to be in the best interests of the Company and its shareholders.

It should be noted that the voting rights and other rights to be accorded to any unissued series of Preferred Stock of the Company remain to be fixed by the Board.  Accordingly, if the Board so authorizes, the holders of a new series of Preferred Stock may be entitled to vote separately as a class in connection with approval of certain extraordinary corporate transactions, might be given a disproportionately large number of votes or might be given preferences in dividend payment, liquidation or other rights.  Such new series of Preferred Stock also could be convertible into a large number of shares of our Common Stock under certain circumstances or have other terms that might make acquisition of a controlling interest in the Company more difficult or more costly, including the right to elect additional directors to the Board.  Potentially, a new series of Preferred Stock could be used to create voting impediments or to frustrate persons seeking to effect a merger or otherwise to gain control of the Company.  Also, a new series of Preferred Stock could be privately placed with purchasers who might side with our management opposing a hostile tender offer or other attempt to obtain control of the Company.

Rights of Shareholders Prior to and After Reincorporation from Nebraska to Delaware

If the proposals contained in this proxy statement are approved, then aside from changing the state of incorporation, reducing the amount of authorized capital and effecting a reverse split of the Existing Common Stock, the Company’s Amended and Restated Articles of Incorporation will remain the same.

However, once the state of incorporation is changed, Delaware Law, rather than Nebraska Law, will control and govern the Company’s corporate affairs.

Because of differences between the laws of Nebraska and Delaware, the Reincorporation will effect some changes in your rights as Company shareholders.  Summarized below are significant differences between shareholder rights before and after the Reincorporation, as a result of the differences between these laws.   This summary is not intended to be relied upon as an exhaustive list of all differences or a complete description of the differences, and is qualified in its entirety by reference to the NMBCA, the Company’s  Nebraska Amended and Restated Articles of Incorporation (“Articles”), the Company’s proposed Certificate of Incorporation in Delaware (“Certificate of Incorporation”), and the Company’s  bylaws before and after the Reincorporation, and the DGCL.

Par Value of Capital Stock; Surplus; Capital

The concepts of par value, surplus and capital do not exist under the NMBCA. Delaware recognizes the concepts of par value, surplus and capital and therefore after Reincorporation, all shares of the Company’s capital stock will have a par value of $0.001 per share.

Voting Rights

Under the NMBCA, if a quorum exists, action on a matter other than the election of directors, is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action.

Under the DGCL, the vote required for actions on which the stockholders have a right to vote, except for the election of directors, is the affirmative vote of the holders of a majority of the shares of each class entitled to vote thereon, voting as a separate class and not jointly. However, as allowed by the DGCL, our bylaws provide that, if a quorum exists, action on a matter other than the election of directors is approved if the votes cast within the voting group favoring the action exceed the votes cast within the voting group opposing the action.

Vote required for Election of Directors

Under the NMBCA, cumulative voting is mandatory for the election of directors.  That number of candidates equaling the number of directors to be elected, having the highest number of votes cast in favor of their election, shall be elected to the Board.

Under the DGCL, a Company may specify in its certificate of incorporation that cumulative voting is allowed at all elections of directors of the corporation, or at elections held under specified circumstances.  In the absence of such specification, a plurality of the votes of the shares present in person or represented by proxy at a meeting entitled to vote for directors is required to elect a director under the DGCL. Cumulative voting will not be provided for in the Company’s  Certificate of Incorporation effective after the Reincorporation.

Action by Shareholders Without a Meeting

Under the NMBCA, any action required or permitted to be taken at a shareholder’s meeting may be taken without a meeting if all of the shareholders entitled to vote thereon consent to such action in writing.  Action by written consent is to be effective as of the date the corporation receives writings describing and consenting to the action signed by all of the shareholders entitled to vote with respect to the action, unless all of the written consents necessary to effect the action specify a later date as the effective date of the action.

Unless otherwise provided in its certificate of incorporation, any action required or that may be taken under the DGCL at any annual or special meeting of stockholders of a corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. The Company’s Certificate of Incorporation specifically provides that actions by less than unanimous written consent of its stockholders shall not be permitted.

Removal of Directors and Officers

Under the NMBCA, a director may be removed, with or without cause, only by the holders of common stock and may not be removed if the number of votes sufficient to elect the director under cumulative voting is voted against removal.

Under the DGCL, the vote required of the holders of common stock for removal is a majority vote of the shares of common stock then entitled to vote at an election of directors, unless the certificate of incorporation provides otherwise.

Indemnification

The indemnification provisions of the NMBCA and the DGCL are substantially similar as both permit the Company to indemnify officers, directors, employees and agents for actions taken in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action, which they had no reasonable cause to believe that such conduct was unlawful. Both also provide for the indemnification and advancement of expenses with respect to defense costs incurred by such persons.

Record Date

The current bylaws of the Company provide that for the purpose of determining the shareholders entitled to notice of or to vote at any meeting or any adjournment thereof, or the shareholders entitled to receive payment of dividends, or for any other proper purpose, the Board may fix in advance a date as the record date, such date in any case to be not more than 60 and not less than 10 days prior to the date on which the particular action is to be taken. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof unless the Board fixes a new record date which it must do if the meeting is adjourned to a date more than 120 days fixed for the original meeting.

The DGCL allows for a 30‑day notice period with respect to adjournments.

The DGCL states that the record date is not to precede the date upon which the resolution fixing the record date is adopted by the board of directors; when applicable, the record date is not to be more than 60 days before the meeting or action requiring determining of stockholders, except in the case of an action by written consent, the record date for which must not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the board of directors; and, in the case of a stockholder meeting, in addition to the maximum limit of the record date being not more than 60 days before the meeting, a minimum limit applies to the record date of not less than 10 days before the meeting.

Amendment to the Articles of Incorporation and Bylaws

Under its current Articles of Incorporation, the Company reserves the right to amend or repeal any provisions contained in the Articles in the manner now and hereafter permitted by the NMBCA, and all rights conferred upon shareholders are granted subject to this reservation. Under the Nebraska Model Business Corporation, shareholders are not entitled to enact, without any action taken by its board of directors, an amendment to its articles of incorporation. Amendments to the articles of incorporation generally require that the board of directors adopt a resolution setting forth the amendment, declaring its advisability and submitting it to a vote of the shareholders.

Under the current bylaws, the bylaws may be amended, or repealed and new bylaws adopted, by the Board or the shareholders.

Under DGCL, stockholders are not entitled to enact, without any action taken by the board of directors, an amendment to a certificate of incorporation. Amendments to a certificate of incorporation generally require that the board of directors adopt a resolution setting forth the amendment, declaring its advisability and submitting it to a vote of the stockholders.

Only stockholders may amend, repeal or enact new bylaws unless, as will be the case after the Reincorporation, the Company’s Certificate of Incorporation also allows the Board to amend, repeal or enact bylaws.

Actions and Proceedings; Forum

Neither the NMBCA nor the Company’s Articles provide any specific jurisdiction or venue provisions for actions or proceedings brought derivatively on behalf of the Company or against the Company or any of its directors or officers for breaches of fiduciary duty.

Under the Company’s Certificate of Incorporation however, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum of (i) any derivate action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the State of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to these provisions.

Business Combination Statute

Nebraska has adopted a Shareholders Protection Act (“Act”) which limits the voting power of shares acquired in a “control share acquisition” (levels between 20% and 50% and over 50%) and which prohibits certain business combinations between a corporation and an “interested shareholder” (a holder of more than 10% of the corporation’s voting stock). Although the Act applies to certain domestic and foreign corporations, there are several exceptions that can only be analyzed in context. As to foreign corporations, which the Company will be after reincorporation in Delaware, an exception exists if the corporation has fewer than 500 employees in Nebraska; hence the Act, for this and other reasons, is not expected to be applicable after the Reincorporation.

Section 203 of the DGCL provides for a three-year moratorium on certain business combinations with “interested stockholders” (generally, persons who own, individually or with or through other persons, 15% or more of the corporation’s outstanding voting stock).  However, the DGCL permits a corporation to opt out of the restrictions imposed by Section 203 and the Company will opt out of Section 203 of the DGCL in its Certificate of Incorporation.

Appraisal Rights

Under the NMBCA, shareholders are entitled to exercise appraisal rights in the event of certain mergers, share exchanges, sales, leases, exchanges or other dispositions of all or substantially all of the property of the corporation. Shareholders also may assert appraisal rights in the case of a reverse stock split that reduces the number of shares owned to a fraction of a share or to scrip if such scrip is to be acquired for cash or voided. See Proposal 1 above. Appraisal rights in Nebraska, if applicable, are available to both record holders and beneficial holders.

The DGCL provides appraisal rights only in the case of a stockholder objecting to certain mergers or consolidations.  Appraisal rights in Delaware are available to holders of record of capital stock only.

Approval Required

Provided that a quorum is present, consisting of a majority of the Company’s Existing Common Stock outstanding and entitled to vote, Proposal 1 will be approved if the number of shares of Existing Common Stock voted in favor of the proposal exceeds the number of shares voted against. Shares that are not represented at the Annual Meeting, shares that abstain from voting on this proposal, and broker non-votes will have no effect on the outcome of the voting on this

proposal.  Xenith has agreed to vote all of its shares FOR Proposal 2. See “Certain Shareholder Relationships and Related Transactions.”

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” PROPOSAL 2 FOR THE COMPANY TO REINCORPORATE IN DELAWARE.

PROPOSAL 3

STAGGERED BOARD PROPOSAL

If this proposal is approved, Article VII of the Company’s Amended and Restated Articles of Incorporation will divide the Company’s  Board into three classes based on their terms of office: Class I, Class II and Class III. Further, if this proposal is approved, the Company will implement a  staggered board at the Annual Meeting.  Upon implementation, such classes shall be as nearly equal in number of directors as possible but shall initially consist of two Class I members, two Class II members and three Class III members. Each director shall serve for a term ending on the third annual meeting of shareholders following the annual meeting at which that director was elected. However, the directors first designated as Class I directors shall serve for a term expiring at the next annual meeting of shareholders following the date of the 2020 annual meeting of shareholders, the directors first designated as Class II directors shall serve for a term expiring at the second annual meeting of shareholders following the date of the 2020 annual meeting of shareholders, and the directors first designated as Class III directors shall serve for a term expiring at the third annual meeting of shareholders following the date of the 2020 annual meeting of shareholders.

If Proposal 3 is approved at the Annual Meeting, the seven nominees will serve one, two or three year terms described in Proposal 4 below.

If Proposal 3 is not approved but the seven nominees are elected, they shall each serve until the 2021 annual meeting of shareholders and until their successors are elected and qualified.

The Company’s  Board believes that dividing the directors into three classes is advantageous to the Company and its shareholders because by providing that directors will serve three-year terms rather than one-year terms, the likelihood of continuity and stability in the policies formulated by the Board will be enhanced. While the Company’s management has not experienced any problems with continuity in the past, it wishes to ensure that this experience will continue and believes that the staggered election of directors will promote continuity because only one class of the directors will be subject to election each year.

The amendment would significantly extend the time required to make any change in control of the Board and will tend to discourage any hostile takeover bid for the Company. Presently, a change in control of the Board can be made by the holders of a majority of the Company’s shares of Common Stock at a single annual meeting. Under the proposed amendment, it will take at least two annual meetings for such shareholders to make a change in control of the Company’s  Board, because only a minority of the directors will be elected at each meeting. Staggered terms would guarantee that approximately two-thirds of the directors, or more, at any one time have at least one year’s experience as directors of the Company.

The Company’s current Amended and Restated Articles of Incorporation does not contain a provision regarding the removal of directors. Where there is no classified board of directors, Delaware law which will govern after the Reincorporation, provides that shareholders may remove directors with or without cause by a majority vote. Where there is a classified board of directors, the DGCL provides that shareholders may remove directors only for cause, unless the certificate of incorporation otherwise provides. The Company’s  Delaware Certificate of Incorporation does not have a provision allowing removal of directors other than for cause. If the staggered board proposal is approved, shareholders will not have the ability to remove a director at will.

One method for a takeover bidder to obtain control of a corporation is to acquire a majority of its outstanding shares through a tender offer or open market purchases and then using its voting power to remove the existing directors. Requiring cause in order to remove a director would defeat this strategy. Potential takeover bidders will therefore be more likely to

negotiate with the existing Board regarding a change of control. The Board believes that the adoption of the staggered board proposal would properly condition a director’s continued service upon his ability to serve rather than his position relative to a dominant shareholder.

The approval of the staggered board proposal would eliminate the right of shareholders to remove directors without cause even if shareholders believe such a change would be desirable. Removing a director where cause is required is more difficult, unless cause is readily apparent. If shareholders cannot remove directors without cause, directors might be less responsive to shareholders. While what constitutes “cause”  is not clear, actions such as embezzlement, disclosure of trade secrets, or other violations of fiduciary duty have been found to constitute cause for removal.

Shareholders seeking to remove a director for cause could be forced to initiate a lawsuit to clarify the exact meaning of “cause,” which could be costly and time-consuming. Shareholders should recognize that the staggered board proposal will make the removal of a director more difficult in circumstances which do not constitute a takeover attempt and where, in the opinion of the holders of a majority of the Company’s outstanding shares, cause for such removal may exist. Moreover, this proposal may have the effect of delaying an ultimate change in existing management which might be desired by a majority of the shareholders.

The vote of a majority of Existing Common Stock entitled to vote will be required to alter, amend, rescind or repeal this provision of the Company’s Amended and Restated Articles of Incorporation or to adopt any provision inconsistent with this provision.

Approval Required

Provided that a quorum is present, consisting of a majority of the Existing Common Stock outstanding and entitled to vote, Proposal 3 will be approved if the number of shares voted in favor of the proposal exceeds the number of shares voted against. Shares that are not represented at the Annual Meeting, shares that abstain from voting on this proposal, and broker non-votes will have no effect on the outcome of the voting on this proposal.

The Board unanimously recommends that shareholders vote “FOR” Proposal 3 to divide the board into three classes.

PROPOSAL 4

ELECTION OF DIRECTORS

At the Annual Meeting, the shareholders of Midwest will elect eight (8)a total of seven directors to serve as the Board.  The Board has not had a nominating committee in the past because of Directors until the 2019 Annual Meetingsmall size of Shareholders, or until their successors are elected and qualified. the Company,  but the Board may consider forming such a committee in the future. There were four meetings of the Board held during the year ended December 31, 2019. No director attended fewer than 75% of such meetings. Further, no director attended fewer than 75% of the meetings of any committee of the Board on which he served during 2019.

The Board has nominated for election the following three (3)seven persons: A. Michael Salem, Mike Minnich, Sachin Goel,  John Hompe,  Firman Leung, John T. Hompe,  Jack Theeler and for purposesDouglas K. Bratton.  All seven currently serve as directors of this Annual Meeting only, the holder of our Preferred Stock has nominated the following five (5) persons: Scott Morrison, MarkMidwest, and A. Oliver, Steve Conner, Todd BoeveMichael Salem and Dana Stapleton. Each of these eight individualsMike Minnich currently serves as a director of Midwest; two (2) of these individuals, Mark A. Oliver and Todd Boeve, also serve as corporate officers and employees.  Douglas K. Bratton is a designee of Crestline Assurance Holdings LLC (“Crestline”) which, under the Stockholders Agreement, has the right to designate one member of our Board,  as long as it and its affiliates own at least  10%  of the Company’s outstanding common stock. See “Certain Shareholder Relationships and Related Transactions.”

If Proposal 3, the divided or staggered board proposal, is approved at the Annual Meeting, the seven nominees will serve one, two or three year terms as follows:

If Proposal 3 is not approved but the seven nominees are elected, they shall each serve until the 2021 Annual Meeting and until their successors are elected and qualified.

The holders of shares of Existing Common Stock are entitled to one vote per share, except in the election of directors for which each shareholder has cumulative voting rights pursuant to the NMBCA. Cumulative voting rights for the election of directors means that each holder of Existing Common Stock is entitled to the number of votes determined by multiplying the number of shares held by the number of directors being elected, in this case seven directors. The shareholder has the right to vote pro-ratably for all directors  by checking the box labeled “FOR” to withhold authority to vote by checking the box labeled “WITHHOLD,” or to vote a specific number of shares for each director by writing “CUMULATIVE FOR” on the line below and entering the name and number of shares voted on that line. There are no conditions precedent to the exercise of cumulative voting rights under the NMBCA or in the Articles of Incorporation or bylaws of Midwest.

Should any of the nominees become unable or unwilling to accept nomination or election, it is intended, in the absence of contrary specifications, that the proxies will be voted for the balance of those named and for a substitute nominee or nominees; however, the Board of Directors knows of no reason to anticipate such an occurrence. All of the nominees have consented to be named as nominees and to serve as directors if elected.

Board Leadership Structure

Midwest does not have a formal policy regarding the separation of its Executive Chairman (principal executive officer) and Chief Executive Officer (“CEO”) positions, although the Board has currently separated the two positions and it intends to continue that policy. Our Board is responsible for the control and direction of the Company. The Board represents the Company’s shareholders, and its primary purpose is to build long-term shareholder value. Mr. Minnich serves as Executive Chairman of the Board and Mr. Salem as CEO of the Company. The Board believes that these individuals are best situated to serve as Executive Chairman and CEO, respectively, because they are the individuals most familiar with the Company’s business plan, and of effectively identifying strategic priorities and leading the discussion and execution of corporate strategy.

Board’s Role in Risk Oversight

The Board as a whole has responsibility for risk oversight. The oversight responsibility of the Board is enabled by management reporting processes that are designed to provide visibility to the Board about the identification, assessment and management of critical risks. This reporting is designed to focus on areas that include strategic, operational, financial and reporting, compensation, compliance and other risks. For example, the Board regularly receives reports regarding the investments and securities held by Midwest’s insurance subsidiaries, as well as other reports regarding their insurance business.

Director Independence

Presently, we are not required to comply with the director independence requirements of any national securities exchange. In determining whether our directors are independent, however, we intend to adhere to the rules of the NYSE American with respect to independent directors. The NYSE American listing standards define an “independent director” generally

as a person, other than an executive officer or employee of a company, who does not have a relationship with the company that would interfere with the director’s exercise of independent judgment.

The NYSE American listing requirements state that a majority of a company’s  Board must be independent. Our Board nominees includes four independent directors, namely, John Hompe,  Sachin Goel,  Firman Leung and Jack Theeler. These four independent directors constitute a majority of the Board.

Audit Committee

The Board has established an Audit Committee and appointed John T. Hompe, Scott Morrison and Jack Theeler to serve as members. At the first Board meeting immediately following the Annual Meeting, an independent director will be appointed to replace Mr. Morrison who is not standing for re-election to the Board.

Mr. Hompe, who is independent, as defined in NYSE American listing standards and SEC rules, was designated the Audit Committee Chair and Financial Expert. The Board has adopted an Audit Committee Charter that details the Audit Committee’s responsibilities to be as follows: (i) review recommendation of independent registered public accountants concerning Midwest’s accounting principles, internal controls and accounting procedures and practices; (ii) review the scope of the annual audit; (iii) approve or disapprove each professional service or type of service other than standard auditing services to be provided by the independent registered public accountants; and (iv) review and discuss with the independent registered public accountants the audited annual financial statements. The Committee met five times in 2019 and all Committee members were present at each meeting. Our Audit Committee charter is available on our website at www.midwestholding.com.

Our management is responsible for preparing our consolidated financial statements, and our independent registered public accounting firm (“auditor”) is responsible for auditing those consolidated financial statements. The Audit Committee is responsible for overseeing the conduct of these activities by our management and the auditor regarding the Company’s consolidated financial statements as of and for the year ended December 31, 2019. In this context, the Audit Committee met and held discussions with management and the independent auditor. Management represented to the Audit Committee that our consolidated financial statements were prepared in accordance with generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent auditor prior to their release and filing.

The Audit Committee discussed with the auditor matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”). In addition, the Audit Committee received from the auditor the written disclosures and the letter required by applicable requirements of the PCAOB, regarding the auditor’s communications with the Audit Committee concerning independence, and has discussed with the auditor the auditor’s independence.

Based on the discussions described above and subject to the limitations on the roles and responsibilities of the Audit Committee referred to above and in its Charter, the Audit Committee recommended to the Board that the audited consolidated financial statements of Midwest Holding Inc. be included in the Annual Report on Form 10‑K for the fiscal year ended December 31, 2019 for filing with the SEC.

Compensation Committee

The Board does not currently have a standing Compensation Committee. As a result, it does not have a Compensation Committee charter. The functions that would be performed by the Compensation Committee, including consideration of executive officers and directors compensation, are performed by the entire Board. The Company has not had a Compensation Committee in the past because of its limited number of executive officers whose compensation consisted of only cash. In the future, as the Company grows and requires different forms of incentive compensation to attract and retain executive talent, a Compensation Committee may be formed by the Board.

Delinquent Section 16(a) Reports

Executive officers, directors and “beneficial owners” of more than ten percent of Midwest’s  equity securities must file initial reports of ownership and changes in ownership with the SEC under Section 16(a) of the Exchange Act. SEC regulations require these reporting persons to furnish us with copies of all Forms 3, 4 and 5, and amendments thereto, that they file with the SEC. We believe that during 2019, all of our officers, directors and greater than ten percent beneficial owners complied with all filing requirements of Section 16(a) of the Exchange Act except that Sachin Goel, a director, failed to file two reports on a timely basis, one Form 3 upon becoming a director and one Form 4 upon receipt of director’s options to purchase equity securities of the Company and Vespoint failed to file on a timely basis one report on Form 4 relating to two loans that were converted into equity securities of the Company.

Code of Ethics

Midwest has adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer and controller and persons performing similar functions in accordance with applicable federal securities laws. A copy of the Code of Ethics was filed as an exhibit to our Annual Report on Form 10‑K for the fiscal year ended December 31, 2012. This document may be reviewed by accessing Midwest’s public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided to any shareholder without charge upon request by contacting our corporate secretary at Midwest Holding Inc., 2900 South 70th Street, Lincoln, Nebraska 68506. Midwest intends to disclose any amendments to or waivers of certain provisions of its Code of Ethics in a Current Report on Form 8‑K.

The Company has also adopted a Code of Conduct and Conflicts of Interest Policy that includes provisions covering related persons transactions. In general, any transaction, or proposed transaction, to which the Company and any director, executive officer, more than 5% shareholder or immediate family member of such persons must be reviewed and approved or ratified by the Company’s Audit Committee.

Information Concerning Executive Officers and Director NomineesDirectors

Information concerning the names, ages, positions with Midwest, tenureThe following table sets forth, as a director, and business experience of May [    ], 2020, certain information regarding our executive officers,  current directors and director nominees is set forth below. All executive officers are appointed annually by the Board of Directors.

advising insurers on capital and investments. From February 2013 to May 2017, he was Chief Investment Officer of A-Cap, an insurance holding and investment company.

MICHAEL SALEM: Mr. Salem has 16 years of experience in insurance distribution, insurance investing, and technology. He was appointed Chief Executive Officer and a Director of Midwest on April 30, 2019. He has served as Chairman of American Life since June 2018. Mr. Salem is Founder and Co-Chief Executive Officer of Vespoint LLC, ultimate controlling party of the Company since 2018. In addition, he has served as managing member of AMS Advisors LLC since January 2011. From July 2013 to August 2017, he was Co-Founder, Managing Principal and Co-Head of Advisory Capital at Vanbridge LLC, an investment management firm.

MARK A. OLIVER:Mr. Oliver serves as President of Midwest, a position he has held since 2010. Mr. Oliver is also currently the Vice President and Secretary and a member of the Board of Directors of American Life. He served as CEO since that company received its Certificate of Authority from the Nebraska Department of Insurance on September l, 2009 through June 2018. He was elected Chairman of American Life in March, 2017 and served in that capacity until June 2018. He served as a member of the Board of the Company from 2010 until April 2020. He served as Chairman and CEO of the Company from 2015 tountil June 2018. From 1984 until June 2007 Mr. Oliver was employed by Citizens, Inc., a life insurance holding company with principal offices in Austin, Texas, serving as its President and in various other executive capacities from 1997 through 2007.

The Board, in reviewing and assessing the contributions of Mr. Conner to the Board, determined that his business experience in managing entities brings a unique perspective as an outside director. His experience, management skills and operational capabilities provide the Board with a valuable resource for corporate strategy.

JOHN T. HOMPE:Mr. Hompe is the Managing Partner and co-founder of J.P. Charter Oak Advisors LLC, a private investment firm focused on the financial services industry. Mr. Hompe has worked in the financial services sector for more than 30 years. He has held numerous board positions with insurance companies during his career. From 2003 through 2012, Mr. Hompe worked in investment banking and asset management (KBW Asset Management from 2011 through 2012 as a Managing Director and Keefe Bruyette & Woods, Inc. from 2003 to 2011 as Co-Head of Insurance and Asset Management Investment Banking). Mr. Hompe serves as an observer on the board of directors of Preparis Inc., a provider of business continuity services. From 2011 to 2017, he was a board observer of International Planning Group, Ltd., an international life insurance broker.broker, and Preparis Inc., a provider of business continuity services. From 2010 to 2012, he was an independent director of Island Capital, a Bermuda investment company. He also was a director and a member of the executive committee of Island'sIsland Capital’s  predecessor company, EIC Corporation Ltd., a Bermuda-domiciled insurance holding company, and Exporters Insurance Company, a New York-based trade credit insurer from 2005 to 2010. He was an outside director of North American Insurance Leaders, Inc. (NASDAQ: NAIL), thea special purpose acquisition corporation focused on the insurance distribution sector in 2007. He also served as a director of FIHC, a Barbados-domiciled insurance holding company, and Facility Insurance Company, a Texas workers compensation company from 2001 to 2003. Mr. Hompe served on thewas a Board Member of American Life from 2015 tothrough June 2018.

The Board, in reviewing and assessing the contributions of Mr. Hompe to the Board, determined that his significant experience in financing and formulating strategy for numerous insurance companies provides significant contributions to the Board. His insights and relationships should prove valuable towards formulating and implementing corporate strategy and pursuing growth opportunities.

MARK A. OLIVER:Mr. Oliver was the Chairman and a member of the Board of Directors of Midwest’s primary life insurance subsidiary, American Life and Security Corp. (“American Life”) from March 2017 through June 28, 2018. He served as CEO since that company received its Certificate of Authority from the Nebraska Department of Insurance on September l, 2009 until June 28, 2018. Since June 28, 2018, Mr. Oliver has served as Vice President and Secretary of American Life and has remained on its Board of Directors. Mr. Oliver also serves as Chief Executive Officer and Treasurer and as a member of the Board of Directors of Midwest. From 1984 until June 2007 Mr. Oliver was employed by Citizens, Inc., a life insurance holding company with principal offices in Austin, Texas, serving as its President and in various other executive capacities since 1997. He serves as a Director and Treasurer of Pacific Northwest. Additionally, he serves as Chairman and Chief Executive Officer of the Board of New Mexico Capital Corp.

The Board, in reviewing and assessing the contributions of Mr. Oliver to the Board, determined that his leadership and intimate knowledge of the life insurance industry, our structure and our operations, provide the Board with company-specific experience and expertise.

FIRMAN LEUNG:Mr. Leung has over 30 years of experience in the financial services industry as an Investment and Capital Markets Banker in New York, London and Hong Kong. Since 2016, he has served as the Managing Principal of Columbus Circle Capital, LLC in New York and the Executive Managing Director of Investment Banking and Capital Markets at American Capital Partners, LLC, also in New York. From 2012 to 2015, he served as Managing Director, Investment Banking and Capital Markets at RCS Capital Corporation, New York. From 2002 to 2012, he was Managing Director, Capital Raising at Sandler O’ Neill & Partners, L.P., New York. Mr. Leung received his BS in Economics from The Wharton School at University of Pennsylvania and his MBA degree from The Amos Tuck School at Dartmouth College. He has also been a product speaker at the Las Vegas MoneyShowMoney Show in the main forum: “Building a Durable Income Portfolio.” Mr. Leung served on thewas a Board Member of American Life from 2015 tothrough June 28, 2018.

The Board, in reviewing and assessing the contributions of Mr. Leung to the Board, determined that his significant experience in investment banking provides significant contributions to the Board.

SCOTT MORRISON:Since 2006, Mr. Morrison has been Managing Partner of Oaks, Hartline & Daly law firm in Austin, Texas. Mr. Morrison is Texas board certified in estate planning and probate law. He practices law in the areas of estate administration and planning, probate and general business law. He has been named a “Texas Rising Star” by both Law and Politics Media, Inc. and Texas Monthly magazine. Mr. Morrison served on thewas a Board Member of American Life from 2015 tothrough June 28, 2018.

The Board, in reviewing and assessing the contributions of Mr. Morrison is not seeking re-election to the Board determined that his extensive legal experience, particularly in business law, provides significant contributions toof the Board. As a managing partner of a law firm, he is uniquely positioned to provideCompany at the Board with insight and advice on a full range of strategic, legal, financial and governance matters.Annual Meeting.

JACK THEELER:THEELER:  Mr. Theeler is a partner in the Morgan Theeler law firm of Mitchell, South Dakota where he has been employed since 1971. He has a bachelor’s degree in accounting (1968) and a law degree (1971) from the University of South Dakota. In law school he was Editor in Chief of the South Dakota Law Review and graduated magna cum laude. He was the first Chairman of the South Dakota Lottery Commission, serving from 1986 to 1992. He is a member of

American Bar Association, the State Bar of South Dakota, the Association of Defense Trial Attorneys, the South Dakota Defense Lawyers Association and an associate in the American Board of Trial Advocates. Mr. Theeler has served on numerous boards and commissions including Dakota Wesleyan University, Mitchell Area Development Corporation and the Mitchell YMCA. Mr. Theeler has been inducted into the University of South Dakota Sports Hall of Fame, the Mitchell Area Ducks Unlimited Hall of Fame, and his high school basketball team has been inducted into the South Dakota High School Basketball Hall of Fame. Jack and Nancy Theeler received the 2007 Community Service Award presented annually by the Mitchell Area Chamber of Commerce. AHe was a founding Board Member of Great Plains Financial Corp. and Great Plains Life Assurance, he is also a Board Member of American Life.

The Board, in reviewing and assessing the contributions of Mr. Theeler to the Board, determined that his extensive experience in general legal and business matters, as well as his serving on boards of other companies and entities, provides significant contributions to the Board. His extensive experience in general legal business matters puts him in a unique position to provide the Board with insight and advice on a full range of strategic, legal, financial and governance matters.

DANA STAPLETON:Mr. Stapleton has been a farmer/rancher in Sisseton, South Dakota for over the past 30 years. In 2001 he was named the South Dakota Farmer of the Year and the 2002 National Farmer of the Year. He was a founding Board Member of Great Plains Financial Corp. and Great Plains Life Assurance Co. Mr. Stapleton served as a member of the Board of Directors of American Life from 2015 through June 28, 2018.

The Board, in reviewing and assessing the contributions of Mr. Stapleton to the Board, determined that his extensive business experience and knowledge of practical business matters provides significant contributions to the Board. As a lifetime operator of a large family farm, he has experienced numerous intricate and challenging business environments, and the Board believes he will provide the Board with insight and valuable advice on the Company’s strategic plans.

TODD BOEVE:Mr. Boeve is currently Vice President, COO and Corporate Secretary for Midwest and has worked for Midwest since January 2010. He was appointed to fill a vacancy on the Board in April 2017. Additionally, he is the Secretary/Treasurer and a member of the Board of Big Sky Capital, a Montana holding company. He previously worked in the funeral industry for ten years as a licensed funeral director and was a PGA Golf Professional for nine years. Mr. Boeve served on the BoardMember of American Life from 2015 to June 2018. He also serves as Secretary of Pacific Northwest and New Mexico Capital Corp.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” EACH OF ITS THREE NOMINEES FOR DIRECTOR PRESENTED IN PROPOSAL 1.

CORPORATE GOVERNANCE

Board Leadership Structure

Midwest does not have a formal policy regarding the separation of its Chairman and CEO (principal executive officer) positions. Our Board is responsible for the control and direction of the Company. The Board represents the Company’s shareholders, and its primary purpose is to build long-term shareholder value. Mr. Oliver serves as Chairman of the Board and Chief Executive Officer of the Company. The Board believes that Mr. Oliver is best situated to serve as Chairman because he is the director most familiar with the Company’s business and industry and is also the person most capable of effectively identifying strategic priorities and leading the discussion and execution of corporate strategy. In this combined role, Mr. Oliver is able to foster accountability and effective decision making. The Board believes that the combined role of Chairman and Chief Executive Officer strengthens the communication between the Board and management and provides a roadmap for shareholder communications. Further, as the individual with primary responsibility for managing day-to-day operations, Mr. Oliver is best positioned to chair regular Board meetings and ensure that key business issues and risks are brought to the attention of our Board and Audit Committee. We therefore believe that the creation of a lead independent director positionStapleton is not necessary at this time.

Board's Role in Risk Oversight

The Board of Directors as a whole has responsibility for risk oversight. The oversight responsibility of the Board is enabled by management reporting processes that are designed to provide visibilityseeking re-election to the Board aboutof the identification, assessmentCompany at the Annual Meeting.

SACHIN GOEL:Mr. Goel was nominated by Xenith to fill one of its positions on the Board in 2019. Mr. Goel is a CFA Charter holder and serves as a Managing Director on the investment team and leads the capital markets activity for Brightwood Capital Advisors, LLC in New York. He joined Brightwood in 2013. Prior to joining Brightwood, Mr. Goel was a Managing Director in Macquarie Capital USA’s credit trading division from 2009‑2013, where he was responsible for a portfolio of distressed and high-yield corporate credits.

DOUGLAS K. BRATTON:  Mr. Bratton is the Founder, President, Chief Investment Officer and majority owner of Crestline Investors, Inc., the general partner of Crestline Management, L.P.,  an institutional alternative investment management firm. Mr. Bratton is also sole director of critical risks. This reportingBratton Capital, Inc., which is designed to focusthe general partner of Bratton Capital Management L.P. Mr. Bratton has been an investment  professional specializing in alternative asset strategies since 1983 and has managed assets on areas that include strategic, operational, financialbehalf of the Bass family of Fort Worth, Texas, since 1988. Mr. Bratton has served on the board of directors of Bounty Minerals Corporation, a private company, since 2014, and reporting, compensation, compliance and other risks. For example, the Board of Directors regularly receives reports regarding the investments and securities held by Midwest's insurance subsidiary, as well as other reports regarding its insurance business.

Director Independence

Presently, we are not required to comply with the director independence requirementsVisitors of any securities exchange. In determining whether our directors are independent, however, we intend to adhere to the rulesDuke University’s Fuqua School of the NYSE American with respect to independent directors. The NYSE American listing standards define an “independent director” generally as a person, other than an executive officer or employee of a company, who does not have a relationship with the company that would interfere with the director's exercise of independent judgment.

The NYSE American listing requirements state that a majority of a company's board of directors must be independent. Our Board of Directors includes six independent directors, namely, Steve Conner, John Hompe, Scott Morrison, Jack Theeler, Firman Leung and Dana Stapleton. These six independent directors constitute a majority of the Board of Directors. The same will be true following the election of the proposed slate at the Annual Meeting.

Board Meetings and Committees; Annual Meeting Attendance

During 2017, four meetings of the Board of Directors were held. All members of the Board of Directors attended 100% of these meetings, except Dana Stapleton, who attended 50% of the meetings and Firman Leung attended 75%. We do not require our Board members to attend the Annual Meeting of Shareholders.

Because Midwest is not listedBusiness since 2013. Mr. Bratton has served on any securities exchange, it is not subject to any listing requirements mandating the establishment of any particular committees. During 2017 the Board of Directors had no standing committees other than an Audit Committee comprised of John Hompe, Scott Morrison, and Jack Theeler. All functions of a Nominating Committee and Compensation Committee were performed by our Board of Directors as a whole.

Audit Committee

At a meeting on March 29, 2016, the Board established an Audit Committee and appointed John Hompe, Scott Morrison and Jack Theeler to serve on the Audit Committee. Mr. Hompe was designated the Committee Chair and Financial Expert. The Board subsequently adopted an Audit Committee Charter that details the Audit Committee’s responsibilities to be as follows: (i) review recommendation of independent registered accountants concerning Midwest's accounting principles, internal controls and accounting procedures and practices; (ii) review the scope of the annual audit; (iii) approve or disapprove each professional service or type of service other than standard auditing services to be provided by the independent registered public accountants; and (iv) review and discuss with the independent registered public accountants the audited financial statements. The Committee met 4 times in 2017. Our Audit Committee charter is available on our website atwww.midwestholding.com.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee of the Board of Directors of Midwest has reviewedAquestive Therapeutics, Inc. (Nasdaq: AQST) since January 2004. Mr. Bratton received a B.S. from North Carolina State University in 1981 and discussed Midwest’s audited financial statements for fiscal years ended December 31, 2017 and 2016an M.B.A. with Midwest’s management.

Midwest’s audited financial statements were not completedHonors from Duke University in time for inclusion in its Annual Report on Form 10-K as originally filed on April 16, 2018. Unaudited financial statements for the year ended December 31, 2017 were included in the Form 10-K. The Form 10-K was amended and filed with the SEC on September 7, 2018, and it included audited financial statements for the fiscal years ended December 31, 2016 and 2017.

In connection with the audited financial statements included in the above Form 10-K/A, the Audit Committee has discussed with Midwest’s independent auditors the matters required to be discussed by the Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. l, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T. In addition, the Audit Committee received the written disclosures and the letter from the Company’s independent accountants required by applicable requirements of the Public Company Accounting Oversight Board and has discussed with the independent accountant its independence from the Company and its management.

Midwest’s financial statements for the fiscal year ended December 31, 2017 were audited by its independent registered public accountants and became available on September 7, 2018. Accordingly, the Audit Committee recommended that the audited financial statements be included in an amendment to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The amendment, on Form 10-K/A, was filed with the SEC on September 7, 2018.

Nominating Committee and Selection of Director Candidates

Due to the size and structure of Midwest and its Board of Directors, the Board does not have a standing Nominating Committee. It also does not have a charter or policy regarding the nominating process. The functions that would be performed by the Nominating Committee have been performed by the entire Board of Directors. As described under “Proposal 2 – The Transactions” the holder of our Preferred Stock is entitled to nominate and elect five of the eight members of our Board of Directors. Holders of our voting common stock are entitled to elect three directors.

Shareholders who wish to recommend nominees for consideration by the Board of Directors or Nominating Committee (if and when established) must submit their nominations in writing to Midwest’s Chairman. Submissions must include sufficient biographical information concerning the recommended individual for the Board of Directors or Nominating Committee to consider, including age, five-year employment history with employer names and a description of the employer’s business, whether such individual can read and comprehend basic financial statements, and other board memberships (if any) held by the recommended individual. The submission must be accompanied by a written consent of the individual to stand for election if nominated by the Board of Directors or Nominating Committee and to serve if elected by the shareholders. The Board of Directors or Nominating Committee may consider such shareholder recommendations when it evaluates and recommends nominees to the Board of Directors for submission to the shareholders at each Annual Meeting.

In addition, shareholders may nominate directors for election without consideration by the Board of Directors or Nominating Committee. Any shareholder of record may nominate an individual by following the procedures and deadlines set forth in the “Proposals for 2019 Annual Meeting of Shareholders” section of this proxy statement and by complying with the provisions of Midwest’s Bylaws.

Compensation Committee

Due to the size and structure of Midwest and its Board of Directors, the Board does not currently have a standing Compensation Committee. As a result, it does not have a Compensation Committee charter. The functions that would be performed by the Compensation Committee, including consideration of executive officer and director compensation, are performed by the entire Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance1984.

Executive officers, directors and “beneficial owners” of more than ten percent of Midwest’s voting common stock must file initial reports of ownership and changes in ownership with the SEC under Section l6(a) of the Exchange Act. SEC regulations require these reporting persons to furnish us with copies of all Forms 3, 4 and 5, and amendments thereto, that they file with the SEC. We believe that during 2017 and through the date of this filing, all of our officers, directors and greater than ten percent beneficial owners complied with all filing requirements of Section 16(a) of the Exchange Act.

Code of Ethics

Midwest has adopted a Code of Ethics that applies to our officers, directors and employees in accordance with applicable federal securities laws. A copy of the Code of Ethics was filed as an exhibit to the Annual Report on Form 10-K for the fiscal year ended December 31, 2012. The document may be reviewed by accessing Midwest’s public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided to any shareholder without charge upon request. Midwest intends to disclose any amendments to or waivers of certain provisions of its Code of Ethics in a Current Report on Form 8-K.

Shareholder Communications with the Board of Directors

Shareholders may contact any individual director, the Board of Directors as a group or the independent directors as a group by writing to: Board of Directors or Directors, c/o Corporate Secretary, Midwest Holding Inc., 2900 South 70th Street, Suite 400, Lincoln, Nebraska 68506. The communication should specify the applicable addressee(s) to be contacted as well as the address and telephone number of the person submitting the communication. The Board of Directors has instructed the Company’s Secretary to review all communications to the Board and to only distribute if appropriate to the duties and responsibilities of the Board. The Board of Directors has instructed the Company’s Secretary not to forward communications that he determines to be primarily commercial in nature, that relate to an improper or irrelevant topic or that request general information about Midwest. Communications regarding accounting, internal accounting controls or auditing matters may also be reported to the Board of Directors using the above address.

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION

Summary Compensation

The following table sets forth the compensation paid or accrued in the years indicated by Midwestthe Company to its Principal Executive Officer (“PEO”), Mark A. Oliver, Midwest's former PEO, Rick D. Meyer,Michael Salem and to certainits two other executive officers in their capacities with Midwest. Our Board of Directors reviews senior officer compensation on an annual basis.officers.

SUMMARY COMPENSATION TABLE

(1)Appointed to office April 30, 2019.

⁽¹⁾(2)In 2018 and 2019, none of the named executive officers received non-equity incentive plan compensation or non-qualified deferred compensation earnings as defined in Item 402 of Regulation S-K.

Employment Agreements

Upon Closing of the agreement with Xenith Holdings LLC on June 28, 2018, (described in detail under Proposal 2 below) Midwest becameThe Company is a party to an amended employment agreement (“Employment Agreement”) with Mark A. Oliver. Among other things, the Employment Agreement provides:

(a)that Mr. Oliver is employed as an Executive Officer of Midwestthe Company and as Secretary and Vice President of its subsidiary American Life;

(b)a base salary to Mr. Oliver of $250,000 per year, a possible bonus in the discretion of the Board of Directors of Midwestthe Company or American Life;

(c)customary benefits including health insurance, life insurance, car allowance and other fringe benefits and expense reimbursements;

(d)for termination of the Employment Agreement upon Mr. Oliver’s death, disability or for good cause (as defined therein) in which event he will be entitled only to his base salary and benefits through the date of termination;

(e)for Mr. Oliver’s resignation without good reason (as defined therein) or retirement in which event he will be entitled only to his base salary and benefits through the date of termination;

(f)for Mr. Oliver’s resignation for good reason or upon a change in control of Midwestthe Company in which event he will be entitled to a severance payment equal to six months of his base salary; and

(g)customary confidentiality, non-compete and other provisions.

On June 28, 2018, upon the closing of thea transaction with Xenith, Holdings LLC mentioned above, American Life, Midwest’sthe Company’s  principal operating subsidiary, entered into employment agreements with A. Michael Salem and Michael Minnich, newly elected Executive Chairman and PresidentChief Executive Officer of American Life, respectively. The terms and conditions of both agreements are substantially the same as described in subparagraphs (b) through (g) above, with respect to Mr. Oliver’s Employment Agreement.

Director Compensation

In 2019, Directors who arewere not employees of the Company received $1,000 for each meeting of the Board of Directors they attended in person and $350 per meeting they attend via telephone. Directors received an annual retainer of $5,000. Directors also are reimbursed for reasonable expenses related to their personal attendance at meetings. Our Board of Directors reviews director compensation on an annual basis.  Additionally, in 2019, outside Directors received an award of options.  Options vest one third in 2021 and two thirds in 2023 and are exercisable for a period of 10 years at $0.05 per share. Options held by Messrs. Morrison and Stapleton, who are not standing for re-election,  vested on May 1, 2020.

The following table sets forth the compensation paid or accrued by Midwestthe Company to its directors, other than directors who are also named executive officers, for the last completed fiscal year. The options will be subject to adjustment if the reverse stock split in Proposal 1 is approved at the Annual Meeting.

DIRECTOR COMPENSATION1)Mr. Goel was elected to our Board in June 2019.

(4)The following information was obtained from a Schedule 13D filed by Douglas K. Bratton, Crestline Investors, Inc., Crestline Management, L.P. and Crestline Assurance Holdings LLC with the SEC on May 4, 2020. These securities are held directly by Crestline Assurance Holdings LLC (“Crestline”).  The Manager of Crestline is Douglas K. Bratton and the sole member of Crestline is Crestline Management, L.P. (“Crestline Management”).  Crestline Investors, Inc. (“Crestline Investors”) is the general partner of Crestline Management.  Douglas K. Bratton is the sole director of Crestline Investors. Mr. Bratton has voting and investment power over all securities held by Crestline, except for, with respect to voting power, the 87,515,374 shares of Common Stock covered by the proxy granted to Vespoint LLC pursuant to the Stockholders Agreement described under “Certain Shareholder Relationships and Related Transactions” below.  Crestline Management, Crestline Investors and Mr. Bratton may each be deemed to beneficially own the securities held by Crestline.  Therefore, Crestline, Crestline Management, Crestline Investors and Mr. Bratton share the power to (i) vote and direct the vote of 134,706,848 shares of Common Stock beneficially owned by Crestline and (ii) dispose of and direct the disposition of the 222,222,222 shares of Common Stock beneficially owned by Crestline. Mr. Bratton is a member of, and a current nominee to, the Board of the Company. The address of Crestline is 201 Main Street, Suite 1900, Fort Worth, Texas 76102.

CERTAIN SHAREHOLDER RELATIONSHIPS AND RELATED TRANSACTIONS

Xenith Background

On May 9,June 28, 2018, Midwest entered intothe Company underwent a change in control as a result of the closing of a Loan, Convertible Preferred Stock and Convertible Senior Secured Note Purchase Agreement dated May 9, 2018 (the “Agreement”) with a then non-affiliated third party, Xenith Holdings LLC, a Delaware limited liability company (“Xenith”). On June 18, 2019, Xenith converted loans of $20,600,000 into 1,000,534,789 shares of our Existing Common Stock. Xenith is a controlled subsidiary of Vespoint LLC, a Delaware limited liability company (“Vespoint”), which is also the manager of Xenith. Vespoint is owned and managed by AMS Advisors LLC, a Delaware limited liability company (“AMS”), and Rendezvous Capital LLC, a New York limited liability company (“Rendezvous”). Each of Vespoint, AMS and Rendezvous is a private investment company; they are controlled by Michael Minnich and A. Michael Salem, who are the Co-Chief Executive Officers of Vespoint and who are now executive officers and directors of the Company.

Crestline Background

On April 24, 2020, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Xenith, Vespoint and Crestline. Pursuant to the Agreement, Crestline purchased 222,222,222 shares of the Company’s  Voting Common Stock,  at a purchase price of $0.045 per share for $10 million.  In connection with the Agreement, on April 24, 2020, the Company entered into a stockholders agreement (the “Stockholders Agreement”) with Xenith, Vespoint, Michael Minnich (“Minnich”), A. Michael Salem (“Salem”) and Crestline.

The Agreement is described under Proposal 2 below.

As partCompany also entered into a customary director’s indemnification agreement with Douglas K. Bratton, a principal of Crestline, who, at the closing of the Agreement, Midwest sold 1,500,000was appointed as a director of both the Company and its life insurance subsidiary, American Life and Security Corp. (“ALSC”) and who is a nominee for election to the Board at the Annual Meeting.

Among other things, the Stockholders Agreement provides:

Constituency and election to our Board. As long as Crestline and its affiliates own at least 10% of the Company’s outstanding common stock, Vespoint, Xenith and Messrs. Minnich and Salem and their affiliates (the “Vespoint Stockholders”) have agreed to vote their Company shares for one Crestline representative on the Company’s  Board and, subject to reasonable committee member suitability standards and applicable regulatory qualification requirements, any committee thereof, with Board observer rights provided for an additional Crestline representative, and the Company will appoint one Crestline designated member and a Crestline selected observer to the Board of ALSC.   Crestline agreed, so long as it and its affiliates own at least 10% of the Company’s outstanding common stock, to vote its Company shares for the election of Messrs. Minnich and Salem to the Board of the Company as long as each of them separately owns at least 3% of the outstanding shares of newly created Class C PreferredCompany Common Stock (“Preferred Stock”and each is an executive officer of the Company.

Proxy. Crestline granted Vespoint a proxy covering 87,515,374 shares of common stock acquired by Crestline pursuant to the Agreement (the “Proxy Shares”) to Xenithenable Vespoint to vote, in Vespoint’s sole discretion, the Proxy Shares on any

matter submitted to the Company shareholders for $1,500,000. The Preferred Stock is convertible, at Xenith’s election, into 72,854,474approval.  As a result, Crestline retains voting rights with respect to only 134,706,848 shares of Midwest’s voting common stock.stock acquired pursuant to the Agreement (representing approximately 9.9% of outstanding common stock of the Company).  Such proxy will automatically terminate upon (a) receipt of Form A approval from the Nebraska Department of Insurance (the “Department”) with respect to Crestline owning more than 9.9% of outstanding common stock of the Company or (b) the sale or transfer of Proxy Shares by Crestline to a third party, but such termination will be only with respect to such Proxy Shares. Vespoint intends to vote the Proxy Shares at the Annual Meeting for the nominees for election to the Company’s Board and for Proposals 1, 2, 3 and 5.

Preemptive and First Rights of Refusal.  For a period of three years following the date of the Stockholders Agreement, (i) the Company granted Crestline a pro rata preemptive right to purchase equity securities the Company may issue, (ii) Crestline granted the Company a right of first refusal to purchase Company common stock owned by Crestline (including shares it may subsequently acquire) that it may offer to sell, and (iii) the Vespoint Stockholders granted Crestline a right of first refusal to purchase their Company shares of common stock they currently own or subsequently acquire that they may offer to sell.

Co-Sale Rights.  For the earlier of (i) ten years following April 24, 2020 or (ii) the date on which Crestline and its affiliates own less than 5% of the outstanding shares of common stock of the Company, the Vespoint Stockholders granted Crestline a right of co-sale with respect to the Company shares they currently own or subsequently acquire.  Pursuant to the provision, if a Vespoint Stockholder desires to transfer or sell shares to a third party and to the extent such shares have not been purchased by Crestline pursuant to the right of first refusal described above but subject to the conditions indicated below, then Crestline has the right, on a pro rata basis, to participate in the transfer or sale on the same terms and conditions as being offered to a Vespoint Stockholder.  However, Crestline may only exercise its co-sale right if (i) the amount of shares to be transferred or sold by the Vespoint Stockholder is equal to or exceeds, together with all sales of Company shares sold by such stockholder within the preceding three (3) months of the date of such proposed transfer, 1% of the total outstanding  common stock of the Company (which shall be increased to 3% of the total outstanding common stock in the event that the Company consummates a firm-commitment underwritten public offering of its common stock which nets at least $15 million of proceeds to the Company) and (ii) the Company’s common stock is listed for trading on the NYSE or the Nasdaq Stock Market.

Registration Rights. The Company granted customary demand and piggyback registration rights to Crestline and the Vespoint Stockholders to register future public sales of their common stock subject to certain terms and conditions.

Future related party transactions. Crestline Management L.P., ALSC and Seneca Reinsurance Company, LLC, a subsidiary of the Company (“Seneca Re”) plan to submit for regulatory approval with the Department and the Vermont Department of Financial Regulation a reinsurance agreement under which ALSC will cede 25% of its premium volume to companies formed by Crestline and Seneca Re arising under multi-year guaranteed annuity and fixed-index annuity contracts of ALSC for an initial three-year period. Upon such approval, such entities will finalize the reinsurance and related agreements.

PROPOSAL 5

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Preferred Stock votes along with Midwest’s voting common stock on an “as converted” basis. IfAudit Committee has concluded that the Preferred Shares were converted, it would represent ownershipretention of approximately 76% of Midwest’s then outstanding voting common stock. This does not include Xenith’s right to increase Xenith’s holdings of Midwest’s voting common stock by an additional 29,141,790 shares though the conversion of $600,000 of notes it holds as a result of loans made to Midwest under the Agreement.

PROPOSAL 2
APPROVAL OF INCREASE IN NUMBER OF AUTHORIZED
SHARES OF VOTING COMMON STOCK

General

Our Board of Directors has determined that an increase in the number of authorized shares of voting common stockMazars USA LLP (“Mazars”) is in the best interestinterests of Midwest and its shareholders and unanimously approvedappointed Mazars as Midwest’s independent registered public accounting firm for 2020. Mazars was appointed as the Midwest’s external auditor in 2019. The Audit Committee evaluates the independent registered public accountant’s qualifications, performance, audit plan and recommendedindependence each year. In addition to assuring the shareholders to approve an amendment to Midwest’s Amended and Restated Articles of Incorporation to increase the number of authorized shares of capital stock from 150,000,000 shares to 2,000,000,000 shares in order to increase the number of authorized shares of voting common stock from 120,000,000 shares to 1,970,000,000 shares. The form of amendment is attached to this Proxy Statement as Appendix A.

Asregular rotation of the Record Date, we had 22,860,701 shares of voting common stock issued and outstanding. As of the Record Date, we had no shares of Series A Preferred Stocklead audit partner every five years as required by SEC rules, one or Series B Preferred Stock issued and outstanding. However, as the result of the transactions described below, as of the Record Date we also had 1,500,000 shares of Series C Preferred Stock (the “Preferred Stock”) outstanding convertible at the holder’s (Xenith’s) election into 72,854,474 shares of our voting common stock. The shares of Preferred Stock vote along with our voting common stock, on an “as converted” basis. Also as described below, we issued promissory notes in the amount of $600,000 convertible at the lender’s (Xenith’s) election into 29,141,790 shares of our voting common stock. Therefore, if the Preferred Stock and notes were fully converted, we would have no shares of voting common stock available for future issuance or to meet the conversion rights of additional loans that may be made to us as described below, or for future corporate purposes.

If Proposal 2 is approved and adopted by our shareholders, any additional shares of voting common stock authorized by the amendment will, when and if issued, have the same rights and privileges as the shares of voting common stock currently authorized, issued and outstanding. Holders of voting common stock currently have no preemptive rights and, accordingly, shareholders would not have any preferential rights to purchase any of the additional shares of voting common stock when such shares are issued.

Adoption of the proposed amendment and issuance of the voting common stock would not affect the rights of the holders of currently outstanding voting common stock of the Company, except for, with respect to the issuance of additional shares, effects incidental to increasing the number of shares of our voting common stock outstanding, such as dilution of the earnings per share, if any, and voting rights of current holders of our voting common stock.

Vote Required

If a quorum exists, Proposal 2 will be approved if the votes cast favoring Proposal 2 exceed the votes cast opposing Proposal 2. Abstentions will not be counted as votes cast and will have no effect on the vote on Proposal 2. For the reasons set forth below under “Certain Relationships and Related Transactions,” the holder of our Preferred Stock has agreed to cast its “as converted” shares of voting common stock on Proposal 2 in accordance with the majority votes of our voting common stock on Proposal 2 at the Annual Meeting.

Reasons for the Proposal

Background of the Transactions

Since 2015, management has attempted to improve the capital structure of the Company and reduce overhead through a number of different methods. We have merged with and into the Company, First Wyoming Capital Corp., Great Plains Financial Corp., and Northstar Financial Corp., all holding companies, as well as life insurance subsidiaries First Wyoming Life Insurance Company and Great Plains Life Assurance Company and we have sold Capital Reserve Life Insurance Company. These actions added a limited amount of capital and helped reduce duplicative overhead; however, they did not change the fundamental lack of scale needed to achieve break-even operations for the Company. In 2017, we coinsured the blocks of business obtained through the First Wyoming Life and Great Plains Life mergers and added an additional $1.85 million of capital. This last transaction temporarily shored up regulatory capital, and avoided a takeover by the Nebraska Department of Insurance, but it pushed us further from a break-even level revenue as we were forced to monetize profitable revenue streams and investment income on the policies coinsured. Shortly thereafter, management made the decision to reduce certain staff positions. Since 2015, we have eliminated 10 management and staff positions, representing almost 40% of the total home office staff.

While these efforts were underway, management conducted active, ongoing efforts to find a source of material, long-term capital to carry the Company forward, and support an expansion of marketing efforts that could allow revenues to equalize with our new, lower level of overhead. Between October, 2015 and December, 2017, Mark Oliver and/or Joel Mathis met with or conducted conference calls with 103 potential investor/investment groups regarding recapitalizing the Company. Some of these discussions led to multiple meetings and even draft letters of intent; however, we were unable to secure a firm commitment from any group on terms that were acceptable.

On November 15, 2017, Mark Oliver was introduced by the Company’s regulatory counsel in a telephone call to A. Michael Salem and Michael Minnich, principals of AMS Advisors, LLC (“AMS”), a private investment firm located in New York, New York and the parent of a newly formed Delaware limited liability company, Xenith Holdings LLC (“Xenith”). Messrs. Salem and Minnich (referred to herein for convenience as the “AMS representatives”) were seeking a platform to use as an entry to the life insurance business. During the call, each party discussed their respective backgrounds and Mr. Oliver described the Company’s operating platform and its need for a capital partner. AMS requested that Mr. Oliver provide a draft budget and operating pro-formas for Midwest, which were provided on November 17, 2017.

On November 30, 2017, AMS, the Company’s consulting actuary, Eric Newberg and Mr. Oliver held a conference call with the AMS representatives whereby the Company’s in-force life insurance business valuation (which had been performed by Mr. Newberg earlier in 2017) was discussed, as well as trends that Mr. Newberg considered to be significant.

On December 4, 2017, Mr. Oliver provided copies of the Company’s primary reinsurance treaty to Mr. Minnich for review.

On December 13, 2017, the AMS representatives traveled to Lincoln, Nebraska to tour the Company’s offices and meet personally with management. During the time in Lincoln, discussions occurred regarding the Company’s operations, lack of profitability and its inability to reach scale in sales production. The meetings continued through the next day.

On December 18, 2017, a draft letter of intent was received from AMS. Management began to discuss the proposal with counsel to determine the best course of action.

On December 29, 2017, Mr. Oliver and the AMS representatives held a call to introduce Novarica, an IT consultant retained by AMS to assess the Company’s systems. During the call, plans were made for Novarica to perform an on-site assessment at Midwest’s offices in Lincoln.

On January 11, 2018, Mr. Oliver traveled to New York City to meet with the AMS representatives the following day. During that visit, discussions regarding the proposed letter of intent as well as the due diligence process continued.

Midwest’s Board of Directors met telephonically on January 27, 2018 to review the proposed letter of intent.

On January 19, 2018, Mr. Oliver and the AMS representatives held a conference call to continue to dialogue regarding deal structure, the identity and functions of due diligence consultants retained by AMS and the overall due diligence process and timing.

On January 23, 2018, Mr. Oliver and key staffmore members of the Company held a conference call with RMA, Inc., an actuarial, reinsurance and operations consultant from Toronto that AMS had retained to assess the Company’s reinsurance agreements, evaluate its operations and to perform a valuation of its in-force business as well as the ongoing viability of the products being offered by the Company.

On February 1 and 2, 2018, Dixon Hughes Goodman LLP, CPA’s retained by AMS were on site at the offices of RSM LLP, the Company’s independent registered public accountants, in Omaha and at the Company’s offices to perform a review of the Company’s financial reporting and internal control policies and procedures. They then came to the Company’s offices on February 3 and 4, 2018, to review financial statement workpapers andAudit Committee will also meet with the accounting staff.

From February 7 through 9, 2018, Novarica’s representative visited the Company’s offices to complete the IT review. Previously, a detailed questionnaire had been provided to the Company’s IT staff for completion. The review encompassed the contents of the questionnaire and meetings with management occurred.

On February 13 and 14, 2018, three representatives of RMA, Inc. visited the Company’s offices to perform an on-site review of all reinsurance agreements and evaluate the Company’s staff’s ability and procedures regarding administration of the Company’s existing business.

Mr. Oliver flew to Denver on February 15, 2018 to meet with counsel to the Company to discuss progress on the transaction. Additionally, plans calledcandidates for the AMS representatives to fly to Denver. A meeting had been scheduled withlead audit partner and the holder of the Company’s outstanding surplus debentures to discuss their settlement. Mr. Oliver met with the holder; however, the AMS representatives were not able to attend in person due to illness and instead joined by conference call.

On February 25, 2018, the AMS representatives flew to Lincoln to meet with Mr. Oliver. Company counsel flew in to join the meeting. Conversations continued regarding a definitive agreement. The AMS representatives advised that they had retained Kutak Rock, LLP (“Kutak”) as transaction counsel and that it had also been engaged to conduct a legal review as part of AMS’s due diligence of the Company.

On March 1, 2018, Mr. Oliver had a call with Kutak representatives to make introductions and commence the legal due diligence. Shortly thereafter, Kutak delivered a list of documents for the Company to provide. This portion of the due diligence process continued over the next two weeks.

On March 7, 2018, Mr. Oliver flew to New York City to meet with AMS. During the visit, discussions continued over transaction structure and terms. Mr. Oliver also met with one of AMS’s capital partners.

On March 15, 2018, the AMS representatives flew to Lincoln to continue the due diligence process and meet with Mr. Oliver to continue discussions regarding several business points to be included in a definitive agreement.

On March 20, 2018, Mr. Oliver had a conference call with Kutak to answer its due diligence questions and another call on March 27, 2018 to provide additional information Kutak had requested during the call.

On April 4, 2018, the AMS representatives flew to Lincoln. The following day, accompanied by Mr. Oliver and insurance regulatory counsel, the group met with the Nebraska Department of Insurance to give a progress report on discussions and to address questions that the Department might have with respect to their report.

On April 18, 2018, Mr. Oliver discussed with the Midwest Board of Directors the need to create a committee of Independent Directors (“Special Committee”) to review the proposed transaction. The SpecialAudit Committee was comprised of Firman Leung, Chair, Jack Theeler, and Steve Connors. This group met telephonically on April 23, 2018 with counsel and then met in Lincoln on May 1 and 2, 2018 to review the history of the Company’s efforts to raise capital, the history of negotiations with AMS, andwill discuss the proposed transaction and its effect on shareholders. The AMS representatives flew to Lincoln during the first week of May 2018 and also met with the Special Committee members. The Special Committee negotiated with AMS with respect to the proposed definitive agreement, including lowering a required break-up fee, putting a cap on reimbursable expenses and insuring the transaction met the near term needs of Midwest as well as offering a plan for the Company to go forward.

On May 4, 2018, Mr. Oliver, insurance regulatory counsel and the AMS representatives met again with the Nebraska Department of Insurance to advise on the progress of negotiations and the timing of regulatory filings for the approval of a possible transaction.appointment before rotation occurs.

Following the conclusion of negotiations with the AMS representatives, the Special Committee, on May 8, 2018, reported its conclusions to the full Board of Directors via a conference call and recommended approval of the proposed transactions described below. The Midwest Board, with Mark Oliver and Todd Boeve abstaining, unanimously approved the transactions.

The Agreement was signed on May 8, 2018.

In late May 2018, AMS filed the requisite Form A to acquire control of Midwest and its insurance subsidiary, American Life, with the Nebraska Department of Insurance. Approval was granted by the Department on June 28, 2018 and the transactions described below under “The Transactions” were closed later the same day.

Reasons for the Transactions

In approving the Transactions and in recommending shareholder approval of the Proposal to increase the Company’s authorized capitalization, the Special Committee and the full Board of Directors considered several factors:

The Company’s ongoing capital shortfall was a primary concern. Management has had ongoing dialogue with the Nebraska Department of Insurance (and Arizona prior to the 2016 re-domestication) regarding American Life’s level of capital and history of operating losses. Management had taken numerous steps to reduce operating losses; however the Nebraska Department of Insurance made it clear that should losses continue without the addition of new capital, that it would have no choice but to take steps to protect the interests of the policyholders by issuing an order placing the Company’s insurance subsidiary under supervision, or more drastically, under receivership which would wipe out the existing shareholder ownership, remove management and the Board of Directors and ultimately lead to a disposition of American Life by the Department.

Compounding the regulatory issues was the inability of the Company to expand into new markets in order to reach a level of revenue that is more in balance with the operating costs. Because it costs more to put a new policy on the books than the revenue it generates in year one, the strain of new business has prevented management from recruiting new agents to offer the Company’s products which has the effect of limiting revenue growth. Management believed that the Company’s life insurance products were profitable, as evidenced by the more than $1.85 million received for approximately 1/3 of the policies in-force that were coinsured in 2017; however, the minimum level of overhead necessary to operate a public life insurance company has more than exceeded our annual premium revenues. Management could not significantly reduce overhead further without creating additional problems from an inability to properly account for and report on operations. Over time, the Company also lost key sales personnel because of their inability to write a significant amount of business and had to replace them with inexperienced personnel whose levels of production were minimal.

Management made an exhaustive search for new capital, as evidenced by the more than 100 meetings and calls since late 2015; however we were unable to find serious or tangible interest from an investor prior to meeting AMS (Xenith) in late 2017. The failure to attract new capital was due to a number of reasons: some investors did not like the fact that Midwest was a public company with more than 11,000 shareholders; some indicated that the limited number of states that American Life was authorized to do business was a hindrance to growth; some indicated that the Company’s business plan that was centered around the sale of ordinary life policies in rural areas was not scalable; others found the history of operating losses concerning; while others, finding senior management to be attractive and expressed interest in hiring them, had no interest in the other aspects of the Company; and lastly, some had an interest in acquiring only American Life, but essentially gave it no value.

After considering all of these facts and spending time with AMS and the management of Xenith, it became clear to the Company’s Board that the Xenith relationship offered a good match for the Company. Xenith wanted a Nebraska charter and to operate in Nebraska. It appreciated the Company’s staff and operations and saw it as a hidden asset. AMS (Xenith) provided potential access to significant levels of new capital and brought an operating strategy that would offer an opportunity to reach scale in a relatively short time frame. Lastly, Xenith embraced the public company structure and saw an opportunity to build a company that would provide benefits for all shareholders through stock appreciation based on new technology, product and marketing ideas.

The foregoing discussion of the factors considered by the Special Committee and Board of Directors of the Company is not meant to be exhaustive, but includes the material factors, considered by them to support its decision to recommend the approval of the proposal to increase the Company’s authorized capitalization. The Board of Directors did not assign relative weights or other quantifiable values to the above factors; rather, the Board of Directors viewed its position and recommendations as being based on the totality of the information available.

Effect of Proposal if Approved

Section II of the Company’s Amended and Restated Articles of Incorporation will be amended if Proposal 2 is approved by the Company’s shareholders to provide that the number of shares of non-voting common stock it is authorized to issue will be increased from 120,000,000 shares to 1,970,000,000 shares. The number of the Company’s authorized shares of non-voting common stock will remain at 20,000,000 shares and the number of its authorized shares of preferred stock will remain at 10,000,000 shares. No other changes to the Company’s present Amended and Restated Articles of Incorporation are being proposed and there will be no changes to the rights of the Company’s outstanding voting common shares currently held by its shareholders.

If Proposal 2 is approved, we will have a sufficient number of shares to meet our commitments to Xenith should it elect to convert the $600,000 of notes, the $1,500,000 of Preferred Stock and all or most of any Subsequent Loans of up to $22,900,000 described below under “The Transactions.” Additional shares would also be available for future corporate purposes.

If and as Xenith converts its loans and Preferred Stock to shares of the Company’s voting common stock, the percentage of voting power held by shareholders of the Company other than Xenith will decrease and any such decrease will be significant. At this time, it is impossible to predict dilutive impact, if any, resulting from such conversion on the liquidation value, book value or the market value of shares then held by persons other than Xenith.

Possible Effects if Proposal is Not Approved

If shareholders do not approve Proposal 2 and Xenith does not elect to convert its $600,000 notes and $1,500,000 Preferred Stock to shares of the Company’s voting common stock:

(a) the loans will continue to accrue interest as stated below until their maturity in 2028;

(b) the Preferred Stock will (i) remain outstanding with dividends payable as stated below; (ii) have a preference on liquidation or sale of the Company of $1,500,000; (iii) be subject to redemption at Xenith’s election after 2025 at the higher of $1,500,000 or fair market value; and (iv) be able to elect five of the Company’s eight members of its Board of Directors;

(c) if Xenith elects to convert its $600,000 loans and $1,500,000 Preferred Stock, the Company’s entire presently authorized voting common stock will be issued and outstanding and Xenith will own approximately 82% of the Company’s outstanding voting common stock and present shareholders will own approximately 18%;

(d) the Lender will have the right to terminate the Agreement and its ability to make convertible Subsequent Loans as described below, but the Agreement will not be terminated as to the $600,000 loans, the $1,500,000 Preferred Stock or Xenith’s rights thereunder; and

(e) The Company and its shareholders will lose any benefits that might accrue from any Subsequent Loans by Xenith and the expansion of the business of American Life.

Board Recommendation

The Board recommends the proposed increase in the number of authorized shares of voting common stock to ensure the Company has sufficient number of shares of voting common stock to cover the possible conversion of additional convertible notes we may issue to Xenith as described immediately below under “The Transactions”, and for other future capital raising and general corporate purposes.

The Transactions

On May 9, 2018, the Company entered into a Loan, Convertible Preferred Stock and Convertible Senior Secured Note Purchase Agreement (the “Agreement”) with a non-affiliated third party, Xenith Holdings LLC, a Delaware limited liability company (“Xenith” or the “Lender”). AMS, discussed above under “Background of the Transactions”, is the parent of Xenith. On June 28, 2018, the Agreement and the transactions described below were approved by the State of Nebraska Department of Insurance and the Initial Closing (defined below) under the Agreement occurred shortly thereafter.

At the Initial Closing, the Lender loaned $600,000 (the “Loan”) to the Company, repayable upon maturity in 10 years with cash interest of 4% per annum payable quarterly and accrued interest of another 4% per annum payable upon maturity.

The first $500,000 of the Loan is convertible, at Lender’s election, into approximately 24,300,000 shares of Midwest’s voting common stock (which equates to approximately $0.02 per share). The remaining $100,000 is also convertible at the same rate if the Company has adequate authorized voting common stock available which will require adoption of the amendment to its Articles of Incorporation as provided in Proposal 1 under this proxy statement.

Also at the Initial Closing the Lender purchased 1,500,000 shares of the Company’s newly created Preferred Stock for $1,500,000. The Preferred Stock is convertible, at Xenith’s election, into approximately 72,900,000 shares of the Company’s voting common stock (also at approximately $0.02 per share).

After the Initial Closing (sale and issuance of the $600,000 Loans and the $1,500,000 Preferred Stock) the Lender, in its sole discretion, may loan up to an additional $22,900,000 to the Company. Any loans made by Lender under this election (“Subsequent Loans”) will also be convertible into the Company’s voting common stock at the rate of approximately $0.02 per share.

To summarize the above for purposes of illustration assuming the Loans and shares of Preferred Stock are converted into Midwest voting common stock:

If the Lender elects to make Subsequent Loans to the Company, any conversion of all or a portion of those loans, also at approximately $0.02 per share, will further increase its percentage ownership of Midwest’s outstanding voting shares and decrease the percentage ownership held by current Company shareholders. Again, for illustrative purposes only, if the Lender were to make Subsequent Loans of $10,000,000 and then convert such loans into the Company’s voting common stock, the Lender would own approximately 96% of the Company’s voting common stock and current shareholders would own approximately 4%. The conversion of Subsequent Loans assumes that the Company’s Articles of Incorporation are appropriately amended as does the possible conversion of the $100,000 Note above, which requires 4,900,000 more shares than is authorized. The amendment is the subject of this Proxy Statement.

The Agreement has several other important provisions:

(a) Loan and Preferred Stock proceeds must be contributed to Midwest’s insurance subsidiary, American Life, to be held by it and used for general business purposes (except for up to $100,000 which may be used by the Company to cover some of its expenses in entering into and complying with its several obligations under the Agreement).

(b) The Company has made certain representations and warranties that survive the Initial Closing relating to, among other things: (i) proper corporate organization of the Company and American Life and similar corporate matters; (ii) authorization, execution, delivery and enforceability of the Agreement and other transaction documents; (iii) absence of conflicts; (iv) capital structure; (v) accuracy of its articles of incorporation and governing documents; (vi) required consents and approvals; (vii) financial information; (viii) absence of certain changes or events; (ix) title to assets and properties; (x) material contracts; (xi) insurance; (xii) licenses and permits; (xiii) compliance with laws; (xiv) ownership of intellectual property; (xv) employment and labor matters; (xvi) taxes and audits; (xvii) environmental matters; (xviii) brokers and finders; and (xix) other customary representations and warranties.

(c) At the Initial Closing, the Company replaced all American Life officers and directors and replaced them with the Lender’s nominees as successors.

(d) If the Company’s shareholders fail to approve the amendment to the Articles of Incorporation to authorize additional shares of voting common stock, the Lender, at its option, may terminate the Agreement (except that the Loans of $600,000 and the Preferred Stock would continue in place) and the Lender would be entitled to its costs and expenses of up to $150,000 and would no longer have the right to make Subsequent Loans.

The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the actual Agreement, a copy of which is filed as Exhibit 10.18 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 14, 2018.

Convertible Preferred Stock

The Agreement required the Company’s Board of Directors to adopt an amendment to its Amended and Restated Articles of Incorporation to authorize the new Preferred Stock. The amendment was filed with the Nebraska Secretary of State on June 28, 2018 and contained the following provisions:

(a) Number: 1,500,000 shares.

(b) Rank: Senior to the Company’s voting common stock on liquidation with a liquidation preference of $1.00 per share or $1,500,000 in the aggregate.

(c) Dividends: Subject to the availability of funds, dividends at the annual rate of 8% of the liquidation preference of $1,500,000; if not paid the dividends accrue.

(d) Redemption: At any time beginning in early 2025 and subject to Nebraska law, the Lender may require the Company to redeem the shares of Preferred Stock at the liquidation preference (plus accrued dividends) or fair market value, whichever is greater. If the shares are not redeemed for any reason, a default interest rate of 12% per year begins (and increases by 1% per month).

(e) Conversion: The Preferred Stock is convertible into the Company’s voting common stock at the Lender’s election at the rate of approximately $0.02 per share for a total of approximately 72,900,000 million shares of the Company’s voting common stock.

(f) Voting: The Preferred Stock votes along with the Company’s voting common stock as a single class on an “as converted” basis.

(g) Election of Directors: Holders of Preferred Stock voting as a separate class are entitled to elect five of the Company’s eight members of its Board of Directors.

(h) Protective Provisions: The Preferred Stock has several protections against the Company taking action that would adversely affect the rights of holders of Preferred Stock such as mergers, liquidation, dilutive stock issuances, among others.

Security Agreement

Under a separate security agreement, the Loans made by Lender are secured by the outstanding common stock of American Life which is all owned by the Company. Hence upon any default under the Loans or the security agreement, the Company could stand to lose its ownership of American Life, its only significant asset.

Employment Agreement

Xenith required that Mark A. Oliver, the Company’s Chief Executive Officer, enter into an amended employment as a condition of closing. As a result, Mr. Oliver’s existing employment agreement was modified to be terminable at will and that his base salary be reduced. See Proposal 1 “Executive Compensation” above.

No Appraisal Rights

Under applicable Nebraska law, our shareholders are not entitled to appraisal rights with respect to the proposed amendment to our Amended and Restated Articles of Incorporation to increase the number of authorized shares of voting common stock we are authorized to issue.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” PROPOSAL 2.

PROPOSAL 3
AUTHORIZATION TO ADJOURN THE ANNUAL MEETING

General

If the Annual Meeting is convened and a quorum is present, but there are not sufficient votes to approve Proposal 2, our proxy holders may move to adjourn the Annual Meeting at that time in order to enable the Board to solicit additional proxies. The meeting may be adjourned for any other reason deemed necessary or advisable by the proxy holders.

In this proposal, weWe are asking our shareholders to authorizeratify the holderselection of any proxy solicitedMazars as our independent registered public accounting firm for 2020. Although ratification is not required by our bylaws or otherwise, the Board is submitting the selection of Mazars to vote in favorour shareholders for ratification as a matter of granting discretionary authority to the proxy holders, and eachgood corporate practice.

Representatives of them individually, to adjournMazars will be present at the Annual Meeting to another timerespond to appropriate questions and place, if necessary or advisable, or to solicit additional proxies in the event there are not sufficient votes to approve Proposal 2. If our shareholders approve this proposal, we could adjourn the Annual Meeting and any adjourned session of the Annual Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from our shareholders that have previously voted. Among other things, approval of this proposal could mean that, even if we had received proxies representing a sufficient number of votes to defeat Proposal 2, we could adjourn the Annual Meeting without a vote onmake such proposal and seek to convince our shareholders to change their votes in favor of such proposal.

If it is necessary to adjourn the Annual Meeting, no notice of the adjourned meeting is required to be given to our shareholders, other than an announcement at the Annual Meeting of the time and place to which the Annual Meeting is adjourned, so longstatements as no new record date is fixed for the adjourned meeting, which the Company must do if the meeting is adjourned to a date which is more than 120 days after the date fixed for the original meeting. At the adjourned meeting, wethey may transact any business which might have been transacted at the original meeting.

Vote Requireddesire.

The affirmative vote of the holders of a majority in voting power of the votes cast on the proposal by persons presentour Existing Common Stock represented in person or by proxy at the Annual Meeting and entitled to vote on this Proposal will be required for approval. Abstentions will be counted as represented and entitled to vote and will therefore have the effect of a negative vote.

The Board recommends that shareholders vote “FOR” ratification of the appointment of Mazars as Midwest’s independent registered public accounting firm for 2020.

In the event shareholders do not ratify the appointment, it will be reconsidered by the Audit Committee and the Board. Even if the selection is required to approve Proposal 3.ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of Midwest and our shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
A VOTE “FOR” PROPOSAL 3.5.

CERTAIN RELATIONSHIPSPRINCIPAL INDEPENDENT ACCOUNTANT FEES AND RELATED TRANSACTIONSSERVICES

The Company and certain of its directors and officers have current or past relationships and affiliations with businesses that operate, or once operated,principal independent registered public accounting firm utilized by Midwest during 2018 was RSM US LLP (“RSM”, formerly “McGladrey”). RSM had served as our independent registered public accounting firm since December, 2009.  They were replaced in the life insurance industry and that have conducted public and private stock offerings in connection with their operations. These past and present relationships with similar businesses could result in a potential conflict of interest should the Company decide to offer life insurance products in any of the states in which these other companies do business to the extent that a relationship with the other companies is on-going. In addition, a potential conflict of interest could arise if any of those companies chose to do business in Nebraska to the extent that a relationship with the other companies is on-going. For that reason, any decision relating to such business will be made2019 by the disinterested members of the Board of Directors and any member of the Board having an interest in another company will recuse himself or herself from voting or discussing the matter.Mazars.

The directors of the Company do not have interests in the matters described above in Proposal 2 – “The Transactions.” An existing employment agreement between the Company, American Lifeaggregate fees billed by RSM and Mark A. Oliver, its Chief Executive Officer, the term of which wasMazars to expire in 2019, was amended to an “at will” agreement and his salary was reduced from $300,000 per year to $250,000 per year.

Also at closing of the Transactions, employment agreements similar to that of Mr. Oliver were entered into between American Life and the two AMS representatives, Messrs. Salem and Minnich. The two agreements are also “at will” and provide for base salaries of $250,000 per year.

Xenith, the holder of our Preferred Stock, may be deemed to have an interest in Proposal 2—the amendment to our articles of incorporation. As described above under “The Transactions” Xenith has the right, but not the obligation, to make Subsequent Loans to the CompanyMidwest for the purpose of significantly expanding American Life’s insurance operationsfiscal years ended December 31, 2018 and products. Any such Subsequent Loans will be convertible into shares of the Company’s voting common stock, which requires that the Company increase the number of shares of its authorized but unissued voting common stock pursuant to Proposal 2.2019 were as follows:

SHAREHOLDER PROPOSALS

Under SEC Rule 14a-8,14a‑8, if a shareholder wants us to include a proposal in our proxy statement and form of proxy for presentation at our 2019 Annual Meeting2021 annual meeting of Shareholders,shareholders, the proposal must be received by us at our principal executive offices at 2900 South 70thStreet, Suite 400, Lincoln, Nebraska 68506 by February 15, 2019,[    ], 2021, unless the date of our 2021 annual meeting of shareholders is more than 30 days from the anniversary date of our Annual Meeting, in which case the deadline is a reasonable time before we anticipate printingprint and mailingmail our proxy materials for the 2019 Annual Meeting2021 annual meeting of Shareholders.shareholders.  The proposal should be sent to the attention of the Corporate Secretary of Midwest Holding Inc.

InIf Proposal 2 to reincorporate the Company to the State of Delaware is approved by our shareholders at the Annual Meeting, then any shareholder who wishes to propose a nominee to the Board or propose any other business to be considered by shareholders (other than a shareholder proposal included in our proxy materials pursuant to Rule 14a‑8 as set forth above) must comply with the advance notice provisions and other requirements of Section 2.4 of the new Delaware bylaws set forth in Exhibit A‑2 included in the proxy statement. Under our Delaware bylaws, in order to curtail controversyhave a shareholder proposal or director nomination considered at an annual meeting, shareholders are generally required to deliver to the Company certain information concerning themselves and their shareholder proposal or director nomination not less than 45 days nor more than 75 days prior to the anniversary date of the immediately preceding annual meeting (the “annual meeting anniversary date”); provided, however, that, if the annual meeting is scheduled to be held on a date more than

30 days before or more than 60 days after the annual meeting anniversary date, notice must be delivered to us not later than the close of business on the later of the 120th day prior to the scheduled date of such annual meeting and not later than the latest of (i) the 90th day prior to such annual meeting, or (ii) the 10th day after public disclosure of the date of such annual meeting. The purpose of the bylaw is to assure adequate notice of, and information regarding, any such matter as to which shareholder action may be sought.

If Proposal 2 to reincorporate the Company to the State of Delaware is not approved by the shareholders at the Annual Meeting or abandoned by the Board, and if the Company receives notice of a shareholder proposal after [    ], 2021 (which is 45 days prior to the first anniversary of the preceding year’s annual meeting), it will be considered untimely pursuant to Rule 14a‑4(c) under the Securities Exchange Act of 1934, and the persons named in the proxies solicited by the Board for our 2021 annual meeting may exercise discretionary voting power with respect to the proposal. If the date on whichof our 2021 annual meeting is changed by more than 30 days from the date of the Annual Meeting, written notice of a shareholder proposal wasmust be received by us, itthe Company within a reasonable time before the Company distributes its proxy materials in order to be considered timely pursuant to Rule 14a‑4(c) under the Exchange Act.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Because of our relatively small size, to date we have not developed formal processes by which shareholders or other interested parties may communicate directly with members of our Board.  Until formal procedures are developed and posted on our website, any communication to one or more members of our Board may be made by sending them in care of Corporate Secretary, Midwest Holding Inc.,  2900 South 70th Street, Suite 400, Lincoln, Nebraska 68506.  Shareholders should clearly note on the mailing envelope that the letter is suggested that proponents submit their proposals by certified mail-return receipt requested. Such proposals must also meeta “Shareholder-Board Communication.”  All such communications will be forwarded to the other requirements established byintended recipients.

ADDITIONAL INFORMATION

Annual Report

A copy of our Annual Report on Form 10‑K for the SEC for shareholder proposals.

ADDITIONAL INFORMATION

Included withfiscal year ended December 31, 2019 and the Notice of the 2020 Annual Meeting and this Proxy Statement are copiesavailable at www.envisionreports.com/MDH.  We will promptly provide to any shareholder, upon written request and without charge, a copy (without exhibits, unless otherwise requested) of Midwest’sour Annual Report on Form 10-K/A10‑K as filed with the SEC for the fiscal year ended December 31, 2017 and its Quarterly Reports on Form 10-Q/A for the quarterly periods ended March 31, 2018 and June 30, 2018, all of which are incorporated herein by reference.

The Company will provide without charge to each shareholder solicited, upon the written request of any2019. Any such shareholder, a copy of this Proxy Statement and its Annual Report on Form 10-K/A filed with the SEC on September 7, 2018. Such written request should be directed to Midwest Holding Inc., Attn: Corporate Secretary, 2900 South 70th70th Street, Suite 400, Lincoln, Nebraska 68506 Attention: Corporate Secretary.or by calling (402) 489‑8266.

The Company is subject to the requirements of the Securities Exchange Act of 1934 (“Exchange Act”) and files with the SEC annual, quarterly and current reports, proxy statements and other documents. You may review and obtain copies of each such document filed by the Company with the SEC at the SEC’s address or website described in the following paragraph. However, the annual, quarterly and current reports, proxy statements and other documents filed by the Company with the SEC are not incorporated by reference into this proxy statement.

Statements made in this Proxy Statementproxy statement regarding the contents of any contract or other documents are summaries of the material terms of the contract or document.  Copies of this proxy statement may be inspected without charge at the public reference room of the SEC located at 100 F Street, N.E., Washington, D.C. 20549, as may the other reports, exhibits and documents that the Company has filed, or will file, with the SEC. Copies of this Proxy Statement may be obtained from the SEC at prescribed rates. In addition, theThe SEC maintains a website that contains reports, proxy and information statements and other documents that are filed with the SEC through the SEC’s EDGAR System. The website can be accessed athttp:at http://www.sec.gov.

INDEPENDENT PUBLIC ACCOUNTANTS

Representatives of RSM US LLP, Midwest’s independent registered public accountant for the years ended December 31, 2016 and 2017 are not expected

Exhibits to be present at the Annual Meeting.Proxy Statement

APPENDIX A

Exhibit A‑1

ARTICLES OF AMENDMENT
TO
OF

AMENDED AND RESTATED ARTICLES OF INCORPORATION OF

MIDWEST HOLDING INC.

ARTICLE IMidwest Holding Inc., a corporation organized and existing under the laws of the State of Nebraska (the “Corporation”) hereby certifies that:

A.The name of the corporationCorporation is Midwest Holding Inc.

ARTICLE IIB.

Article II of the Amended and Restated Articles of Incorporation is hereby amended and restated to read in its entirety as follows:

The total number of shares that this Corporation is authorized to issue is twenty-two million (22,000,000) shares of Common Stock, of which twenty million (20,000,000) shares shall be designated as voting common stock, par value $0.001 per share (the “Articles”“Voting Common Stock”) and two million (2,000,000) shares shall be designated as the nonvoting common stock, par value $0.001 per share (the “Nonvoting Stock”); and two million (2,000,000) shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). Upon filing and effectiveness (the “Effective Time”), pursuant to the Nebraska Model Business Corporation Act, of these Articles of Amendment to the Amended and Restated Articles of Incorporation of the Corporation, each 500 shares of Common Stock either issued or outstanding or held by the Corporation in treasury stock immediately prior to the Effective Time shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one share of Voting Common Stock (the “Reverse Stock Split”). No fractional shares shall be issued in connection with the Reverse Stock Split. Rather, the Company shall pay cash for fractional shares, based on the average of the weekly high and low sales price as reported on the OTCQB for the four trading weeks preceding the date of the meeting ending on the Friday before the Meeting Date at which these Articles of Amendment were approved by shareholders.

Until exchanged, each certificate that immediately prior to the Effective Time represented shares of Common Stock (an “Old Certificate”) shall thereafter represent that number of shares of Voting Common Stock into which the shares of pre-Reverse Stock Split Stock represented by the Old Certificate shall be been combined.

C.Article VIII is hereby added to the Amended and Restated Articles of Incorporation as follows:

ARTICLE VIII

The number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the whole board. The directors shall be divided into three classes at the Effective Times, with the term of office of the first class to expire at the next annual meeting of shareholders, the term of office of the second class to expire at the annual meeting of shareholders one year thereafter and the term of office of the third class to expire at the annual meeting of shareholders two years thereafter. At each annual meeting of shareholders following such initial classification and election, directors elected to success those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of shareholders after their election.

D.These Articles of Amendment to the Amended and Restated Articles of Incorporation were duly adopted by the Board of Directors and shareholders of the Corporation in accordance with the provisions of Section 21‑2,153 of the Nebraska Model Business Corporation Act.

IN WITNESS WHEREOF, Midwest Holding Inc. has caused these Articles of Amendment to the Amended and Restated Articles of Incorporation to be signed this _______ day of _______,  2020.

Exhibit A - Bylaws

Exhibit A‑2

BYLAWS OF

MIDWEST HOLDING INC.

(adopted on __________, 2020)

TABLE OF CONTENTS

BYLAWS

OF

MIDWEST HOLDING INC.

ARTICLE I - CORPORATE OFFICES

1.1REGISTERED OFFICE; EXECUTIVE OFFICE

The registered office of Midwest Holding Inc. (the “Corporation”“corporation”), shall be fixed in the corporation’s certificate of incorporation, as the same may be amended and/or restated from time to time (the “certificate of incorporation”). The corporation’s principal executive shall be at 2900 South 70th Street, Suite 400, Lincoln, Nebraska 68506.

1.2OTHER OFFICES

The corporation’s board of directors (the “board of directors”) may at any time establish other offices at any place or places where the corporation is qualified to do business.

ARTICLE II - MEETINGS OF STOCKHOLDERS

2.1PLACE OF MEETINGS

Meetings of stockholders shall be held at any place, within or outside the State of Delaware, designated by the board of directors. The board of directors may, in its sole discretion, determine that a meeting of stockholders shall not be held at any place, but may instead be held solely by means of remote communication as authorized by Section 211(a)(2) of the Delaware General Corporation Law (the “DGCL”). In the absence of any such designation or determination, stockholders’ meetings shall be held at the corporation’s principal executive office.

2.2ANNUAL MEETING

The annual meeting of stockholders shall be held on such date, at such time, and at such place (if any) within or without the State of Delaware as shall be designated from time to time by the board of directors and stated in the corporation’s notice of the meeting. At the annual meeting, directors shall be elected and any other proper business, brought in accordance with Section 2.4 of these bylaws, may be transacted. The board of directors may cancel, postpone or reschedule any previously scheduled annual meeting at any time, before or after the notice for such meeting has been sent to the stockholders.

2.3SPECIAL MEETINGS

(i)Special meetings of the stockholders, other than those required by statute, may be called at any time by (A) the board of directors, (B) the executive chairman of the board of directors, (C) the chief executive officer of the corporation, (D) the president of the corporation (in the absence of a chief executive officer), or (E) by the secretary of the corporation whenever requested in writing to do so by holders of at least ten percent (20%) of the voting power of the issued and outstanding shares of the corporation entitled to vote generally in the election of directors, voting together as a single class, but a special meeting may not be called by any other person or persons.

(ii)If any person(s) other than the board of directors calls a special meeting, the request shall:

(A)be in writing;

(B)specify the general nature of the business proposed to be transacted; and

(C)be delivered personally or sent by registered mail or by facsimile transmission to the secretary of the corporation.

(iii)Upon receipt of such a request, the board of directors shall determine the date, time and place of such special meeting, which must be scheduled to be held on a date that is within ninety (90) days of receipt by the secretary of the request therefor, and the secretary of the corporation shall prepare a proper notice thereof. No business may be transacted at such special meeting other than the business specified in the notice to stockholders of such meeting. Nothing contained in this Section 2.3(iii) shall be construed as limiting, fixing or affecting the time when a meeting of stockholders called by action of the board of directors may be held.

2.4ADVANCE NOTICE PROCEDURES

(i)Advance Notice of Stockholder Business. At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be brought: (A) pursuant to the corporation’s proxy materials with respect to such meeting, (B) by or at the direction of the board of directors, or (C) by a stockholder of the corporation who (1) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(i) and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has timely complied in proper written form with the notice procedures set forth in this Section 2.4(i). In addition, for business to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to these bylaws and applicable law. For the avoidance of doubt, except for proposals properly made in accordance with Rule 14a‑8 under the Securities Exchange Act of 1934, as amended, or any successor thereto (the “Exchange Act”), and the regulations thereunder (or any successor rule and in any case as so amended), clause (C) above shall be the exclusive means for a stockholder to bring business before an annual meeting of stockholders.

(a)To comply with clause (C) of Section 2.4(i) above, a stockholder’s notice must set forth all information required under this Section 2.4(i) and must be timely received by the secretary of the corporation. To be timely, a stockholder’s notice must be received by the secretary at the principal executive offices of the corporation not later than the 45th day nor earlier than the 75th day before the one-year anniversary of the date on which the corporation first mailed its proxy materials or a notice of availability of proxy materials (whichever is earlier) for the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or if the date of the annual meeting is advanced by more than thirty (30) days prior to or delayed by more than sixty (60) days after the one-year anniversary of the date of the previous year’s annual meeting, then, for notice by the stockholder to be timely, it must be so received by the secretary not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of (i) the 90th day prior to such annual meeting, or (ii) the 10th day following the day on which Public Announcement (as defined below) of the date of such annual meeting is first made. In no event shall any adjournment, rescheduling or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described in this Section 2.4(i)(a). The term “Public Announcement” means disclosure made in a press release reported by the Dow Jones News Service, Associated Press or a comparable national news service or in a document publicly filed by the corporation with the U.S. Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(b)To be in proper written form, a stockholder’s notice to the secretary must set forth as to each matter of business the stockholder intends to bring before the annual meeting: (1) a brief description of the business intended to be brought before the annual meeting and the reasons for conducting such business at

the annual meeting, (2) the name and address, as they appear on the corporation’s books, of the stockholder proposing such business and any Stockholder Associated Person (as defined below), (3) the class and number of shares of the corporation that are held of record or are beneficially owned by the stockholder or any Stockholder Associated Person and any derivative positions held or beneficially held by the stockholder or any Stockholder Associated Person, (4) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such stockholder or any Stockholder Associated Person with respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such stockholder or any Stockholder Associated Person with respect to any securities of the corporation, (5) any material interest of the stockholder or a Stockholder Associated Person in such business, and (6) a statement whether either such stockholder or any Stockholder Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of the voting power of the corporation’s voting shares required under applicable law to carry the proposal (such information provided and statements made as required by clauses (1) through (6), a “Business Solicitation Statement”). In addition, to be in proper written form, a stockholder’s notice to the secretary must be supplemented not later than ten (10) days following the record date for the determination of stockholders entitled to notice of the meeting to disclose the information contained in clauses (3) and (4) above as of the record date. For purposes of this Section 2.4, a “Stockholder Associated Person” of any stockholder shall mean (i) any person controlling, directly or indirectly, or acting in concert with, such stockholder, (ii) any beneficial owner of shares of stock of the corporation owned of record or beneficially by such stockholder and on whose behalf the proposal or nomination, as the case may be, is being made, or (iii) any person controlling, controlled by or under common control with such person referred to in the preceding clauses (i) and (ii).

(c)Without exception, no business shall be conducted at any annual meeting except in accordance with the provisions set forth in this Section 2.4(i) and, if applicable, Section 2.4(ii). In addition, business proposed to be brought by a stockholder may not be brought before the annual meeting if such stockholder or a Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Business Solicitation Statement applicable to such business or if the Business Solicitation Statement applicable to such business contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that business was not properly brought before the annual meeting and in accordance with the provisions of this Section 2.4(i), and, if the chairperson should so determine, he or she shall so declare at the annual meeting that any such business not properly brought before the annual meeting shall not be conducted.

(ii)Advance Notice of Director Nominations at Annual Meetings. Notwithstanding anything in these bylaws to the contrary, only persons who are nominated in accordance with the procedures set forth in this Section 2.4(ii) shall be eligible for election or re-election as directors at an annual meeting of stockholders. Nominations of persons for election to the board of directors of the corporation shall be made at an annual meeting of stockholders only (A) by or at the direction of the board of directors or (B) by a stockholder of the corporation who (1) was a stockholder of record at the time of the giving of the notice required by this Section 2.4(ii) and on the record date for the determination of stockholders entitled to vote at the annual meeting and (2) has complied with the notice procedures set forth in this Section 2.4(ii). In addition to any other applicable requirements, for a nomination to be made by a stockholder, the stockholder must have given timely notice thereof in proper written form to the secretary of the corporation.

(a)To comply with clause (B) of Section 2.4(ii) above, a nomination to be made by a stockholder must set forth all information required under this Section 2.4(ii) and must be received by the secretary of the corporation at the principal executive offices of the corporation at the time set forth in, and in

accordance with, the final three sentences of Section 2.4(i)(a) above; provided additionally, however, that in the event that the number of directors to be elected to the board of directors is increased and there is no Public Announcement naming all of the nominees for director or specifying the size of the increased board made by the corporation at least ten (10) days before the last day a stockholder may deliver a notice of nomination pursuant to the foregoing provisions, a stockholder’s notice required by this Section 2.4(ii) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be received by the secretary of the corporation at the principal executive offices of the corporation not later than the close of business on the 10th day following the day on which such Public Announcement is first made by the corporation.

(b)To be in proper written form, such stockholder’s notice to the secretary must set forth:

(1)as to each person (a “nominee”) whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of the nominee, (B) the principal occupation or employment of the nominee, (C) the class and number of shares of the corporation that are held of record or are beneficially owned by the nominee and any derivative positions held or beneficially held by the nominee, (D) whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of the nominee with respect to any securities of the corporation, and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit of share price changes for, or to increase or decrease the voting power of the nominee, (E) a description of all arrangements or understandings between or among any of the stockholder, each nominee and/or any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder or relating to the nominee’s potential service on the board of directors, (F) a written statement executed by the nominee acknowledging that as a director of the corporation, the nominee will owe a fiduciary duty under Delaware law with respect to the corporation and its stockholders, and (G) any other information relating to the nominee that would be required to be disclosed about such nominee if proxies were being solicited for the election of the nominee as a director, or that is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act (including without limitation the nominee’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and

(2)as to such stockholder giving notice, (A) the information required to be provided pursuant to clauses (2) through (5) of Section 2.4(i)(b) above, and the supplement referenced in the second sentence of Section 2.4(i)(b) above (except that the references to “business” in such clauses shall instead refer to nominations of directors for purposes of this paragraph), and (B) a statement whether either such stockholder or Stockholder Associated Person will deliver a proxy statement and form of proxy to holders at least the percentage of the corporation’s voting shares reasonably believed by such stockholder or Stockholder Associated Person to be necessary to elect such nominee(s) (such information provided and statements made as required by clauses (A) and (B) above, a “Nominee Solicitation Statement”).

(c)At the request of the board of directors, any person nominated by a stockholder for election as a director must furnish to the secretary of the corporation (1) that information required to be set forth in the stockholder’s notice of nomination of such person as a director as of a date subsequent to the date on which the notice of such person’s nomination was given and (2) such other information as may reasonably be required by the corporation to determine the eligibility of such proposed nominee to serve as an independent director of the corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee; in the absence of the furnishing of such information if requested, such stockholder’s nomination shall not be considered in proper form pursuant to this Section 2.4(ii).

(d)Without exception, no person shall be eligible for election or re-election as a director of the corporation at an annual meeting of stockholders unless nominated in accordance with the provisions set forth in this Section 2.4(ii). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading. The chairperson of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that a nomination was not made in accordance with the provisions prescribed by these bylaws, and if the chairperson should so determine, he or she shall so declare at the annual meeting, and the defective nomination shall be disregarded.

(iii)Advance Notice of Director Nominations for Special Meetings.

(a)For a special meeting of stockholders at which directors are to be elected pursuant to Section 2.3, nominations of persons for election to the board of directors shall be made only (1) by or at the direction of the board of directors or (2) by any stockholder of the corporation who (A) is a stockholder of record at the time of the giving of the notice required by this Section 2.4(iii) and on the record date for the determination of stockholders entitled to vote at the special meeting and (B) delivers a timely written notice of the nomination to the secretary of the corporation that includes the information set forth in Sections 2.4(ii)(b) and (ii)(c) above. To be timely, such notice must be received by the secretary at the principal executive offices of the corporation not later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which Public Announcement is first made of the date of the special meeting and of the nominees proposed by the board of directors to be elected at such meeting. In no event shall any adjournment, rescheduling or postponement of a special meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice. A person shall not be eligible for election or re-election as a director at a special meeting unless the person is nominated (i) by or at the direction of the board of directors or (ii) by a stockholder in accordance with the notice procedures set forth in this Section 2.4(iii). In addition, a nominee shall not be eligible for election or re-election if a stockholder or Stockholder Associated Person, as applicable, takes action contrary to the representations made in the Nominee Solicitation Statement applicable to such nominee or if the Nominee Solicitation Statement applicable to such nominee contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements therein not misleading.

(b)The chairperson of the special meeting shall, if the facts warrant, determine and declare at the meeting that a nomination or business was not made in accordance with the procedures prescribed by these bylaws, and if the chairperson should so determine, he or she shall so declare at the meeting, and the defective nomination or business shall be disregarded.

(iv)Other Requirements and Rights. In addition to the foregoing provisions of this Section 2.4, a stockholder must also comply with all applicable requirements of state law and of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 2.4, including, with respect to business such stockholder intends to bring before the annual meeting that involves a proposal that such stockholder requests to be included in the corporation’s proxy statement, the requirements of Rule 14a‑8 (or any successor provision) under the Exchange Act. Nothing in this Section 2.4 shall be deemed to affect any right of the corporation to omit a proposal from the corporation’s proxy statement pursuant to Rule 14a‑8 (or any successor provision) under the Exchange Act.

2.5NOTICE OF STOCKHOLDERS’ MEETINGS

Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date

for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, and, in the case of an annual meeting, the purpose or purposes for which the meeting is called. Except as otherwise provided in the DGCL, the certificate of incorporation or these bylaws, the written notice of any meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting.

2.6QUORUM

The holders of a majority of the voting power of the issued and outstanding shares of the corporation entitled to vote, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders, unless otherwise required by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange. Where a separate vote by a class or series or classes or series is required, a majority of the voting power of the issued and outstanding shares of such class or series or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter, except as otherwise required by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange.

Whether or not a quorum is present at a meeting of stockholders, the chairperson of the meeting shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the original meeting.

2.7ADJOURNED MEETING; NOTICE

When a meeting is adjourned to another time or place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the board of directors shall fix a new record date for notice of such adjourned meeting in accordance with Section 213(a) of the DGCL and Section 2.11 of these bylaws, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

2.8CONDUCT OF BUSINESS

The chairperson of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of business. The chairperson of any meeting of stockholders shall be designated by the board of directors; in the absence of such designation, the executive chairman, if any, the chief executive officer (in the absence of the chairperson) or the lead independent director, if any, (in the absence of the executive chairman and the chief executive officer), or in their absence any other executive officer of the corporation, shall serve as chairperson of the stockholder meeting.

2.9VOTING

The stockholders entitled to vote at any meeting of stockholders shall be determined in accordance with the provisions of Section 2.11 of these bylaws, subject to Section 217 (relating to voting rights of fiduciaries, pledgors and joint owners of stock) and Section 218 (relating to voting trusts and other voting agreements) of the DGCL.

Except as may be otherwise provided in the certificate of incorporation, each stockholder shall be entitled to one vote for each share of capital stock of the corporation held by such stockholder.

Except as otherwise required by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange, in all matters other than the election of directors, a matter shall be the act of the stockholders if approved by the majority of the votes cast (at a meeting where a quorum is present). Except as otherwise required by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange, a nominee for director shall be elected to the board of directors if a majority of the votes cast are in favor of such nominee’s election; provided, however, that, if the number of nominees for director exceeds the number of directors to be elected, directors shall be elected by a plurality of the votes of the shares represented in person or by proxy at any meeting of stockholders held to elect directors and entitled to vote on such election of directors.  Where a separate vote by a class or series or classes or series is required, in all matters other than the election of directors, a matter shall be the act of the class or classes if approved by the majority of the votes cast (where a quorum of such class or series is present), except as otherwise provided by law, the certificate of incorporation, these bylaws or the rules of any applicable stock exchange.

2.10STOCKHOLDER ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Any action required to be taken at any annual or special meeting of stockholders, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of all shares entitled to vote thereon, and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal executive offices, or an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Stockholders of the Corporation may not take action without a meeting as is otherwise provided in Section 228(a) of the DGCL.

2.11RECORD DATES

In order that the corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the board of directors and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the board of directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the board of directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination.

If no record date is fixed by the board of directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the provisions of Section 213 of the DGCL and this Section 2.11 at the adjourned meeting.

In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the board of directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining

stockholders for any such purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

2.12PROXIES

Each stockholder entitled to vote at a meeting of stockholders may authorize another person or persons to act for such stockholder by proxy authorized by an instrument in writing or by a transmission permitted by law and filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of Section 212 of the DGCL. A written proxy may be in the form of a telegram, cablegram, or other means of electronic transmission which sets forth or is submitted with information from which it can be determined that the telegram, cablegram, or other means of electronic transmission was authorized by the stockholder.

2.13LIST OF STOCKHOLDERS ENTITLED TO VOTE

The officer who has charge of the stock ledger of the corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the meeting date, the list shall reflect the stockholders entitled to vote as of the 10th day before the meeting date, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. The corporation shall not be required to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: during ordinary business hours, at the corporation’s principal place of business. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them.

2.14INSPECTORS OF ELECTION

Before any meeting of stockholders, the board of directors shall appoint an inspector or inspectors of election to act at the meeting or its adjournment. The number of inspectors shall be either one (1) or three (3). If any person appointed as inspector fails to appear or fails or refuses to act, then the chairperson of the meeting may, and upon the request of any stockholder or a stockholder’s proxy shall, appoint a person to fill that vacancy; provided further that, in any case, if no inspector or alternate is able to act at a meeting of stockholders, the chairperson of the meeting shall appoint at least one (1) inspector to act at the meeting.

Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. Such inspectors shall:

(i)determine the number of shares outstanding and the voting power of each, the number of shares represented at the meeting, the existence of a quorum, and the authenticity, validity, and effect of proxies;

(ii)receive votes, ballots or consents;

(iii)hear and determine all challenges and questions in any way arising in connection with the right to vote;

(iv)count and tabulate all votes or consents;

(v)determine when the polls shall close;

(vi)determine the result; and

(vii)do any other acts that may be proper to conduct the election or vote with fairness to all stockholders.

The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If there are three (3) inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

ARTICLE III - DIRECTORS

3.1POWERS

The business and affairs of the corporation shall be managed and all such corporate powers shall be exercised by or under the direction of the board of directors, except as may be otherwise provided in the DGCL or the certificate of incorporation.

3.2NUMBER OF DIRECTORS

The board of directors shall consist of no fewer than five (5) and no more than twelve (12) members, each of whom shall be a natural person. Unless the certificate of incorporation fixes the number of directors, the number of directors shall be determined from time to time by resolution of the board of directors; provided, however, that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director.

3.3ELECTION, QUALIFICATION AND TERM OF OFFICE OF DIRECTORS

Except as provided in Section 3.4 and Section 3.11 of these bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until such director’s successor is elected and qualified or until such director’s earlier death, resignation or removal. Directors need not be stockholders unless so required by the certificate of incorporation or these bylaws. The certificate of incorporation or these bylaws may prescribe other qualifications for directors. The board of directors of the corporation, at its first meeting after each annual meeting of stockholders, shall choose an executive chairman from its members, and may select any member from time to time thereafter to serve as executive chairman.

3.4RESIGNATION AND VACANCIES

Any director may resign at any time upon notice given in writing or by electronic transmission to the corporation. A resignation is effective when the resignation is delivered unless the resignation specifies a later effective date or an effective date determined upon the happening of an event or events. A resignation which is conditioned upon the director failing to receive a specified vote for reelection as a director may provide that it is irrevocable. Unless otherwise provided in the certificate of incorporation or these bylaws, when one or more directors resign from the board of directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Unless otherwise provided in the certificate of incorporation or these bylaws, vacancies and newly created directorships resulting from any increase in the authorized number of directors elected by all of the stockholders having the right to vote as a single class shall be filled only by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. If the directors are divided into classes, a person so elected by the directors then in office to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall have been duly elected and qualified.

If at any time, by reason of death or resignation or other cause, the corporation should have no directors in office, then any officer or any stockholder or an executor, administrator, trustee or guardian of a stockholder, or other fiduciary entrusted with like responsibility for the person or estate of a stockholder, may call a special meeting of stockholders in accordance with the provisions of the certificate of incorporation or these bylaws, or may apply to the Delaware Court of Chancery for a decree summarily ordering an election as provided in Section 211 of the DGCL.

If, at the time of filling any vacancy or any newly created directorship, the directors then in office constitute less than a majority of the whole board of directors (as constituted immediately prior to any such increase), the Delaware Court of Chancery may, upon application of any stockholder or stockholders holding at least 10% of the voting power of the issued and outstanding shares of the corporation having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office as aforesaid, which election shall be governed by the provisions of Section 211 of the DGCL as far as applicable.

3.5PLACE OF MEETINGS; MEETINGS BY TELEPHONE

The board of directors may hold meetings, both regular and special, either within or outside the State of Delaware.

Unless otherwise restricted by the certificate of incorporation or these bylaws, members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of the board of directors, or any committee, by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting.

3.6REGULAR MEETINGS

Regular meetings of the board of directors may be held without notice at such time and at such place as shall from time to time be determined by the board of directors.

3.7SPECIAL MEETINGS; NOTICE

Special meetings of the board of directors for any purpose or purposes may be called at any time by the executive chairman, the chief executive officer or a majority of the authorized number of directors, at such times and places as he or she or they shall designate.

Notice of the time and place of special meetings shall be:

(i)delivered personally by hand, by courier or by telephone;

(ii)sent by United States first-class mail, postage prepaid;

(iii)sent by facsimile; or

(iv)sent by electronic mail,

directed to each director at that director’s address, telephone number, facsimile number or electronic mail address, as the case may be, as shown on the corporation’s records.

If the notice is (i) delivered personally by hand, by courier or by telephone, (ii) sent by facsimile or (iii) sent by electronic mail, it shall be delivered or sent at least 24 hours before the time of the holding of the meeting. If the notice is sent by United States mail, it shall be deposited in the United States mail at least four (4) days before the time of the holding of the meeting. Any oral notice may be communicated either to the director or to a person at the office of the director who the person giving notice has reason to believe will promptly communicate such notice to the director. The notice need not specify the place of the meeting (if the meeting is to be held at the corporation’s principal executive office) nor the purpose of the meeting.

3.8QUORUM; VOTING

At all meetings of the board of directors, a majority of the total authorized number of directors shall constitute a quorum for the transaction of business. If a quorum is not present at any meeting of the board of directors, then the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum

is present. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for that meeting.

The vote of a majority of the directors present at any meeting at which a quorum is present shall be the act of the board of directors, except as may be otherwise specifically provided by statute, the certificate of incorporation or these bylaws.

If the certificate of incorporation provides that one or more directors shall have more or less than one vote per director on any matter, every reference in these bylaws to a majority or other proportion of the directors shall refer to a majority or other proportion of the votes of the directors.

3.9BOARD ACTION BY WRITTEN CONSENT WITHOUT A MEETING

Unless otherwise restricted by the certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting if all members of the board of directors or committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the board of directors or committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

3.10FEES AND COMPENSATION OF DIRECTORS

Unless otherwise restricted by the certificate of incorporation or these bylaws, the board of directors shall have the authority to fix the compensation of directors.

3.11REMOVAL OF DIRECTORS

Unless otherwise provided in the certificate of incorporation, any director may be removed from office by the stockholders of the corporation only for cause as defined in the DGCL.

No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

ARTICLE IV - COMMITTEES

4.1COMMITTEES OF DIRECTORS

The board of directors may designate one or more committees, each committee to consist of one or more of the directors of the corporation. The board of directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the board of directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the board of directors or in these bylaws, shall have and may exercise all the powers and authority of the board of directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers that may require it; but no such committee shall have the power or authority to (i) approve or adopt, or recommend to the stockholders, any action or matter (other than the election or removal of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopt, amend or repeal any bylaw of the corporation.

4.2COMMITTEE MINUTES

Each committee shall keep regular minutes of its meetings and report the same to the board of directors when requested by the board of directors or required.

4.3MEETINGS AND ACTION OF COMMITTEES

Meetings and actions of committees shall be governed by, and held and taken in accordance with, the provisions of:

(i)Section 3.5 (place of meetings and meetings by telephone);

(ii)Section 3.6 (regular meetings);

(iii)Section 3.7 (special meetings and notice);

(iv)Section 3.8 (quorum; voting);

(v)Section 7.5 (waiver of notice); and

(vi)Section 3.9 (action without a meeting)

with such changes in the context of those bylaws as are necessary to substitute the committee and its members for the board of directors and its members.

Notwithstanding the foregoing:

(A)the time of regular meetings of committees may be determined either by resolution of the board of directors or by resolution of the committee;

(B)special meetings of committees may also be called by resolution of the board of directors; and

(C)notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The board of directors or a committee may adopt rules for the government of any committee not inconsistent with the provisions of these bylaws.

Any provision in the certificate of incorporation providing that one or more directors shall have more or less than one vote per director on any matter shall apply to voting in any committee or subcommittee, unless otherwise provided in the certificate of incorporation or these bylaws.

4.4SUBCOMMITTEES

Unless otherwise provided in the certificate of incorporation, these bylaws or the resolutions of the board of directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

ARTICLE V - OFFICERS

5.1OFFICERS

The officers of the corporation shall be an executive chairman and a chief executive officer. The corporation may also have, at the discretion of the board of directors, a president, a chief financial officer, a treasurer, one or more vice presidents, one or more assistant vice presidents, one or more assistant treasurers, one or more assistant secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person; provided, however, that, except as provided in Section 5.6 below, the executive chairman shall not hold any other office of the corporation.

5.2APPOINTMENT OF OFFICERS

The board of directors shall appoint the officers of the corporation, except such officers as may be appointed in accordance with the provisions of Sections 5.3 of these bylaws, subject to the rights, if any, of an officer under any contract of employment. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. A failure to elect officers shall not dissolve or otherwise affect the corporation.