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ARTICLE I DEFINITIONS AND INTERPRETATION		1
Section 1.01	Definitions	1
Section 1.02	Other Definitional and Interpretative Provisions	10
ARTICLE II THE PURCHASE AND SALE		12
Section 2.01	Purchase and Sale	12
Section 2.02	Closing	12
Section 2.03	Adjustments	13
Section 2.04	Withholding Rights	13
ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLER		14
Section 3.01	Corporate Existence and Power	14
Section 3.02	Authority of Seller	14
Section 3.03	Governmental Authorization	14
Section 3.04	Non-contravention	15
Section 3.05	Title	15
Section 3.06	Absence of Litigation	16
Section 3.07	Finders’ Fees	16
Section 3.08	No Other Representations or Warranties	16
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER		16
Section 4.01	Corporate Existence and Power	16
Section 4.02	Corporate Authorization	17
Section 4.03	Governmental Authorization	17
Section 4.04	Non-contravention	17
Section 4.05	Finders’ Fees	18
Section 4.06	Absence of Litigation	18
Section 4.07	Financing	18
Section 4.08	Investment Intention	19
Section 4.09	Regulatory Matters	19
Section 4.10	No Other Representations or Warranties	19
ARTICLE V REPRESENTATIONS AND WARRANTIES OF THE COMPANY		20
Section 5.01	Corporate Existence and Power	20
Section 5.02	Authority of the Company	20
Section 5.03	Governmental Authorization	21
Section 5.04	Non-Contravention	22
Section 5.05	Absence of Litigation	22
Section 5.06	Finders’ Fees	22

Section 5.07	Capitalization	23
Section 5.08	Compliance with Laws and Orders	24
Section 5.09	SEC Documents; Financial Statements	24
Section 5.10	Insurance Regulatory Matters	26
Section 5.11	Reinsurance.	27
Section 5.12	No Other Representations or Warranties	29
ARTICLE VI COVENANTS OF THE PARTIES		29
Section 6.01	Conduct of the Business	29
Section 6.02	Reasonable Best Efforts	29
Section 6.03	Public Announcements	33
Section 6.04	Confidentiality	34
Section 6.05	Exclusivity	34
Section 6.06	Seller Transfer Restrictions	34
Section 6.07	Buyer Transfer Restrictions	36
Section 6.08	Right of First Offer	36
Section 6.09	Voting	37
Section 6.10	Secondment Agreement	38
Section 6.11	Buyer Designees	38
ARTICLE VII CONDITIONS TO THE CLOSING		38
Section 7.01	Conditions to the Obligations of Each Party	38
Section 7.02	Conditions to the Obligations of Buyer	39
Section 7.03	Conditions to the Obligations of Seller and the Company	40
ARTICLE VIII TERMINATION; SURVIVAL		40
Section 8.01	Termination	40
Section 8.02	Effect of Termination	42
Section 8.03	No Survival	42
ARTICLE IX MISCELLANEOUS		42
Section 9.01	Notices	42
Section 9.02	Amendments and Waivers	44
Section 9.03	Costs and Expenses	44
Section 9.04	Binding Effect; Benefit; Assignment	44
Section 9.05	Governing Law	45
Section 9.06	Jurisdiction	45
Section 9.07	Waiver of Jury Trial	46
Section 9.08	Counterparts; Effectiveness	46
Section 9.09	Entire Agreement	46
Section 9.10	Severability	46
Section 9.11	Specific Performance; Remedies	46
Section 9.12	Reserves	47
Section 9.13	Controlling Language of this Agreement	47

Schedule A	–	Regulated Entity Approvals
Schedule B	–	Required Regulated Entity Approvals
Schedule C	–	List of Competitors
Exhibit A	–	Form of Stockholder’s Agreement
Exhibit B	–	Form of Registration Rights Agreement

(a)	have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), operations or results of operations of any Party or any of its Material Subsidiaries, after giving effect to the transactions contemplated by this Agreement or the other Ancillary Agreements;

(b)	restrict in any material respect or prohibit any lines or types of business in which the Company, Buyer or their respective Affiliates are permitted to engage, which lines or types of business are material to any Party and its Subsidiaries;

(c)	result in the imposition of any arrangement involving the sale, disposition or separate holding of any material assets or businesses of any Party or any of its Material Subsidiaries;

(d)

require any additional commitment to obtain a material amount of regulatory capital for contribution into the Company or any of its Affiliates or to provide additional financial resources to the Company or any of its Affiliates (including by way of guarantee, indemnity, capital maintenance or keepwell arrangement or any other commitment to provide further capital or funding in future);

(e)	require the implementation of any material change to the ownership or holding structure of any Party or any of its Material Subsidiaries not contemplated as part of or as a result of the transactions contemplated by this Agreement or the other Ancillary Agreements;

(f)

result in the loss, disallowance or expiration of any investment, accounting, actuarial or reporting practices of the Company in use by the Company or its Material Subsidiaries as of the date hereof, or have the effect of subjecting the Company or any of its Material Subsidiaries to any Applicable Law, investment guideline or standard, accounting standard or actuarial standard that is materially different than the Applicable Law, investment guidelines or standards, accounting standards or actuarial standards generally applicable to the Company or such Material Subsidiary as of the date hereof, in each case, which has a material adverse effect on the Company or such Material Subsidiary;

(g)	require the acceptance of any requirement that would restrict in any material way Seller’s, Buyer’s, the Company’s or any of their respective Affiliates’ ability to make any dividends or distributions; or

(h)	require any amendment or modification to this Agreement or other Ancillary Agreements that would be materially adverse to Seller, the Company, Buyer or any of their respective Affiliates, in each case as compared to this Agreement or such other Ancillary Agreement as it exists on the date hereof.

(a)

Buyer;

(b)	the former, current and future holders of any equity, partnership or limited liability company interest, controlling Persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, or assignees of Buyer;

(c)	agent or representative of or to Buyer; or

(d)	any holders or future holders of any equity, stock, partnership or limited liability company interest, controlling Persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders or assignees of any of the foregoing.

(a)

the 45-day CFIUS Notice review period under the DPA shall have expired and the Parties shall have received notice from CFIUS that such review has been concluded and that either the transactions contemplated hereby do not constitute a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the transactions contemplated hereby;

(b)

an investigation shall have been commenced after such 45-day CFIUS Notice review period and CFIUS shall have determined to conclude all action under the DPA without sending a report to the President of the United States, and the Parties shall have received notice from CFIUS that there are no unresolved national security concerns, and all action under the DPA is concluded with respect to the transactions contemplated hereby; or

(c)

CFIUS shall have sent a report to the President of the United States requesting the President’s decision and either (x) the President shall have announced a decision not to take any action to suspend, prohibit or place any limitations on the transactions contemplated hereby, (y) the President has not taken any such action within 15 days from the date the President received the report from CFIUS or (z) the time permitted by law for such action shall have lapsed.

(a)	the business, condition (financial or otherwise), assets or results of operations of the Company and its Subsidiaries, taken as a whole; or

(b)	the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby on a timely basis;

(i)

operating, business, regulatory or other conditions generally applicable to the industries in which the Company and its Subsidiaries operate their businesses;

(ii)

global, national or regional political, financial, economic or business conditions, including hostilities, acts of war, sabotage, military actions, terrorism, cyberterrorism, or the escalation of any of the foregoing;

(iii)

changes in applicable accounting standards, including GAAP, SAP or any changes in applicable Laws or in the interpretation or enforcement thereof;

(iv)

hurricanes, earthquakes, floods or other weather events or natural disasters;

(v)

any epidemic, pandemic or disease outbreak (including COVID-19) or any escalation or worsening of any of the foregoing, or any directive, guidelines or recommendations promulgated by any Governmental Authority with respect thereto;

(vi)

the negotiation, execution and delivery of this Agreement or the public announcement, pendency or performance of the transactions contemplated hereby; provided that this clause (vi) shall not apply to any representation or warranty expressly addressing the execution and delivery of this Agreement or the performance of the transactions contemplated hereby or any closing condition related to such representation or warranty;

(vii)

the identity of or facts related to Buyer;

(viii)

any change in the market price or trading volume of the capital stock or other securities of the Company or change or prospective change in the Company’s credit, financial strength or claims paying ratings (provided that the underlying cause of such change shall be taken into account in determining whether there has been or would reasonably be expected to be a Company Material Adverse Effect, unless such cause is otherwise specifically excluded by one of the other clauses of this definition);

(ix)

any action required to be taken by the Company, or that the Company is required to cause one of its Subsidiaries to take, pursuant to the terms of this Agreement; or

(x)

any failure of the Company and its Subsidiaries to meet or achieve the results set forth in any internal or public projection or forecast or estimates of revenues or earnings (provided that the underlying cause of such failure shall be taken into account in determining whether there has been or would reasonably be expected to be a Company Material Adverse Effect, unless such cause is otherwise specifically excluded by one of the other clauses of this definition).

(a)	with respect to Seller, the actual knowledge of Adam Burk or Christina Banthin;

(b)	with respect to Buyer, the actual knowledge of Minoru Kimura or Tomonao Gotoda; and

(c)	with respect to the Company, the actual knowledge of Christine Nixon or Elias Habayeb.

“Parties” and “Party” each have the respective meanings set forth in the Preamble.

 

“Person” means an individual, corporation, partnership, limited partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (including any person or group as defined in Section 13(d)(3) of the 1934 Act).

(a)	applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar Applicable Laws of general application, heretofore or hereafter enacted or in effect, affecting the rights and remedies of creditors generally; and

(b)	the exercise of judicial or administrative discretion in accordance with general equitable principles, particularly as to the availability of the remedy of specific performance or other injunctive relief.

(a)

Seller;

(b)	the Company;

(c)	the former, current and future holders of any equity, partnership or limited liability company interest, controlling Persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, or assignees of Seller or the Company; or

(d)	any holders or future holders of any equity, stock, partnership or limited liability company interest, controlling Persons, directors, officers, employees, agents, attorneys, Affiliates, members, managers, general or limited partners, stockholders, assignees of any of the foregoing.

(a)

the fair saleable value (determined on a going concern basis) of the assets of such Person shall be greater than the total amount of such Person’s liabilities (including all liabilities, whether or not reflected in a balance sheet prepared in accordance with GAAP and whether direct or indirect, fixed or contingent, secured or unsecured, disputed or undisputed);

(b)	such Person shall be able to pay its debts and obligations in the ordinary course of business as they become due; and

(c)	such Person shall have adequate capital to carry on its businesses and all businesses in which it is about to engage.

(a)	The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(b)	The word “or” shall be inclusive and not exclusive.

(c)	The captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.

(d)	References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits, Annexes and Schedules of this Agreement unless otherwise specified.

(e)	All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein.

(f)	Any capitalized terms used in any Exhibit, Annex or Schedule or in any certificate or other document made or delivered pursuant hereto but not otherwise defined therein, shall have the meaning as defined in this Agreement.

(g)	Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.

(h)	As context requires, any masculine gender shall include the feminine and neuter genders; any feminine gender shall include the masculine and neuter genders; and any neuter gender shall include masculine and feminine genders.

(i)	Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in fact followed by those words or words of like import.

(j)	“Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.

(k)	References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder.

(l)	References to any agreement or contract are to that agreement or contract as amended, modified or supplemented from time to time in accordance with the terms hereof and thereof.

(m)	References to any Person include the successors and permitted assigns of that Person.

(n)	References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.

(o)	References to “law”, “laws” or to a particular statute or law shall be deemed also to include any Applicable Law.

(p)	The symbol “$” refers to United States Dollars, the lawful currency of the United States of America.

(q)	The word “extent” in the phrase “to the extent” means the degree to which a subject or other thing extends and such phrase shall not mean simply “if.”

(r)	References to “day” shall mean a calendar day unless otherwise indicated as a “Business Day.”

(s)

Each Party has participated in the drafting of this Agreement, which each Party acknowledges is the result of extensive negotiations between the Parties. If an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision.

(a)

Upon the terms and subject to the conditions of this Agreement, the closing of the Sale (the “Closing”) shall take place via the electronic exchange of documents and signatures on a date as Buyer and Seller may mutually agree, but in any event no later than three Business Days after the date the conditions set forth in Article VII (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the Closing) have been satisfied or, to the extent permissible, waived by the Party or Parties entitled to the benefit of such conditions, or at such other place, at such other time or on such other date as Buyer and Seller may mutually agree (such date being the “Closing Date”).

(b)	At least ten Business Days prior to the Closing Date, Seller shall deliver to Buyer wire transfer instructions (the “Wire Transfer Instructions”) designating the bank account to which the Purchase Price shall be paid by Buyer at the Closing.

(c)	At the Closing, Buyer shall cause to be paid to Seller (or their designees), by wire transfer of immediately available funds an amount equal to the Purchase Price, which shall be delivered into the bank account as set forth in the Wire Transfer Instructions.

(d)	Buyer Deliverables. At the Closing:

(i)

Buyer shall cause to be delivered to the Company a duly executed counterpart of the Stockholder’s Agreement, dated as of the Closing Date, by and between Buyer and the Company in substantially the form set forth in Exhibit A hereto (the “Stockholder’s Agreement”);

(ii)

Buyer shall cause to be delivered to the Company and Seller a duly executed counterpart of the Registration Rights Agreement, dated as of the Closing Date, by and among Seller, Buyer and the Company in substantially the form set forth in Exhibit B hereto (the “Registration Rights Agreement”); and

(iii)

Buyer shall cause to be delivered to the Company executed counterpart(s) to the Confidentiality Agreement, duly executed by itself and any applicable NLI Designees (as defined in the Stockholder’s Agreement).

(e)	Seller Deliverables. At the Closing:

(i)

Seller shall deliver to Buyer (x) customary evidence of the transfer of the Shares in the name of Buyer by book-entry on the books and records of the Company and (y) a duly executed IRS Form W-9; and

(ii)

Seller shall deliver to Buyer and the Company a duly executed counterpart to the Registration Rights Agreement.

(f)	Company Deliverables. At the Closing:

(i)

The Company shall deliver to Buyer a duly executed counterpart to the Stockholder’s Agreement;

(ii)

The Company shall deliver to Buyer and Seller a duly executed counterpart to the Registration Rights Agreement; and

(iii)

The Company shall deliver to Buyer a duly executed counterpart to the Confidentiality Agreement.

(a)

the Company declares any special or extraordinary dividend or distribution in respect of Common Stock with a record date during such period, the Per Share Purchase Price shall be decreased by an amount equal to the per share amount of such dividend or distribution (it being agreed, for clarity, that there shall be no such decrease with respect to any regular quarterly dividend or distribution declared by the Company in respect of the Common Stock); or

(b)

the Common Stock shall have been changed into a different number of shares or a different class, including by reason of any reclassification, recapitalization, stock split, reverse stock split or combination, then the Per Share Purchase Price and the amount of the Shares shall be appropriately adjusted.

(a)	the regulated entity approvals, including the insurance regulatory approvals, set forth in Schedule A of this Agreement (the “Regulated Entity Approvals”);

(b)	filings required under, and compliance with other applicable requirements of, the HSR Act;

(c)	any filings required under, and compliance with any other applicable requirements of, the 1933 Act, the 1934 Act and any other Applicable Laws concerning state or federal securities or the rules and regulations of the NYSE; or

(d)

any consents, approvals, authorizations, permits, filings, declarations, actions, registrations, or notifications the absence of which would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or otherwise have a material adverse effect on the ability of Seller to perform its obligations under this Agreement.

(a)	contravene, conflict with, or result in any violation or breach of any provision of the Organizational Documents of Seller;

(b)

assuming that all consents, approvals, authorizations, permits, declarations, actions, or registrations described in Section 3.03 have been obtained and all filings and notifications described in Section 3.03 have been made and any waiting periods thereunder have terminated or expired, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law with respect to Seller;

(c)

assuming that all consents, approvals, authorizations, permits, declarations, actions, or registrations described in Section 3.03 have been obtained and all filings and notifications described Section 3.03 have been made and any waiting periods thereunder have terminated or expired, require any consents of, approvals of, authorizations of, permits with, filings with, declarations of, actions of, registrations with, or notifications to any Person the absence of which would cause, permit or give rise to a right of termination or cancellation, an acceleration of performance required or other change of any right or obligation or the loss of any benefit to which Seller or is entitled under any term, condition or provision of any material agreement or other material instrument binding upon Seller; or

(d)	result in the creation or imposition of any Lien on any property or other asset of Seller,

(a)	the Regulated Entity Approvals;

(b)	filings required under, and compliance with other applicable requirements of, the HSR Act;

(c)	any filings required under, and compliance with any other applicable requirements of, the 1933 Act, the 1934 Act and any other Applicable Laws concerning state or federal securities or the rules and regulations of the NYSE; or

(d)

any consents, approvals, authorizations, permits, filings, declarations, actions, registrations, or notifications the absence of which would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or otherwise have a material adverse effect on the ability of Buyer to perform its obligations under this Agreement.

(a)	contravene, conflict with, or result in any violation or breach of any provision of the Organizational Documents of Buyer;

(b)

assuming that all consents, approvals, authorizations, permits, declarations, actions, or registrations described in Section 4.03 have been obtained and all filings and notifications described in Section 4.03 have been made and any waiting periods thereunder have terminated or expired, contravene, conflict with or result in a violation or breach of any provision of any Applicable Law with respect to Buyer;

(c)

assuming that all consents, approvals, authorizations, permits, declarations, actions, or registrations described in Section 4.03 have been obtained and all filings and notifications described in Section 4.03 have been made and any waiting periods thereunder have terminated or expired, require any consents of, approvals of, authorizations of, permits with, filings with, declarations of, actions of, registrations with, or notifications to any Person the absence of which would cause, permit or give rise to a right of termination or cancellation, an acceleration of performance required or other change of any right or obligation or the loss of any benefit to which Buyer is entitled under any term, condition or provision of any material agreement or other material instrument binding upon Buyer; or

(d)	result in the creation or imposition of any Lien on any property or other asset of Buyer,

(a)

Neither Buyer nor, to the knowledge of Buyer, any Affiliate of Buyer is subject to (i) an order of the SEC under Section 15(b)(6)(A) of the 1934 Act barring or subjecting the right of such Person to be associated with a broker-dealer or (ii) a “statutory disqualification” as defined in Section 3(a)(39) of the 1934 Act.

(b)

As a result of the consummation of the Sale by Buyer or its assignee (if any) pursuant to Section 9.04(b), no Governmental Authority or instrumentality thereof will acquire or possess, directly or indirectly, “control” of the Company Insurance Subsidiaries within the meaning of N.Y. Ins. Law Section 1102(h) and similar Applicable Law in other states.

(a)

as set forth in the disclosure schedule delivered by the Company to Buyer (together with all attachments and appendices thereto, the “Company Disclosure Schedule”) concurrently with the execution of this Agreement (with specific reference to the representations and warranties in this Article V to which the information in such schedule relates; provided that disclosure in the Company Disclosure Schedule as to a specific representation or warranty shall qualify any other sections of this Agreement solely to the extent that (notwithstanding the absence of a specific cross reference) it is reasonably apparent on the face of such disclosure that such disclosure relates to such other sections); and

(b)

as otherwise disclosed or identified in the Company SEC Documents filed prior to the date hereof (other than any forward looking disclosures contained in the “Forward Looking Statements” and “Risk Factors” sections of the Company SEC Documents describing generally the risks faced by participants in the industries in which the Company Entities operate without disclosure of specific facts and circumstances); provided that disclosure in such Company SEC Documents shall not be deemed to modify or qualify the representations and warranties set forth in Section 5.01, Section 5.02, Section 5.03, Section 5.04 or Section 5.07 except to the extent expressly set forth in the Company Disclosure Schedule;

(a)

The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby are within the organizational powers of the Company and have been duly authorized by all necessary corporate (or other organizational) action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by Buyer and Seller, constitutes a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms (subject to the Remedies Exceptions).

(b)

Assuming none of Buyer or any of its Affiliates is an “owner” (as defined in Section 203(c)(9) of the DGCL) of 15% or more of the “voting stock” (as defined in Section 203(c)(8) of the DGCL) of the Company as of the date hereof and none of them has been such an owner during the three years prior to the date hereof, if the Company becomes subject to Section 203 of the DGCL pursuant to Article Eleven of the Amended and Restated Certificate of Incorporation of the Company, the board of directors of the Company has taken all actions reasonably necessary so that the restrictions on business combinations set forth in Section 203 of the DGCL and any other similar Applicable Law are not applicable to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby and will not become applicable to Buyer or its Affiliates (who were Affiliates as of the date of this Agreement) as a result of this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby so long as Buyer and its Affiliates (who were Affiliates as of the date hereof) maintain “ownership” (as defined in Section 203(c)(9) of the DGCL) of at least 15% of the outstanding “voting stock” (as defined in Section 203(c)(8) of the DGCL) of the Company.

(c)

To the Knowledge of the Company, no other takeover, anti‑takeover, business combination, control share acquisition or similar Applicable Law applies to this Agreement, the Ancillary Agreements or the other transactions contemplated hereby or thereby. There is no stockholder rights plan, “poison pill” or similar device in effect with respect to the Company or any of its Subsidiaries.

(a)	the Regulated Entity Approvals;

(b)	filings required under, and compliance with other applicable requirements of, the HSR Act;

(c)	any filings required under, and compliance with any other applicable requirements of, the 1933 Act, the 1934 Act and any other Applicable Laws concerning state or federal securities or the rules and regulations of the NYSE; or

(d)

any consents, approvals, authorizations, permits, filings, declarations, actions, registrations, or notifications the absence of which would not reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of the transactions contemplated by this Agreement or otherwise have a material adverse effect on the Company’s ability to perform its obligations under this Agreement.

(a)	contravene, conflict with, or result in any violation or breach of any provision of the Organizational Documents of Company;

(b)

assuming that all consents, approvals, authorizations, permits, declarations, actions, or registrations described in Section 5.03 have been obtained and all filings and notifications described in Section 5.03 have been made and any waiting periods thereunder have terminated or expired, conflict with or result in a violation or breach of any provision of any Applicable Law with respect to the Company;

(c)

assuming that all consents, approvals, authorizations, permits, declarations, actions, or registrations described in Section 5.03 have been obtained and all filings and notifications described in Section 5.03 have been made and any waiting periods thereunder have terminated or expired, require any consents of, approvals of, authorizations of, permits with, filings with, declarations of, actions of, registrations with, or notifications to any Person the absence of which would cause, permit or give rise to a right of termination or cancellation, an acceleration of performance required or other change of any right or obligation or the loss of any benefit to which the Company is entitled under any term, condition or provision of any material agreement or other material instrument binding upon the Company; or

(d)	result in the creation or imposition of any Lien on any property or other asset of the Company,

(a)	The authorized capital stock of the Company consists of 2,500,000,000 shares of Common Stock and 250,000,000 shares of Preferred Stock.

(b)	As of May 14, 2024:

(i)

609,781,278 shares of Common Stock (other than treasury shares) were issued and outstanding, all of which were validly issued and fully paid, nonassessable and free of preemptive rights;

(ii)

40,408,571 shares of Common Stock were held in the treasury of the Company;

(iii)

1,410,582 shares of Common Stock were subject to outstanding options to purchase Common Stock, no shares of Common Stock were subject to outstanding Company stock appreciation rights;

(iv)

4,942,192 shares of Common Stock were subject to outstanding Company restricted stock units or deferred stock units, (A) none of which were subject to performance vesting requirements assuming maximum achievement of performance goals and (B) none of which were subject to performance vesting requirements assuming target performance; and

(v)

no shares of Preferred Stock were issued and outstanding.

(c)	Except for the issuance of Shares under equity or equity‑based incentive plan sponsored by the Company in accordance with their terms:

(i)

there are no options, warrants or other rights, agreements, arrangements or commitments of any character to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound relating to the issued or unissued capital stock of the Company, or securities convertible into or exchangeable for such capital stock, or obligating the Company to issue or sell any shares of its capital stock, or securities convertible into or exchangeable for such capital stock of, the Company; and

(ii)

since January 1, 2024 and prior to the date of this Agreement, the Company has not issued any shares of its capital stock, or securities convertible into or exchangeable for such capital stock, other than those shares of capital stock reserved for issuance described in this Section 5.07.

(d)

All shares of Common Stock subject to issuance under equity or equity‑based incentive plans sponsored by the Company or any of its Affiliates, upon issuance prior to the Closing Date on the terms and conditions specified in the instruments pursuant to which they are issuable, will be duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights. There are no outstanding contractual obligations of the Company or any of its Subsidiaries (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the repurchase, redemption or disposition of, or containing any right of first refusal with respect to, (iv) requiring the registration for sale of or (v) granting any preemptive or antidilutive right with respect to, in each case, any shares of Common Stock or any capital stock of the Company. The Company does not have any outstanding bonds, debentures, notes or other similar obligations, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the stockholders of the Company on any matter.

(a)

The Company has filed or furnished to the SEC all reports, schedules, forms, statements, registration statements, prospectuses and other documents required to be filed or furnished by the Company on its own behalf with the SEC under the 1933 Act or the 1934 Act since January 1, 2023 (the “Company SEC Documents”).

(b)

As of its respective filing date (or, if amended or superseded prior to the date of this Agreement, on the date of such amended filing) each Company SEC Document complied as to form in all material respects with the requirements of the Sarbanes‑Oxley Act of 2002, as amended (the “Sarbanes‑Oxley Act”), the 1933 Act or the 1934 Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Document and the listing and corporate governance rules and regulations of the NYSE and did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Since January 1, 2023, the Company has not received from the SEC or any other Governmental Authority any written comments or questions with respect to any of the Company SEC Documents (including the financial statements included therein) that are not resolved, and has not received any written notice from the SEC or other Governmental Authority that such Company SEC Documents (including the financial statements included therein) are being reviewed or investigated, and, to the Knowledge of the Company, there is not, as of the date hereof, any investigation or review being conducted by the SEC or any other Governmental Authority of any Company SEC Documents (including the financial statements included therein).

(c)

The consolidated financial statements of the Company included in the Company SEC Documents (including, in each case, any notes or schedules thereto) (the “Company SEC Financial Statements”) fairly present, in all material respects, the financial condition and the results of operations, cash flows and changes in stockholders’ equity of the Company and its Subsidiaries (on a consolidated basis) as of the respective dates of and for the periods referred to in the Company SEC Financial Statements, and were prepared, in all material respects, in accordance with GAAP as applied by the Company (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10‑Q under the 1934 Act), subject, in the case of interim Company SEC Financial Statements, to normal year‑end adjustments and the absence of notes.

(d)

The Company has timely filed all certifications and statements required by (i) Rule 13a‑14 or Rule 15d‑14 under the 1934 Act or (ii) 18 U.S.C. Section 1350 (Section 906 of the Sarbanes‑Oxley Act) with respect to all applicable Company SEC Documents. The Company maintains disclosure controls and procedures required by Rule 13a‑15 or Rule 15d‑15 under the 1934 Act, which such controls and procedures are designed to provide reasonable assurance that all material information concerning the Company and its Subsidiaries is made known on a timely basis to the individuals responsible for the preparation of the Company SEC Documents. Since January 1, 2023, none of the Company, its Subsidiaries or, to the Knowledge of the Company, the Company’s independent registered accountants has identified (A) any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting utilized by the Company that remains unremediated, (B) any fraud, whether or not material, that involves the management or other employees of the Company or any of its Subsidiaries who have a significant role in the Company’s preparation of financial statements or internal control over financial reporting or (C) any claim or allegation regarding any of the foregoing which was presented to the board of directors of the Company.

(e)

The Company and its Subsidiaries do not have any liabilities or obligations of any nature (whether absolute or contingent, asserted or unasserted, known or unknown, primary or secondary, direct or indirect, and whether or not accrued) required by GAAP to be reflected or reserved on a consolidated balance sheet of the Company (or the notes thereto) except:

(i)

as disclosed, reflected or reserved against in the most recent audited balance sheet included in the Company SEC Financial Statements or the notes thereto;

(ii)

for liabilities and obligations incurred in the ordinary course of business since the date of the most recent balance sheet included in the Company SEC Financial Statements;

(iii)

for liabilities and obligations arising out of or in connection with this Agreement, or the transactions contemplated hereby; and

(iv)

for liabilities and obligations that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

(f)	The Company has delivered to Buyer true, correct and complete copies of:

(i)

the annual statutory financial statement of each of the Company Insurance Subsidiaries, together with the report of such Company Insurance Subsidiary’s independent auditors thereon, as of and for the years then-ended December 31, 2023 and 2022; and

(ii)

the quarterly statutory financial statements of each Company Insurance Subsidiary most recently filed with the applicable Insurance Regulator (other than any such quarterly financial statement as of and for the annual period ending December 31, which is addressed in clause (i) above) (the “Most Recent Statutory Statements” and, collectively with the statements set forth in clause (i), the “Statutory Statements”).

(a)

Section 5.10 of the Company Disclosure Schedule contains a true and complete list, as of the date of this Agreement, of each Company Insurance Subsidiary, together with the Domiciliary Regulator thereof and each jurisdiction in which each such Company Insurance Subsidiary is licensed or authorized to conduct the business of insurance or reinsurance. Each of the Company Insurance Subsidiaries is licensed or authorized, to the extent required by Applicable Laws, in each jurisdiction where it engages in business and where applicable, for each line of business written, marketed, sold or administered therein, except where the failure to be so licensed or authorized would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.

(b)

Each Company Insurance Subsidiary has filed all material reports, statements, documents, registrations, filings or submissions required by Applicable Law to be filed by it with any Insurance Regulator or required to be published by it (including any solvency and financial condition report) (each, a “Regulatory Return”) from and after December 31, 2022 and each such Regulatory Return has been prepared in all material respects in accordance with Applicable Law, SAP and in a manner which is consistent in all material respects with the preparation of such document since January 1, 2022.

(c)

The Company has made available to Buyer copies of all material reports or findings (or drafts of such reports or findings if the final report or findings are not yet available) delivered by an Insurance Regulator to a Company Entity since January 1, 2022 to the date hereof in connection with any examinations, audits or investigations (including any financial, market conduct and similar examinations) performed by or on behalf of or at the request of any Insurance Regulator with respect to any Company Insurance Subsidiary. As of the date hereof, no examinations, audits or investigations are currently being performed or, to the Knowledge of the Company, are anticipated or likely to be requested or performed with respect to any Company Insurance Subsidiary by any Insurance Regulator, other than those made in the ordinary course.

(d)

Any application form, form of insurance policy or rate utilized by any Company Insurance Subsidiary as of the date hereof, the use or issuance of which requires filing or approval under Applicable Law, has been filed, and, if required, approved or not objected to by the Insurance Regulator of such state or jurisdiction in which such application forms, forms of insurance policies, and rates are required to be filed within the period provided by Applicable Law for approval or objection, except for failures to effect such filings or secure such approvals or non-objections, which would not be material and adverse to the business of the Company, taken as a whole. No material deficiencies have been asserted by any Insurance Regulator with respect to any such filings that have not been cured or otherwise resolved. To the Knowledge of the Company, the Insurance Contracts currently in effect have in all material respects been administered in accordance with the terms of such policies and in compliance with Applicable Law, except as would not be material and adverse to the business of the Company, taken as a whole.

(a)	Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect:

(i)

each Reinsurance Agreement under which a Company Insurance Subsidiary has (A) taken credit for reinsurance, or established modified coinsurance reserves, in each case, in an amount of $4,800,000,000 or more as reflected on the applicable Statutory Statement for such Company Insurance Subsidiary for the annual period ended December 31, 2023 or (B) assumed gross reserves in an amount of $4,800,000,000 or more, as reflected on the applicable Statutory Statement for such Company Insurance Subsidiary for the annual period ended December 31, 2023 (each, a “Material Reinsurance Agreement”) is a legal, valid and binding obligation of the applicable Company Insurance Subsidiary which is a party to it (assuming the due authorization, execution and delivery thereof by the party or parties thereto which are not Company Entities) and, to the Knowledge of the Company, each other party or parties thereto, in accordance with its terms and is in full force and effect, subject to the Remedies Exception;

(ii)

the applicable Company Insurance Subsidiary party thereto is not, and, to the Knowledge of the Company, no other party thereto is in breach of, violation of or default in the performance, observance or fulfillment of any obligation, covenant or condition contained in any Material Reinsurance Agreement or in any material agreements governing collateral arrangements supporting such Material Reinsurance Agreement;

(iii)

to the Knowledge of the Company, no event has occurred that would constitute a breach of, violation of or default under any Material Reinsurance Agreement (including any material agreements governing collateral arrangements supporting such Material Reinsurance Agreement) or which with the giving of notice or the lapse of time (or both) would constitute any such breach, violation or default or which would permit termination or modification by any party of such Material Reinsurance Agreement;

(iv)

since January 1, 2022, there have been no Actions with respect to any Material Reinsurance Agreement other than disputes in the ordinary course of business for which adequate loss reserves have been established;

(v)

the applicable Company Insurance Subsidiary is entitled under Applicable Law and SAP to take credit in its Statutory Statements for amounts reflected therein that are recoverable by it under the Reinsurance Agreements; and

(vi)

as of the date hereof, since January 1, 2022, none of the Material Reinsurance Agreements have been commuted, terminated or recaptured.

(b)

With respect to any Reinsurance Agreement for which a Company Insurance Subsidiary is taking credit on its Most Recent Statutory Statements, except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, from and after January 1, 2022, there has been no separate written or, to the Knowledge of the Company, oral agreement between any of the Company Insurance Subsidiaries as cedant thereunder and the assuming reinsurer that would undermine or limit the risk transfer provided by such Reinsurance Agreement to the assuming reinsurer, or adversely reduce, limit, mitigate or otherwise affect any actual or potential loss to the applicable Company Insurance Subsidiary that is a party thereto under any such Reinsurance Agreement, other than inuring contracts that are explicitly defined in such Reinsurance Agreement.

(c)

Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, since January 1, 2022, there have been no Actions pending or, to the Knowledge of the Company, threatened in law or in equity seeking compensatory, consequential, punitive, or exemplary damages, or seeking to recover sums in excess of any applicable limit of indemnity under an Insurance Contract, arising from an allegation or claim of any insured (or any Person claiming for or on behalf of any insured), which alleges negligence, gross negligence, bad faith or other tortious conduct on the part of a Company Entity (or any designee, agent or representative of a Company Entity) in the handling, adjustment, rejection, defense or settlement of a claim under an Insurance Contract, regardless of whether the same may be covered as an extra-contractual obligation or a loss excess of policy limits under any Reinsurance Agreement.

(a)

amend the certificate of incorporation, bylaws or any other Organizational Documents of the Company, or the charter or other governing documents of any committee of the board of directors of the Company, in any manner that would, after the Closing, materially and adversely affect Buyer’s enumerated rights under this Agreement or the Stockholder’s Agreement, provided that any amendments required by Applicable Law or any Governmental Authority shall not require the prior written consent of Buyer;

(b)	commence any voluntary dissolution, liquidation or winding up of the Company;

(c)	commence any voluntary deregistration or delisting of the Common Stock;

(d)	issue any new Common Stock to any NLI Competitor; or

(e)	agree to take any of the foregoing actions.

(a)

Subject to the terms and conditions of this Agreement, Buyer, Seller and the Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under Applicable Law to consummate and make effective the transactions contemplated by this Agreement as promptly as practicable, including:

(i)

subject to this Section 6.02, preparing and filing as promptly as practicable with any Governmental Authority or other Person all documentation to effect all filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to consummate the transactions contemplated by this Agreement; and

(ii)

obtaining (in any event, prior to the End Date) and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other Person that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement.

(b)

In furtherance and not in limitation of the foregoing, as promptly as reasonably practicable from the date hereof (and, in the case of any “Form A”, “Section 1506” filing or other insurance change of control filing under Applicable Law, in no event more than thirty (30) Business Days following the date hereof), Buyer shall make the appropriate filings with the applicable Governmental Authorities in connection with the Regulated Entity Approvals.

(c)	In furtherance and not in limitation of the foregoing:

(i)

Buyer shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as reasonably practicable from the date hereof, and in any case within twenty (20) Business Days after the date hereof, including providing notice of such filing to the Company as required by the HSR Act;

(ii)

Buyer, Seller and the Company shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act, provided that, without limiting their respective obligations under this Section 6.02, Buyer, Seller or the Company may, in good faith, seek to limit the scope or content of any such request; and

(iii)

Buyer shall use its reasonable best efforts to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable.

(iv)

Buyer, Seller and the Company shall, as promptly as reasonably practicable, and in any case within thirty (30) Business Days after the date hereof, submit to CFIUS a draft of a joint voluntary notice of the transactions contemplated by this Agreement (the “CFIUS Notice”).

(v)

Each of Buyer, Seller and the Company shall use its reasonable best efforts to provide any requested supplemental information and other related information pursuant to the DPA, and submit a final CFIUS Notice and other related information pursuant to the DPA as promptly as reasonably practicable after receiving any comments to the draft CFIUS Notice during the pre-notice consultation process; provided that without limiting their respective obligations under this Section 6.02, Buyer, Seller or the Company may, in good faith, seek to limit the scope or content of any such request. Each of Buyer, Seller and the Company shall as promptly as reasonably practicable, and in any case, within the timeframes set forth in the DPA, provide, or cause to be provided, all agreements, documents, instruments, affidavits or information that may be required or requested by CFIUS relating to such Party or its Affiliates or its or their structure, ownership, businesses, operations, regulatory and legal compliance, assets, liabilities, financing, financial condition or results of operations, or any of its or their directors, officers, employees, partners, members or shareholders; provided that without limiting their respective obligations under this Section 6.02, Buyer, Seller or the Company may, in good faith, seek to limit the scope or content of any such request.

(d)	In furtherance and not in limitation of the foregoing, each of Buyer, Seller and the Company shall use their respective reasonable best efforts to:

(i)

cooperate in all respects with each other in connection with any filing or submission with a Governmental Authority in connection with the transactions contemplated hereby and in connection with any investigation or other inquiry by or before a Governmental Authority relating to the transactions contemplated hereby, including by:

(A)

defending against all lawsuits or other legal, regulatory, administrative or other proceedings to which it or any of its Affiliates is a party challenging or affecting this Agreement or the consummation of the transactions contemplated by this Agreement, in each case until the issuance of a final, non-appealable order with respect to each such lawsuit or other proceeding;

(B)

seeking to have lifted or rescinded any injunction or restraining order which would have the effect of preventing the Closing or delaying the Closing beyond the End Date, in each case until the issuance of a final, non-appealable order with respect thereto; and

(C)

executing and delivering any additional instruments necessary to consummate the transactions contemplated hereby;

(ii)

keep the other Party informed in all material respects and on a reasonably timely basis of:

(A)

any substantive communications received by such Party from, or given by such Party to, the Federal Trade Commission, the Antitrust Division of the Department of Justice, CFIUS or any other Governmental Authority, in each case regarding any of the transactions contemplated by this Agreement; and

(B)

the status of any request, inquiry, investigation, action or legal proceeding from, by or before any Governmental Authority with respect to the transactions contemplated by this Agreement,

(e)	In furtherance and not in limitation of the foregoing, each of Buyer, Seller and the Company shall use their respective reasonable best efforts to resolve such objections, if any, as may be asserted by a Governmental Authority or other Person with respect to the transactions contemplated hereby.

(f)

For the purposes of this Section 6.02, “reasonable best efforts” shall be deemed to include, subject to the proviso below, complying with any requirements of Applicable Law and any order of any Governmental Authority that may be imposed in connection with seeking and obtaining any consents, approvals, authorizations, waivers or exemptions of any Governmental Authority necessary to consummate the transactions contemplated by this Agreement promptly and in any event no later than the End Date, including, in the case of Buyer, agreeing, consenting or committing to remedies, conditions, limitations and qualifications with respect to Buyer and its Subsidiaries and its ownership of the Shares and investment in the Company; provided that for the purposes of this Section 6.02, “reasonable best efforts” shall not require, or be deemed to require, any Party or any of its Affiliates to agree to or to take any action requested, required or imposed by a Governmental Authority that would reasonably be expected to result in or constitute a Burdensome Condition.

(g)	Notwithstanding the foregoing, prior to any Party being entitled to invoke a Burdensome Condition, Buyer, Seller, the Company and their respective Representatives shall meet and confer in good faith in order to:

(i)

exchange and review their respective views and positions as to such Burdensome Condition; and

(ii)

discuss and present to, and engage with, the applicable Governmental Authority regarding any potential approaches or workarounds that would avoid such Burdensome Condition or mitigate its impact so it is no longer a Burdensome Condition.

(h)

Buyer shall have responsibility for the filing fees associated with the filings it is required to make, and Seller shall have responsibility for the filing fees associated with filings Seller and its Affiliates or the Company and its Affiliates are required to make; provided, that Buyer and Seller shall each have responsibility for one half of the filing fee associated with the CFIUS Notice.

(a)

as may be required by Applicable Law or order, the applicable rules and regulations of any applicable securities exchange or any listing agreement with an applicable securities exchange, or as required by any Governmental Authority to which the relevant Party is subject, in which case the Party required to make the release, statement or disclosure will allow (to the extent permitted by or consistent with Applicable Law) the other Party reasonable opportunity to comment on such release, statement or disclosure in advance of such issuance;

(b)	as expressly contemplated (including with respect to the filings contemplated) by or to enforce its rights and remedies under this Agreement; or

(c)	to the extent such press release is not materially inconsistent with any previous press releases made by a Party in compliance with this Section 6.03.

(a)	solicit offers, inquiries or proposals for any offer, inquiry or proposal to enter into a Competing Transaction with any Person other than Buyer; or

(b)

engage in any discussions or negotiations with, or enter into any agreement, arrangement or understanding with any Person or Persons other than Buyer and its advisers, regarding a Competing Transaction with any Person other than Buyer, except to the extent necessary for compliance with any Applicable Law.

(a)	As an essential inducement to Buyer to enter into this Agreement, Seller agrees that, without the prior written consent of Buyer, Seller shall not:

(i)

pledge, sell, assign or otherwise transfer (including by operation of law) or dispose of any shares of Common Stock;

(ii)

deposit any of its shares of Common Stock into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect to any of its shares of Common Stock that conflicts with any of the covenants or agreements set forth in this Agreement; or

(iii)

enter into any swap or other contract or arrangement that transfers, in whole or in part, any of the economic consequences of ownership of any shares of Common Stock;

(x)

would represent a Transfer, in any one transaction or in aggregate, of 15% or more of the issued and outstanding shares of Common Stock (calculated as of the date hereof) at any time prior to the Closing; provided that in the event that the Closing has not occurred on or prior to December 31, 2024, Seller shall then be permitted to Transfer shares of Common Stock in excess of the foregoing 15% limitation at any time prior to the Closing so long as such Transfer would not result in Seller owning less than 29.9% of the issued and outstanding Common Stock (calculated immediately following such Transfer); or

(y)

would result in Seller owning less than 9.9% of the issued and outstanding shares of Common Stock (calculated immediately following such Transfer) at any time prior to the second anniversary of the Closing;

(A)

Transfers between a Seller and any of its Affiliates so long as, prior to any such Transfer, and as a condition to the effectiveness of any such Transfer, such Affiliate executes and delivers to the Company a joinder to this Agreement agreeing to fulfill the obligations of Seller under this Section 6.06, with respect to such shares of Common Stock; or

(B)

from and after the Closing, any Exempt Transfer.

(b)	Notwithstanding Section 6.06(a), without Buyer’s prior written consent, Seller shall not Transfer 5% or more of the issued and outstanding shares of Common Stock to a Competitor; provided, however, that Buyer’s prior written consent shall not be required with respect to any:

(i)

Transfer of Common Stock into the market in broker transactions or marketed or unmarketed underwritten offerings or underwritten block trades; or

(ii)

Exempt Transfer.

(a)

As an essential inducement to Seller and the Company to enter into this Agreement, Buyer agrees that without the prior written consent of Seller and the Company, Buyer shall not Transfer any shares of Common Stock prior to the second anniversary of the Closing; provided that the foregoing shall not prohibit (in all cases, subject to Applicable Law):

(i)

Transfers between a Buyer and any of its Affiliates so long as, prior to any such Transfer, and as a condition to the effectiveness of any such Transfer, such Affiliate executes and delivers to the Company a joinder to this Agreement agreeing to fulfill the obligations of Buyer under this Section 6.07, with respect to such shares of Common Stock;

(ii)

in the event that Buyer ownership exceeds 30% or more of the issued and outstanding Common Stock as a result of share repurchases or buybacks by the Company, Transfers to the extent necessary for NLI to own less than 30% of the Company’s issued and outstanding Common Stock; or

(iii)

any Exempt Transfer.

(b)

Notwithstanding the foregoing, without the Company’s prior written consent, Buyer shall not Transfer any shares of Common Stock at any time to a Person (other than an Affiliate of Buyer pursuant to Section 6.07(a)(i) or pursuant to an Exempt Transfer) that would, to Buyer’s Knowledge, following such Transfer, beneficially own 5% or more of the issued and outstanding Common Stock.

(a)

From and after the Closing, in the event Seller desires to Transfer, in a single transaction or series of related transactions within a three-month period, 10% or more of the issued and outstanding shares of Common Stock (the “ROFO Shares”) to a third party, Seller shall deliver to Buyer a written notice (a “ROFO Sale Notice”) of its intention to Transfer the ROFO Shares that sets forth, in reasonable detail to the extent then known by Seller, the proposed material terms and conditions of such contemplated Transfer and an invitation for Buyer to make an offer to purchase the ROFO Shares. Within 15 days following the date of delivery of the ROFO Sale Notice to Buyer, either Buyer or one its Affiliates (as Buyer may determine) (the “ROFO Buyer”) may deliver a written offer to purchase the ROFO Shares (the “Purchase Notice”), specifying the material terms and conditions, including the price (which shall be in cash) to be paid, on which it would be willing to purchase, all of the ROFO Shares.

(b)

Within 15 days of the delivery of the Purchase Notice, (the “Acceptance or Rejection Period”), Seller shall inform the ROFO Buyer if the terms set forth in the Purchase Notice are acceptable to Seller (an “Acceptance Notice”). In the event that Seller delivers an Acceptance Notice within the Acceptance or Rejection Period, Seller and ROFO Buyer shall (and Buyer shall cause ROFO Buyer to) cooperate, acting reasonably and in good faith to effect the purchase of the ROFO Shares on the terms set forth in the Purchase Notice as promptly as reasonably practicable (subject to obtaining all required regulatory approvals and Buyer’s compliance with Section 3.1(c) of the Stockholder’s Agreement).

(c)	In the event that the ROFO Buyer does not deliver a Purchase Notice to elect to purchase the ROFO Shares within the 15-day period contemplated by Section 6.08(a), then Seller shall be entitled to Transfer the ROFO Shares to a third party after such 15-day period. In the event that:

(i)

Seller does not deliver an Acceptance Notice accepting the terms set forth in the Purchase Notice within the Acceptance or Rejection Period;

(ii)

Seller informs ROFO Buyer that Seller does not accept the terms set forth in the Purchase Notice during the Acceptance or Rejection Period; or

(iii)

Seller delivers an Acceptance Notice accepting the terms set forth in the Purchase Notice within the Acceptance or Rejection Period, but Seller and ROFO Buyer do not consummate the purchase contemplated thereby within 30 days (subject to any extension necessary to obtain required regulatory approvals and to otherwise satisfy Buyer’s obligations pursuant to Section 3.1(c) of the Stockholder’s Agreement),

(d)	This Section 6.08 shall not apply to any Exempt Transfer or any sale of Common Stock by Seller into the market in broker transactions or marketed or unmarked underwritten offerings or block trades.

(a)

From and after the Closing, at any meeting of stockholders of the Company involving the election of directors (or if action is taken by written consent of stockholders of the Company in lieu of a meeting in respect of an election of directors), Seller shall, and shall cause its controlled Affiliates to, vote, or cause to be voted (including, if applicable, by written consent), all shares of capital stock of the Company owned by Seller and its controlled Affiliates affirmatively in favor of the election of any director designated by Buyer to be nominated for election as a director of the Company in accordance with the Stockholder’s Agreement.

(b)

From and after the Closing, at any meeting of stockholders of the Company involving the election of directors (or if action is taken by written consent of stockholders of the Company in lieu of a meeting in respect of an election of directors), Buyer shall, and shall cause its controlled Affiliates to, vote, or cause to be voted (including, if applicable, by written consent), all shares of capital stock of the Company owned by Buyer and its controlled Affiliates affirmatively in favor of the election of any director designated by Seller to be nominated for election as a director of the Company in accordance with and pursuant to the Separation Agreement.

(a)

No restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other legal restraint or prohibition issued by any Governmental Authority preventing the consummation of the Sale (an “Order”) shall have taken effect after the date hereof and shall still be in effect.

(b)	Any applicable waiting period under the HSR Act (the “Antitrust Approval”), as extended by the applicable Governmental Authority, relating to the Sale shall have expired or been terminated, in each case without the imposition of a Burdensome Condition.

(c)	CFIUS Approval shall have been obtained at or prior to the Closing without the imposition of a Burdensome Condition.

(d)	The Required Regulated Entity Approvals shall have been obtained and shall be in full force and effect, and all waiting periods required thereunder shall have expired or been terminated, in each case without the imposition of a Burdensome Condition.

(a)	each of Seller and the Company shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing;

(b)

the representations and warranties of Seller contained in Section 3.01, Section 3.02, Section 3.05 and Section 3.07 and the representations and warranties of the Company in Section 5.01, Section 5.02, Section 5.06, Section 5.07(a) and Section 5.07(b) shall be true and correct in all respects (except for de minimis inaccuracies) at and as of the date hereof and the Closing as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such time);

(c)

all other representations and warranties of Seller contained in Article III of this Agreement (disregarding all materiality or material adverse effect qualifications contained therein) shall be true and correct at and as of the date hereof and the Closing as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such time), with only such exceptions as, individually or in the aggregate, would not reasonably be likely to prevent, materially delay or materially impede the ability of Seller to consummate the Sale and the other transactions contemplated hereby;

(d)

all other representations and warranties of the Company contained in Article V of this Agreement (disregarding all materiality, material adverse effect or Company Material Adverse Effect qualifications contained therein, other than the use of the defined term “Material Reinsurance Agreement”) shall be true and correct at and as of the date hereof and at and the Closing as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such time), with only such exceptions as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect;

(e)	Buyer shall have received a certificate signed by an authorized signatory of Seller that the conditions set forth in Section 7.02(a), Section 7.02(b) and Section 7.02(c) have been satisfied; and

(f)	Buyer shall have received a certificate signed by an authorized signatory of the Company certifying to the effect that the conditions set forth in Section 7.02(a), Section 7.02(b) and Section 7.02(d) have been satisfied.

(a)	Buyer shall have performed in all material respects all of its obligations hereunder required to be performed by it at or prior to the Closing;

(b)	the representations and warranties of Buyer contained in Section 4.01, Section 4.02, Section 4.03 and Section 4.05 shall be true and correct in all respects (except for de minimis inaccuracies) at and as of the date hereof and the Closing as if made at and as of such time;

(c)

the representations and warranties of Buyer contained in Article IV of this Agreement (disregarding all materiality and material adverse effect qualifications contained therein) shall be true and correct at and as of the date hereof and the Closing as if made at and as of such time (other than representations and warranties that by their terms address matters only as of another specified time, which shall be true and correct only as of such time), with only such exceptions as, individually or in the aggregate, would not reasonably be likely to prevent, materially delay or materially impede the ability of Buyer to consummate the Sale and the other transactions contemplated hereby; and

(d)	Seller and the Company shall have received a certificate signed by an executive officer of Buyer certifying to the effect that conditions set forth in Section 7.03(a), Section 7.03(b) and Section 7.03(c) have been satisfied.

(a)	by mutual written agreement of Seller and Buyer;

(b)	by either Buyer or Seller, by written notice to the other Party, as applicable, if:

(i)

the Sale has not been consummated on or before May 16, 2025 (as such date may be extended pursuant to the following proviso, the “End Date”); provided that if all the conditions in Article VI other than conditions set forth in Section 7.01(b) (Antitrust Approval), Section 7.01(c) (CFIUS Approval), or Section 7.01(d) (Required Regulated Entity Approvals) or Section 7.01(a) (solely with respect to Orders related to Antitrust Approval, CFIUS Approval or Required Regulated Entity Approvals), have been satisfied (other than conditions that by their nature are to be satisfied on the Closing Date), or have been waived by the Parties, then the End Date shall automatically be extended to November 16, 2025; provided, further, that the right to terminate this Agreement pursuant to this Section 8.01(b)(i) shall not be available to any Party or Parties whose breach or breaches of any provision of this Agreement have been a principal cause of the failure of the Sale to be consummated by the End Date; or

(ii)

there shall be any Order permanently preventing the consummation of the Sale in effect that shall have become final and non-appealable or a CFIUS Denial shall have occurred, provided that the right to terminate this Agreement pursuant to this Section 8.01(b)(ii) shall not be available to any Party whose breach or breaches of any provision of this Agreement has been a principal cause of such Order being issued or taking effect or such CFIUS Denial;

(c)	by Buyer, by written notice to Seller and the Company, if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Seller or the Company set forth in this Agreement shall have occurred that:

(i)

would cause the conditions set forth in Section 7.02(a), Section 7.02(b), Section 7.02(c) or Section 7.02(d) not to be satisfied; and

(ii)

is incapable of being cured by the End Date or, if curable, is not cured by Seller or the Company within 45 days of receipt by Seller and the Company of written notice of such breach or failure (or, if the End Date is less 45 days from the date of receipt of such notice, by the End Date);

(d)	by Seller, by written notice to Buyer, if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Buyer set forth in this Agreement shall have occurred that would:

(i)

cause the conditions set forth in Section 7.03(a), Section 7.03(b) or Section 7.03(c) not to be satisfied; and

(ii)

is incapable of being cured by the End Date or, if curable, is not cured by Buyer within 45 days of receipt by Buyer of written notice of such breach or failure (or, if the End Date is less than 45 days from the date of receipt of such notice, by the End Date);

(a)

Any provision of this Agreement may be amended, supplemented or waived in any and all respects at any time prior to the Closing, if, but only if, such amendment, supplement or waiver is in writing and is signed, in the case of an amendment or supplement, by each Party or, in the case of a waiver, by each Party against whom the waiver is to be effective.

(b)	At any time prior to the Closing, any Party may, by prior written notice to the other Parties, and subject to Applicable Law:

(i)

waive any inaccuracies in the representations and warranties of any other Party;

(ii)

extend the time for the performance of any of the obligations or acts of the other Party; or

(iii)

waive compliance by any other Party with any of the agreements contained herein.

(c)

No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Applicable Law.

(a)

Seller shall reimburse, or cause to be reimbursed, on a quarterly basis, all third-party out-of-pocket costs and expenses incurred by the Company in connection with this Agreement, the Sale and the other transactions contemplated by this Agreement and the Ancillary Agreements, including the reasonable and documented fees, disbursements and expenses of the Company’s counsel and the Company’s accountants, and any filing fees incident to this Agreement or the Ancillary Agreements, including as required by Section 6.02(h); provided, that the Company has provided Seller with reasonable supporting detail with respect to such amounts.

(b)	Except as otherwise provided herein (including pursuant to clause (a) above), all costs and expenses incurred in connection with this Agreement, the Sale and the other transactions contemplated by this Agreement and the Ancillary Agreements shall be paid by the Party incurring such cost or expense.

(a)

The provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies, obligations or liabilities hereunder upon any Person other than the Parties and their successors and permitted assigns.

(b)

No Party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the consent of each other Party, except that with prior written notice to Seller and the Company, Buyer may transfer or assign its rights under this Agreement to one or more of its Affiliates; provided that, such transfer or assignment would not be reasonably likely to (i) result in any delay in the Parties’ ability to obtain the Antitrust Approval, CFIUS Approval or Required Regulated Entity Approvals or (ii) prevent, impede or delay the ability of the Parties to consummate the transactions contemplated by this Agreement; provided, further, that such transfer or assignment shall not relieve Buyer of its obligations hereunder. Any purported assignment, delegation or transfer not permitted by this Section 9.04(b) is null and void.

(a)	the adequacy or sufficiency of reserves of the Company or any of its Affiliates;

(b)	the effect of the adequacy or sufficiency of reserves of the Company or any of its Affiliates on any line item, asset, liability or equity amount on any financial or other document;

(c)	whether or not reserves of the Company or any of its Affiliates were determined in accordance with any actuarial, statutory, regulatory or other standard; or

(d)	the collectability of any amounts under any Reinsurance Agreement.

	NIPPON LIFE INSURANCE COMPANY
	By:	/s/ Minoru Kimura

	Name: Minoru Kimura
	Title:  Managing Executive Officer

	AMERICAN INTERNATIONAL GROUP, INC.
	By:	/s/ Sabra Purtill

	Name:	Sabra Purtill
	Title:	Executive Vice President and Chief Financial Officer

	COREBRIDGE FINANCIAL, INC.
	By:	/s/ Elias Habayeb

	Name:	Elias Habayeb
	Title:	Executive Vice President and Chief Financial Officer

 

This AMENDMENT TO SEPARATION AGREEMENT (“Separation Agreement Amendment”), dated as of May 16, 2024, is by and between American International Group, Inc., a Delaware corporation (“AIG”), and Corebridge Financial, Inc., a Delaware corporation (“Corebridge”) (each a “Party” and, collectively, the “Parties”).

 

Capitalized terms used herein but not defined herein shall have the meanings ascribed to them in the Separation Agreement (defined below).

 

RECITALS

 

 

 

 

 

“Navy Threshold Date” means the earlier of (i) the date of the closing of the sale by AIG to Nippon Life Insurance Co. (“Nippon”) of approximately 20% of the outstanding Common Stock pursuant to the Stock Purchase Agreement, dated as of May 16, 2024, among Corebridge, AIG and Nippon, as it may be amended from time to time, and (ii) the date on which AIG ceases to beneficially own at least 25% of the outstanding Common Stock.

 

 

 

(i)            Until the Majority Holder Date, a majority of the Directors on the Corebridge Board (or such lower number as AIG shall determine); and

(ii)           After the Majority Holder Date and until the Fourth Threshold Date: a number of Directors equal to (x) the total number of Directors entitled to serve on the Corebridge Board multiplied by (y) the quotient obtained by dividing the number of shares of Common Stock beneficially owned by AIG by the total number of shares of Common Stock outstanding, rounded up to the nearest whole number; and

(iii)          After the Fourth Threshold Date, none.

 

 

 

 

This Separation Agreement Amendment is limited precisely as written and except as set forth herein, the Separation Agreement shall continue in effect, unmodified, in accordance with its terms.  Any amendment to this Separation Agreement Amendment shall require the prior written consent of each of AIG and Corebridge.

 

The Parties have executed this Separation Agreement Amendment as of the day first above written.

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