Page

1.

Definitions and Interpretation

3

2.

Sale and Purchase of the Shares

20

3.

Consideration

20

4.

Leakage

20

5.

Conditions

22

6.

Pre-Completion Obligations

24

7.

Completion

26

8.

Seller’s Warranties

26

9.

Transitional Arrangements

27

10.

Non-Solicitation and Non-Compete

28

11.

Employees and Incentives

30

12.

IP Arrangements

30

13.

Tax Matters

31

14.

Other Covenants

33

15.

Purchaser’s Warranties

34

16.

Termination

36

17.

Confidentiality

36

18.

Counterparts

37

19.

Variation, Waiver and Consent

37

20.

Entire Agreement

38

21.

Withholding

38

22.

Notices

39

23.

Costs

40

24.

Continuing Effect

40

25.

Severability

40

26.

Assignment

40

27.

Third Party Rights

41

28.

Payments and Currency Conversion

41

29.

Governing Law and Dispute Resolution

41

Schedule 1

THE COMPANY

43

Schedule 2

COMPLETION

44

Schedule 3

WARRANTIES

47

Schedule 4

LIMITATIONS ON LIABILITY

60

Schedule 5

PRE-COMPLETION

68

Schedule 6

TRADEMARKS

72

Schedule 7

LEAKAGE DISPUTES

76

Schedule 8

RETAINED INTRAGROUP ARRANGEMENTS

77

1.

Prudential International Insurance Holdings, Ltd. (Company No. 0418330), a company incorporated in Delaware whose registered office is at RL&F Services Corp., 920 North King Street, 2nd floor, Wilmington, Delaware, United States of America 19801 (the “Seller”); and

2.

KB Financial Group Inc. (Company No. 110111-3975517), a company incorporated in Korea whose registered office is at 26, Gukjegeumyung-ro 8-gil, Yeongdeungpo-gu, Seoul, Korea (the “Purchaser”).

1.

Definitions and Interpretation

1.1

In this Agreement, the following words and expressions shall, unless the context requires otherwise, have the following meanings:

“Compensating Party”

has the meaning ascribed to it in paragraph 4.1 of Schedule 4;

“Competing Activity”

means a business or operation in Korea which would compete with the Business as conducted immediately prior to the Completion, except for any other businesses or operations presently conducted by the Seller’s Group (excluding the Company) in Korea (consisting primarily of the operations of PGIM, Inc.);

“Completion”

means completion of the sale and purchase of the Shares in accordance with Clause 7; and “Complete” is to be construed accordingly;

“Completion Date”

means the date on which Completion takes place in accordance with Clause 7;

“Completion Schedule”

has the meaning ascribed to it in Clause 6.3;

“Conditions”

has the meaning ascribed to it in Clause 5.3;

“Confidential Information”

means all proprietary, confidential and non-public information provided by one Party (or its Affiliates or Authorised Representatives) to the other (or its Affiliates or Authorised Representatives) in accordance with, or for the purposes of, any of the Transaction Documents, including the contents of the Transaction Documents and any proprietary, confidential and non-public information which is provided, whether in the Data Room or otherwise, in consequence (i) of the negotiations relating to this Agreement or any other Transaction Document or (ii) of a Party being involved in the performance of this Agreement or any other Transaction Document in any manner whatsoever or performing or exercising its rights and obligations under this Agreement or any other Transaction Document, and such information any Party (or its Affiliates or Authorised Representatives) may have acquired with respect to the customers, business, financial conditions, assets or affairs of the other Party and other information which has an economic value to the disclosing Party, and all analyses, compilations, forecasts, studies, summaries, notes, reports, memoranda, interpretations, data and other documents and materials which contain or reflect or are generated from any of the foregoing, in each case whether oral or written and in whatever form;

“Confidentiality Agreement”

means the non-disclosure letter agreement between Prudential Financial, Inc. and the Purchaser dated November 27, 2019;

“Consideration”

has the meaning ascribed to it in Clause 3.1;

“Fundamental Seller Warranties”

means the warranties set out in paragraphs 1.1 through 1.4, 1.5(i), 1.6, 1.7, 2.1 and 2.2 of Schedule 3;

“Fundamental Warranties”

means, collectively, the Fundamental Purchaser Warranties and the Fundamental Seller Warranties;

“General Agency”

means the general agencies with which the Company engages for its general agency sales channel to conduct the Business;

“Government Official”

means (i) an officer, agent or employee of a government, government-owned enterprise (or any agency, department or instrumentality thereof), political party or public international organization, (ii) a candidate for government or political office, or (iii) an agent, officer, or employee of any entity owned by a government;

“Governmental Authority”

means any international, national, provincial, municipal or local government, legislative, administrative or regulatory body or department, court, tribunal, judicial, or arbitral body, or any body (including any quasi-governmental, independent or self-regulatory body) to which the relevant Party or the Company is subject from time to time;

“Group”

means:

(a)in relation to the Seller, the Seller’s Group; or

(b)in relation to the Purchaser, the Purchaser’s Group;

“Guarantors”

has the meaning ascribed to it in Clause Error! Reference source not found.;

“High Yield Bond Fund”

[***];

“Indebtedness”

means (i) any borrowing or indebtedness in the nature of borrowing (including any indebtedness for monies borrowed or raised under any bank or third party guarantee, counter-indemnity, bond, note, bill of exchange or commercial paper, or other similar instruments), (ii) interest, premium, reimbursement, penalty or fee owed with respect to (i) above, and (iii) any obligation of other persons of the types described in items (i) through (ii) guaranteed by the Company;

“Indemnified Persons”

has the meaning ascribed to it in Clause 14.3;

“Insurance Policies”

has the meaning ascribed to it in paragraph Error! Reference source not found. of Schedule 3;

1.2

All references to statutes, statutory provisions or enactments shall include references to any consolidation, re-enactment, modification or replacement of the same, any statute, statutory provision or enactment of which it is a consolidation, re-enactment, modification or replacement and any subordinate legislation in force under any of the same from time to time except to the extent that any consolidation, re-enactment, modification or replacement enacted after the date of this Agreement would extend or increase the liability of any Party to another under this Agreement.

1.3

References to this Agreement include the Recitals and Schedules which form part of this Agreement for all purposes. References in this Agreement to the “Recitals”, “Schedules”, “Annexes” and “Clauses” are references respectively to the recitals, schedules and annexes to and clauses of this Agreement.

1.4

Save where specifically required or indicated otherwise:

(a)

words importing one gender shall be treated as importing any gender, words importing individuals shall be treated as importing corporations and vice versa, words importing the singular shall be treated as importing the plural and vice versa, and words importing the whole shall be treated as including a reference to any part thereof;

(b)

references to the “ordinary course of business” shall mean, unless otherwise specified, any action taken by the Company which is consistent with the past usual customs and practices of the Company subject to such changes made by the Company that are in compliance with Applicable Law as are commercially reasonable in light of the then-current operating conditions and developments with respect to the Company as a result of the COVID-19 outbreak, its impact on economic conditions and actions taken by Governmental Authorities in response thereto, provided (other than for purposes of paragraph 3.4 of Schedule 3) that:

(i)

with respect to any such changes from the Accounts Date until the date hereof, such changes have been disclosed to the Purchaser prior to the date hereof; or

(ii)

with respect to any such material changes from and after the date hereof until the Completion, the Seller shall provide a prior written notice to the Purchaser with respect to such changes, and consult with the Purchaser in good faith in connection therewith;

(c)

references to a “person” shall include any individual, firm, body corporate, unincorporated association, government, state or agency of state, association, joint venture or partnership, in each case whether or not having a separate legal personality. References to a company shall be construed so as to include any company, corporation or other body corporate wherever and however incorporated or established;

(d)

references to the word “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things;

(e)

any reference to “writing” or “written” includes any method of reproducing words or text in a legible and non-transitory form;

(f)

references to “₩” or “KRW” are to the lawful currency of Korea as at the date of this Agreement;

(g)

references to “$” or “USD” are to the lawful currency of the United States of America as at the date of this Agreement; and

(h)

references to times of the day are to that time in Korea and references to a day are to a period of 24 hours running from midnight to midnight.

1.5

Clause and paragraph headings and the table of contents are inserted for ease of reference only and shall not affect construction.

1.6

Any reference to a document in the “agreed form” is to the form of the relevant document in the terms agreed between the Seller and the Purchaser at the date of this Agreement (in each case with such amendments as may be agreed by or on behalf of the Seller and the Purchaser prior to Completion).

1.7

Where any statement in the Seller’s Warranties is qualified by the expression “so far as the Seller is aware” or any similar expression, such statement shall be deemed only to be made on the basis of the actual knowledge of Kurtis Jang, Michael Bohm and Helena (Gwiyoum) Chang, after due inquiry of their direct reports, and the actual knowledge of the Chief Risk Officer, the Chief Actuary, the Chief Investment Officer, the Chief Compliance Officer and the Head of Human Resources of the Company as at the date hereof.

2.

Sale and Purchase of the Shares

2.1

On the terms and subject to the conditions set out in this Agreement, at Completion the Seller shall sell, and the Purchaser shall purchase, the Shares.

2.2

The Shares shall be sold free from all Encumbrances and together with all rights attaching to them at Completion.

3.

Consideration

3.1

The total consideration to be paid by the Purchaser for the Shares shall be equal to (the “Consideration”):

(a)

KRW [●]; plus

(b)

KRW [●] as a fixed interest amount from the Accounts Date to the Completion Date; minus

(c)

the Leakage Adjustment; plus

(d)

the amount of any Capital Contribution pursuant to Clause 3.4.

3.2

Subject to Clauses 4.2 and 21, the Purchaser shall pay the Consideration to the Seller at Completion in accordance with Clause 6.3 and Clause 7.

3.3

The Parties acknowledge that the Company may pay a dividend of up to KRW [***] to the Seller from the Accounts Date and prior to Completion and that such dividend shall not result in a reduction of the Consideration.

3.4

If, between the Accounts Date and Completion, any member of the Seller’s Group makes a capital contribution to the Company that is deemed reasonably necessary or prudent by the Seller in order to continue to conduct the business of the Company after prior consultation with the Purchaser (each a “Capital Contribution”), the amount payable by the Purchaser pursuant to Clause 3.1 shall be increased on a KRW for KRW basis equal to any such Capital Contribution.

4.

Leakage

4.1

The Seller warrants that from the Accounts Date to the date of this Agreement there has been no Leakage, and undertakes that from the date of this Agreement to Completion there will be no Leakage.

4.2

Subject to Clause 4.3, in the event of any Leakage between the Accounts Date and Completion, the Seller shall within 5 (five) Business Days after such Leakage notify the Purchaser of such Leakage. The Purchaser shall be entitled to adjust the Consideration by an amount equal to the aggregate amount of all Leakages incurred up to the Completion (such amount, the “Leakage Adjustment”). In connection with the Leakage Adjustment, the Seller shall prepare and provide to the Purchaser, on or prior to the date that is 10 (ten) Business Days prior to the intended Completion Date, its good faith estimate, duly certified by the chief financial officer of the Company, of any Leakage that has occurred or is expected to occur between the Accounts Date and the Completion (the “Pre-Closing Estimate”), with reasonably detailed supporting documents. The Purchaser and its Authorised Representatives shall be entitled to review the Pre-Closing Estimate and, by no later than within 7 (seven) Business Days prior to the intended Completion Date, may provide its written comments on the Pre-Closing Estimate to the Seller (along with reasonable supporting documentation for such comments). In relation to the foregoing, the Seller shall, and shall cause the Company to, grant the Purchaser and its Authorised Representatives such reasonable access as provided for under Clause 6.2 as is necessary for them to duly and timely review the Pre-Closing Estimate. Upon receipt of such written comments from the Purchaser, the Seller may, in its sole discretion, take into account and reflect the comments (if any) of the Purchaser on the Pre-Closing Estimate (for the avoidance of doubt, whether or not the Seller determines to reflect any comments of the Purchaser shall not delay or otherwise affect the timing for the Completion or otherwise), following which the Seller shall deliver to the Purchaser a written notice setting forth in reasonable detail the final estimate by the Seller for the Leakage Adjustment pursuant to Clause 6.3 (the “Estimated Leakage Adjustment”). For the avoidance of doubt, the Seller’s right to reflect the comments (if any) of the Purchaser pursuant to the foregoing sentence shall not otherwise affect the Purchaser’s rights to receive payment under Clause 4.3 in connection with any Leakage not included in the Estimated Leakage Adjustment. The adjustment of the Consideration and Claims under this Clause 4.2 (a “Leakage Claim”) shall be the sole remedies available to the Purchaser arising from a breach of Clause 4.1.

4.3

The Seller is not liable to make a payment under this Clause 4.3 unless Completion has occurred. To the extent after Completion the Purchaser becomes aware of any Leakage that was not included in the Estimated Leakage Adjustment, the Purchaser shall deliver to the Seller written notice of the occurrence of such Leakage, stating in reasonable detail the nature of the Leakage and the amount claimed, provided that such notice shall be delivered on or before the date falling 12 (twelve) months after the Completion Date (it being agreed that no claim for Leakage shall be made after such date). Except where the Seller disputes the Leakage claimed by the Purchaser, the Seller shall pay (on a USD for USD/KRW for KRW basis) to the Purchaser an amount in cash equal to the amount of such Leakage, as soon as practicable but no later than 5 (five) Business Days after such notice is received by the Seller from the Purchaser. For the avoidance of doubt, any payment made to the Purchaser under this Clause 4.3 shall be regarded as an adjustment to the Consideration.

4.4

The aggregate liability of the Seller in respect of this Clause 4 shall not exceed (on a USD for USD/KRW for KRW basis) an amount equal to the Leakage paid or payable by the Company. Any payment made under this Agreement pursuant to a Leakage Claim shall be treated as an adjustment to the Consideration.

4.5

If any Party disputes any Claims relating to any Leakage (“Leakage Claim Dispute”), the dispute shall be resolved in accordance with the provisions of Schedule 7.

4.6

If Completion does not occur, the Seller shall have no liability to the Purchaser under this Clause 4.

5.

Conditions

5.1

The obligation of the Seller to effect the Completion is subject to the satisfaction (or waiver agreed to in writing by the Seller) at or prior to the Completion of each of the following conditions:

(a)

The Purchaser shall have obtained the approval from the Financial Services Commission (the “FSC”) with respect to its application filed under the Financial Holding Companies Act of Korea for inclusion of the Company as a subsidiary of the Purchaser due to the acquisition of the Shares (the “Purchaser Required Approval”);

(b)

No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Applicable Law or Order prohibiting or making illegal the consummation of the transactions contemplated hereby (provided, that if any Governmental Authority enacts, issues, promulgates, enforces or enters any such Order, the Seller shall use its best endeavours to ensure such Order is vacated by pursuing all available legal challenges and appeals thereto);

(c)

Each of the Purchaser’s Warranties shall be true and correct in all respects, in each case, as of the date of this Agreement and as of the Completion Date as though made on and as of such date (other than Purchaser’s Warranties which by their terms address matters only as of another specified date, which shall be true and correct only as of such date), except where the failure of such Purchaser’s Warranties to be so true and correct has not, individually or in the aggregate, materially impaired or prevented the ability of the Purchaser to consummate the transactions contemplated by the Transaction Documents; and

(d)

The Purchaser shall have, in all material respects, performed and complied with the agreements and covenants required hereunder to be performed or complied with by it at or prior to the Completion.

5.2

The obligation of the Purchaser to effect the Completion is subject to the satisfaction (or waiver agreed to in writing by the Purchaser) at or prior to the Completion of each of the following conditions:

(a)

The Purchaser shall have obtained the Purchaser Required Approval;

(b)

No Governmental Authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Applicable Law or Order prohibiting or making illegal the consummation of the transactions contemplated hereby (provided, that if any Governmental Authority enacts, issues, promulgates, enforces or enters any such Order, the Purchaser shall use its best endeavours to ensure such Order is vacated by pursuing all available legal challenges and appeals thereto);

(c)

Each of the Seller’s Warranties shall be true and correct in all respects, in each case, as of the date of this Agreement and as of the Completion Date as though made on and as of such date (other than Seller’s Warranties which by their terms address matters only as of another specified date, which shall be true and correct only as of such date), except where the failure of such Seller’s Warranties to be so true and correct has not had, individually or in the aggregate, a Material Adverse Effect;

(d)

The Seller shall have, in all material respects, performed and complied with the agreements and covenants required hereunder to be performed or complied with by it at or prior to the Completion; and

(e)

There shall not have occurred and be continuing any Material Adverse Effect.

5.3

Each Party undertakes to use its best endeavours to ensure that the conditions set forth in Clauses 5.1 and 5.2 (collectively, the “Conditions”) which it is in control of, or responsible for hereunder, are fulfilled as soon as reasonably practicable and, in any event, by the Long Stop Date. If it becomes apparent that the FSC will not otherwise give the Purchaser Required Approval, the Purchaser shall promptly notify the Seller and shall promptly offer, accept and agree to all such conditions, obligations, undertakings and/or modifications as are required by the FSC to obtain the Purchaser Required Approval.

5.4

Without prejudice to the generality of Clause 5.3, the Purchaser shall within 5 (five) Business Days after the date of this Agreement commence unofficial discussion with the FSC regarding its filing of a formal application for the Purchaser Required Approval, and shall file the application as soon as possible after the date of this Agreement but in no event later than 15 (fifteen) Business Days after the date of this Agreement, subject to the FSC’s confirmation for the submission of the formal application.

5.5

Without prejudice to Clauses 5.3 and 5.4, the Purchaser shall ensure that any notifications and/or filings made by it in connection with the Purchaser Required Approval are made as soon as reasonably practicable and with all due care and that such notifications and/or filings are accurate and complete, in all material respects, with regard to all requirements specified by the relevant Governmental Authority. In furtherance of the foregoing, the Seller shall:

(a)

render to the Purchaser such assistance as may reasonably be requested by the Purchaser in respect of the Purchaser’s obligations to obtain the Purchaser Required Approval; and

(b)

as soon as reasonably practicable following a request from the Purchaser, provide the Purchaser with all information reasonably necessary to make any notification or filing in connection with the Purchaser Required Approval or as requested by any Governmental Authority,

5.6

Each Party shall keep the other Party promptly informed of, and shall consult with the other Party regarding, the progress of satisfying the Conditions which it is in control of, or responsible for hereunder. Each Party shall immediately inform the other Party of all developments which would or might reasonably be expected to result in such Party becoming unable to comply with, or satisfy in any respect, any Condition, which it is in control of, or responsible for hereunder. Without any prejudice to the generality of the foregoing, the Purchaser shall, to the extent permitted by Applicable Law and the requirements of Governmental Authorities:

(a)

consult with the Seller or its nominated professional advisers prior to communicating with the FSC (including by email, telephone and text) in any material respect in connection with the Purchaser Required Approval;

(b)

give the Seller prior written notice of, and (if the Seller so reasonably requests) procure permission for the attendance of Authorised Representatives of the Seller at, substantive meetings and teleconferences with applicable Governmental Authorities in connection with the Purchaser Required Approval;

(c)

provide the Seller with draft copies of all material written submissions to any Governmental Authority in relation to the Purchaser Required Approval (other than any such submission or any part thereof that the Purchaser considers (acting in good faith and on a reasonable basis) to be competitively sensitive or required to be kept confidential under contractual obligations or Applicable Law) at such time as will permit the Seller a reasonable opportunity to provide comments on such material submissions before they are submitted or sent or made and, in completing such material submissions or communications, and to the extent reasonably practicable, have due regard to any reasonable comments made by the Seller; and

(d)

promptly provide the Seller upon receipt with copies of all correspondence received from the relevant Governmental Authorities in any material respect in connection with the Purchaser Required Approval (other than any such correspondence or any part thereof that the Purchaser considers (acting in good faith and on a reasonable basis) to be competitively sensitive or required to be kept confidential under contractual obligations or Applicable Law).

6.

Pre-Completion Obligations

6.1

From the date of this Agreement until Completion, the Seller shall, to the extent permitted by Applicable Law, comply with the provisions of Schedule 5.

6.2

Until Completion, the Seller shall, and shall cause its Authorised Representatives, and the Company and its Representatives to, give the Purchaser and its Authorised Representatives reasonable access at reasonable times during normal business hours, and in a manner so as not to interfere with the normal business operations of the Company, to all premises, offices, financials (including those that are reconciled pursuant to K-IFRS) and records of the Company as the Purchaser shall from time to time reasonably request; provided that the reasonableness of such access and requests shall be determined by taking into account, among other considerations, the competitive positions of the Parties and the sensitive nature of the transactions contemplated by this Agreement; provided, further, that the auditors and independent accountants of the Seller, the Company or any of their respective Affiliates shall not be obliged to make any work papers available to any person unless and until such person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants; and provided, further, that notwithstanding anything to the contrary contained herein, neither the Seller nor the Company nor any of their Authorised Representatives shall be required to disclose to the Purchaser or any of its Authorised Representatives any consolidated, combined, affiliated or unitary Tax Return that includes the Seller or any of its Affiliates or any Tax-related work papers, except, in each case, for materials or portions thereof that relate solely to the Company. Notwithstanding anything to the contrary contained herein, the Seller shall not be required prior to Completion to disclose, or cause the Company or their respective Representatives to disclose, to the Purchaser or any of its Representatives (or provide access to any offices, premises or records of the Seller or the Company) that could result in the disclosure to such persons or others of, any information (a) the disclosure of which is prohibited by Applicable Law (including any relevant competition law), (b) that is reasonably regarded as confidential to the activities of the Seller or its Affiliates otherwise than in relation to the Company, (c) that is commercially sensitive information (including customer information and details of independent contractors, agents, consultants and employees) of the Company or any member of the Seller’s Group, or (d) that is subject to a confidentiality agreement or obligation prohibiting its disclosure or that is privileged. The Confidentiality Agreement and the provisions of Clause 17 shall apply to any information provided or obtained under this Clause 6.2.

6.3

At least 5 (five) Business Days prior to the intended Completion Date, the Seller shall provide to the Purchaser a schedule (the “Completion Schedule”) setting out in reasonable detail (including any calculations):

(a)

the Estimated Leakage Adjustment;

(b)

the amount of any Capital Contribution pursuant to Clause 3.4;

(c)

its good faith estimate of the Outstanding Intragroup Payables, as duly certified by the chief financial officer of the Company (the “Estimated Outstanding Intragroup Payables”); and

(d)

its good faith estimate of the Outstanding Intragroup Receivables, as duly certified by the chief financial officer of the Company (the “Estimated Outstanding Intragroup Receivables”).

6.4

In the event that Completion is deferred beyond the intended Completion Date in accordance with the terms of this Agreement and the Seller has delivered a Completion Schedule to the Purchaser prior to the occurrence of such deferral, the Seller shall deliver a revised Completion Schedule to the Purchaser in accordance with Clause 6.3 at least 3 (three) Business Days prior to the deferred Completion Date, and the Completion Schedule previously submitted by the Seller shall cease to apply for all purposes.

6.5

The Purchaser shall not make, and shall ensure that its Affiliates and Authorised Representatives do not make, any written or oral communications to the directors, officers or employees of the Company before the Completion Date, in connection with the transactions contemplated by this Agreement, without the Seller’s prior written consent, which shall not be unreasonably withheld.

6.6

Following the filing of the application to the FSC referenced in Clause 5.4, the Parties shall establish a joint committee, for which the Purchaser and the Seller shall each appoint 2 (two) representatives, to (i) discuss, prepare for and agree upon written plans for the orderly separation of the Company from the Seller’s systems and infrastructure at Completion, the integration of the Company with the Purchaser after separation from the Seller’s systems and infrastructure, as soon as possible but no later than 20 (twenty) days following the date thereof, and (ii) monitor and manage the implementation of, and any interaction and communication with regard to, such plans.

6.7

During the date hereof until the Completion, the Seller shall not, and shall cause its Authorised Representatives, and the Company and its Authorised Representatives not to, directly or indirectly, solicit any inquiries or proposals, provide information or enter into any discussions, negotiations, or agreements, relating to the direct or indirect disposition, whether by sale, merger or otherwise, of any capital stock or securities of the Company, or all or any material portion of the Business, to any person other than the Purchaser or its Affiliates.

6.8

During the date hereof until the Completion, the Seller shall give prompt written notice to the Purchaser and the Purchaser shall give prompt written notice to the Seller of (i) any Warranty made by it contained in this Agreement becoming inaccurate in any material respect and (ii) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement within the time contemplated hereby, in each case, that would reasonably be expected to cause a Condition to fail to be satisfied.

7.

Completion

7.1

Completion shall take place at 10:00am at the offices of Yulchon LLC, Parnas Tower, 38F, 521 Teheran-ro, Gangnam-gu, Seoul 06164, Korea, on the last Business Day of the calendar month in which the last of the Conditions has been satisfied, provided that if such satisfaction takes place less than 3 (three) Business Days before the end of that calendar month, Completion shall take place at the same location and time on the 3^rd Business Day after the date on which the last of the Conditions was satisfied. Notwithstanding the above, Completion may take place at such other location, time or date as may otherwise be agreed between the Seller and the Purchaser.

7.2

At Completion, the Seller shall observe and perform the relevant provisions of Part A and Part C of Schedule 2.

7.3

At Completion, the Purchaser shall observe and perform the relevant provisions of Part B and Part C of Schedule 2.

7.4

If a Party fails to comply with any obligation under Clause 7.2 or 7.3, the Purchaser, in the case of non-compliance by the Seller, or the Seller, in the case of non-compliance by the Purchaser, shall provide written notice to the Seller or the Purchaser, as the case may be. Following receipt of such notice, the non-compliant Party shall have the opportunity to remedy such non-compliance within 10 (ten) Business Days, and if not remedied, the other Party shall be entitled (in addition to and without prejudice to all other rights and remedies available) by written notice to the non-compliant Party:

(a)

if the Long Stop Date has passed, to terminate this Agreement in accordance with Clause 16.1;

(b)

to effect Completion so far as practicable having regard to the defaults which have occurred, including by exercising any right to specific performance; or

(c)

to fix a new date for Completion (not being more than 1 (one) month after the agreed date for Completion) in which case the provisions of Clauses 7.2 and 7.3 shall apply to Completion as so deferred but provided such deferral may only occur once.

8.

Seller’s Warranties

8.1

The Seller hereby warrants to the Purchaser that the Seller’s Warranties are true and accurate as at the date of this Agreement and as at the Completion Date (other than Seller’s Warranties which by their terms expressly address matters only as of another specified date, which shall be true and correct only as of such date).

8.2

The Seller shall indemnify, defend and hold harmless the Purchaser, and any of its Affiliates, and their respective shareholders, directors, officers, employees, agents, and advisors from and against any and all Losses incurred thereby arising out of or resulting from: (i) any inaccuracy or breach of any Seller’s Warranty as at the date of this Agreement or as at the Completion Date (or for any Seller’s Warranties which by their terms expressly address matters only as of another specified date, as of such date) (any Claim based on such inaccuracy or breach, a “Seller Warranty Claim”) (provided, that those Seller’s Warranties that are subject to a materiality or Material Adverse Effect qualifier (other than those set forth in paragraphs 3.1 and 4.1(b) of Schedule 3, or in any such Seller’s Warranties requiring the listing of items or delivery of documents such as the last sentence of paragraphs 6.1, 8.1 and 11.1 of Schedule 3) shall be deemed to be made without such qualifier for the purposes of this Clause 8.2), and (ii) any breach of, or failure to perform, any of its covenants, agreements or

other obligations contained in this Agreement, in each case of clauses (i) and (ii), subject to the limitations and other provisions set out in Schedule 4.

8.3

In entering into this Agreement, the Purchaser acknowledges and agrees in respect of the transactions contemplated under this Agreement and the other Transaction Documents that, except for the warranties expressly given in this Clause 8 and Schedule 3, neither the Seller nor any of its Affiliates nor any other person makes or has made, nor has the Purchaser or any of its Affiliates relied on, any representation or warranty, either express or implied and whether past, present or future, with respect to the Company, the Business or the transactions contemplated by this Agreement, or as to the accuracy or completeness of any of the information provided (including in the Data Room, Disclosure Letter, any management presentations, information memoranda, ratings agency presentations, supplemental information or other materials or information with respect to any of the above), whether in writing, verbal or howsoever provided, or otherwise made available to the Purchaser or its Affiliates.

9.

Transitional Arrangements

9.1

The Company shall be permitted to use and sub-licence the Prudential Trademarks which are owned by the Seller’s Group on the terms and for the periods set out in Schedule 6 and Clause 12.

9.2

The Parties hereby acknowledge and agree that, following Completion, the Seller’s Group will provide certain agreed services to the Company, and the Company will provide certain agreed services to the Seller’s Group, in each case upon the terms and conditions (including the periods for, and the fees at, which such services will be provided) set out in the Transitional Services Agreement to be entered into at Completion.

9.3

The Purchaser acknowledges and agrees that from the Completion Date, save as otherwise provided in this Agreement or otherwise agreed between the Purchaser and the Seller:

(a)

the Company shall not have or be entitled to the benefit of any Seller’s Group Insurance Policy in respect of any event, act or omission that takes place after the Completion Date and it shall be the sole responsibility of the Purchaser to ensure that adequate insurance is put in place for the Company with effect from the Completion Date; and

(b)

neither the Seller nor any member of the Seller’s Group shall be required to maintain any Seller’s Group Insurance Policy for the benefit of the Company.

9.4

The Seller and the Purchaser shall use their respective commercially reasonable endeavours to obtain a waiver or consent from the counterparty of any Contract which requires such waiver or consent in relation to the transactions contemplated by this Agreement, the list of which is as set forth in Annex 4 of the Disclosure Letter, prior to the Completion. The Seller shall be responsible for any fee or other payment payable to the counterparty of any such Contract to the extent such fee or other payment is paid in consideration of such waiver or consent.

10.

Non-Solicitation and Non-Compete

11.

Employees and Incentives

11.1

[***].

11.2

[***].

11.3

[***].

11.4

[***].

11.5

[***].

11.6

[***].

11.7

[***].

11.8

[***].

12.

IP Arrangements

12.3

[***].

13.

Tax Matters

before the Completion Date except to the extent required by applicable Tax law. Upon a determination by the Purchaser or any such Affiliate that such amendment or making or changing of any Tax elections or accounting methods is so required by law, the Purchaser shall promptly notify the Seller of such determination.

Purchaser shall provide the Seller with a copy of any Company Returns (including any schedules and workpapers relating thereto) with respect to a taxable period (or portion thereof) ending on or before the Completion Date, for review and comment, at least 20 (twenty) Business Days prior to the respective due date of such Company Returns, and the Seller shall provide the Purchaser with comments on such Company Returns not later than 10 (ten) Business Days prior to the respective due dates of such Company Returns. The Parties shall cooperate in good faith to resolve any disagreements with respect to such comments and (i) in the case of Company Returns for which the applicable taxable period began prior to the Accounts Date, the Purchaser shall revise such Company Returns to incorporate all reasonable comments, and (ii) in the case of any other Company Returns, the Purchaser agrees to cooperate in good faith with the Seller and not act unreasonably with respect to any comments the Seller may make with respect to Company Returns (including related accounting matters) for taxable periods (or portions thereof) beginning after the Accounts Date, provided that if the Purchaser reasonably proposes not to incorporate any of the Seller’s comments with respect to a Company Return described in clause (ii), the Purchaser shall nevertheless incorporate such comment if the Seller agrees to indemnify the Purchaser and the Company against any incremental Taxes resulting therefrom without regard to the limitations on the quantum of indemnification contained in paragraph 2 of Schedule 4. The procedural rules of paragraph 4 of Schedule 4 and Clause 13.5, as applicable, shall govern any claim for such indemnification. The Purchaser shall promptly deliver to Seller an as-filed copy of all Company Returns relating to a Tax period (or portion thereof) ending on or before the Completion Date.

14.

Other Covenants

15.

Purchaser’s Warranties

(d)

entry into and performance by the Purchaser of this Agreement and any other Transaction Documents to which it is a party will not (i) breach any provision of the articles of incorporation or equivalent constitutional documents of the Purchaser, (ii) result in any breach of, or constitute a default (or event which, with the giving of notice or the lapse of time, would constitute a default) under, or give any person any rights of termination under, any Contract to which the Purchaser is a party or by which it or its properties are bound, or (iii) (subject to fulfilment of the Conditions) result in a breach of any Applicable Laws or any Order applicable to the Purchaser, except, in the case of clause (ii), as would not reasonably be expected to materially impair or prevent the ability of the Purchaser to consummate the transactions contemplated by the Transaction Documents;

(e)

the Purchaser is validly incorporated, in existence and duly registered under the laws of its jurisdiction of incorporation. The Purchaser has full power under its articles of incorporation or equivalent constitutional documents to conduct its business as conducted at the date of this Agreement;

(f)

the Purchaser has only relied on the warranties contained in Clause 8 and Schedule 3 and not on any other warranty, statement or information given, made or provided by the Seller or any of its Affiliates;

(g)

the Purchaser or any member of the Purchaser’s Group (i) has not had any interactions with any Governmental Authority in Korea in relation to any unsuccessful acquisition or licence application and (ii) is not the subject of any investigation or enquiry by a Governmental Authority which is in progress or threatened or pending which has or could reasonably be expected to have a material adverse effect on the Purchaser’s ability to execute, deliver and perform its obligations under any Transaction Document;

(h)

the Purchaser has informed the Seller of all interactions between the Purchaser and any Governmental Authority in connection with the transactions contemplated under the Transaction Documents prior to the date of this Agreement and has disclosed to the Seller all information communicated by any Governmental Authority to the Purchaser, including (without limitation) with respect to anything which will or may prevent or delay any Condition from being satisfied on or prior to the Long Stop Date, and there are no events or circumstances relevant to the Purchaser or its business which are likely to prevent or delay any Condition from being satisfied on or prior to the Long Stop Date;

(i)

the Purchaser has as of the date hereof sufficient financial resources to, and there will be cash available to the Purchaser’s Group at Completion sufficient to, enable the Purchaser to fulfil its obligation to pay the Consideration and any other amount payable under this Agreement on the due date (together, the “Purchaser Sufficient Resources”);

(j)

there are no events or circumstances of which the Purchaser is aware as to why there should not continue to be Purchaser Sufficient Resources until Completion; and

(k)

no order has been made, petition presented or meeting convened for the purpose of considering a resolution for the winding up or dissolution of the Purchaser. No petition has been presented for an administration order to be made in relation to the Purchaser, and no liquidator, receiver, administrator, administrative receiver, judicial manager, compulsory manager, provisional supervisor or other similar officer has been appointed in respect of the whole or any part of any of the property, assets and/or undertaking of the Purchaser. No events or circumstances analogous to any of those referred to in this paragraph have occurred in any jurisdiction.

and against any and all Losses incurred thereby arising out of or resulting from: (i) any inaccuracy or breach of any of the Purchaser’s Warranties (any Claim based on such inaccuracy or breach, a “Purchaser Warranty Claim”, and together with a Seller Warranty Claim, each a “Warranty Claim”), and (ii) any breach of, or failure to perform, any of its covenants, agreements or other obligations contained in this Agreement, subject to the limitations and other provisions set out in Schedule 4.

16.

Termination

16.1

This Agreement may be terminated prior to the Completion:

(a)

by mutual written agreement of the Seller and the Purchaser;

(b)

by either Party, in the event that any of the Conditions shall not have been fulfilled prior to the Long Stop Date;

(c)

by either Party, in the event of a breach or inaccuracy of any Warranty under this Agreement by the other Party, which breach, individually or in the aggregate, would result in, if occurring or continuing on the Completion Date, the failure of any Condition to such Party’s obligations to be satisfied, and which cannot be or has not been cured by the earlier of (i) the date which is 15 (fifteen) Business Days after the other Party’s receipt of written notice regarding such breach and (ii) the Long Stop Date; or

(d)

by either Party, in the event of a breach of any agreement or covenant under this Agreement by the other Party, which breach, individually or in the aggregate, would result in, if occurring or continuing on the Completion Date, the failure of any Condition to such Party’s obligations to be satisfied, and which cannot be or has not been cured by the earlier of (i) the date which is 15 (fifteen) Business Days after the other Party’s receipt of written notice regarding such breach and (ii) the Long Stop Date,

17.

Confidentiality

(a)

any such information is disclosed to the auditors, professional advisers, Affiliates or any regulator of the disclosing Party, in each case on a need to know basis, subject to informing them of the confidential nature of the information and complying with its obligations in this Clause 17.2;

(b)

any such information is or becomes generally available to the public other than (i) in the case of the Purchaser, as a result of a disclosure by the Seller or its Affiliates or any of their respective Representatives and (ii) in the case of the Seller, as a result of a disclosure by the Purchaser, the Company (after the Completion Date) or any of their respective Affiliates, or any of their respective Representatives;

(c)

any such information is required by Applicable Law, a Governmental Authority or a Tax Authority to be disclosed;

(d)

any such information is reasonably necessary to be disclosed in connection with any Action or in any dispute with respect to the Transaction Documents (including in response to any summons, subpoena or other legal process or formal or informal investigative demand issued to the disclosing Party in the course of any litigation, investigation or administrative proceeding);

(e)

any such information was or becomes available to such Party on a non-confidential basis and from a source (other than a Party to this Agreement or any Affiliate or Authorised Representative of such Party) that is not bound by a confidentiality agreement with respect to such information; or

(f)

any such information that becomes known or available pursuant to or as a result of the carrying out of the provisions of a Transaction Document (which information shall be governed by the confidentiality provisions set out therein).

18.

Counterparts

19.

Variation, Waiver and Consent

20.

Entire Agreement

21.

Withholding

with an original copy of the certificate of tax residency issued by the relevant Tax Authority (i.e., IRS Form 6166) in respect of the Seller and other documents and information reasonably requested by the Purchaser (the “Tax Exemption Package”), and the Purchaser shall not withhold any CGT in respect of the Consideration payable to the Seller. All information provided by the Seller in the Tax Exemption Package shall be true and correct. The Purchaser shall timely and properly file such Tax Exemption Package with the relevant Tax Authority as soon as practicable and in no event later than the 9th (ninth) day of the month immediately following the month during which the Completion Date takes place. The Purchaser shall keep the Seller informed on a timely basis regarding the status of the Tax Exemption Package and, if the Tax Exemption Package is approved by the KNTS, the Purchaser shall deliver to the Seller a copy of such approval promptly following the receipt of such approval.

22.

Notices

22.1

Any communication or notice under or in connection with this Agreement (a “Notice”) shall be in writing, drafted in the English language and delivered by hand, courier or email as follows:

Name of Party

Address

E-mail address

Marked for the attention of

The Seller

[***]

[***]

[***]

Copy to:

[***]

[***]

[***]

[***]

23.

Costs

24.

Continuing Effect

25.

Severability

26.

Assignment

27.

Third Party Rights

28.

Payments and Currency Conversion

29.

Governing Law and Dispute Resolution

29.3

The seat of the arbitration shall be Singapore.

29.4

The arbitration tribunal shall consist of 3 (three) arbitrators.

29.5

The language of the arbitration shall be English.

Signed for and on behalf of
Prudential International Insurance Holdings, Ltd.

)

)

)

/s/ Jonathan Graybill

………………………………………….

Jonathan Graybill

Senior Vice President

………………………………………….

Signed for and on behalf of
KB Financial Group Inc.

by its duly authorised representative

)

)

)

/s/James D. Kaplan

………………………………………….

James D. Kaplan

Chief Executive Officer

………………………………………….

1.

At Completion, and subject to the Seller’s bank having confirmed receipt of the Consideration in the Designated Bank Account, the Seller shall deliver (or procure to be delivered) to the Purchaser:

(a)

the original stock certificates representing the Shares and a copy of the shareholders registry of the Company reflecting the Purchaser’s ownership of the Shares as of the Completion Date; provided, however, in the case of any lost stock certificates for which a court nullification has not been obtained by Completion, a certificate of the Seller representing that the Seller is the sole legal and beneficial owner of the relevant Shares (the “Undelivered Shares”) and has filed with the court for the nullification in respect of such Shares, in which case the Purchaser shall be entitled to deposit into an escrow account mutually agreed upon by the Parties (instead of paying directly to the Seller) an amount equal to the product of the Consideration multiplied by the ratio that equals the number of Undelivered Shares divided by the total number of Shares, and such amount shall be held in escrow for the benefit of Seller and released to the Seller upon the Purchaser’s receipt of the share certificates representing the Undelivered Shares;

(b)

a copy of a resolution of the board of directors of the Seller (certified by a duly appointed officer as true and correct) authorising the execution of and the performance by the Seller of its obligations under this Agreement and the other Transaction Documents to which it is a party;

(c)

letters of resignation, substantially in the form attached hereto as Annex 4 (or its Korean-language equivalent), from each of the directors and audit committee members of the Company, effective as of the Completion Date, duly executed and accompanied by all other documents required to comply with any registration requirements under Applicable Law;

(d)

the Transitional Services Agreement, duly executed by the relevant member of the Seller’s Group and the Company;

(e)

the IP Agreements, duly executed by the relevant member of the Seller’s Group and the Company; and

(f)

a receipt evidencing the receipt of the Consideration.

2.

At Completion, the Seller shall cause the Company to hold a general meeting of the shareholders to pass resolutions to appoint such persons as the Purchaser may have nominated pursuant to paragraph 3 of Schedule 5 as directors and audit committee members of the Company and accept the resignation of the existing directors and audit committee members of the Company.

(a)

subject to paragraph 1(a) of Part A of Schedule 2, pay the Consideration to the Seller by way of telegraphic transfer in immediately available funds to the Designated Bank Account; and

(b)

deliver to the Seller a copy of a resolution of the board of directors of the Purchaser (certified by a duly appointed officer as true and correct) authorising the execution of and the performance by the Purchaser of its obligations under this Agreement and the Transaction Documents to which it is a party.

1.

On Completion, the Seller shall procure that the amount of the Estimated Outstanding Intragroup Receivables is settled in full by the relevant members of the Seller’s Group and the Purchaser shall procure that the amount of the Estimated Outstanding Intragroup Payables is settled in full by the Company.

2.

lf:

(a)

the amount of any of the Outstanding Intragroup Receivables minus the corresponding amount of the Estimated Outstanding Intragroup Receivables is a positive number, the Seller will procure that the relevant members of the Seller’s Group will pay an amount equal to such difference to the Company as soon as reasonably practicable following Completion and in any event no later than 20 (twenty) Business Days following Completion; or

(b)

the amount of any of the Outstanding Intragroup Receivables minus the corresponding amount of the Estimated Outstanding Intragroup Receivables is a negative number, the Purchaser will procure that the Company will pay an amount equal to such difference to the relevant members of the Seller’s Group as soon as reasonably practicable following Completion and in any event no later than 20 (twenty) Business Days following Completion.

3.

If:

(a)

the amount of any of the Outstanding Intragroup Payables minus the corresponding amount of the Estimated Outstanding Intragroup Payables is a positive number, the Purchaser will procure that the Company will pay an amount equal to such difference to the relevant members of the Seller’s Group as soon as reasonably practicable following Completion and in any event no later than 20 (twenty) Business Days following Completion; or

(b)

the amount of any of the Outstanding Intragroup Payables minus the corresponding amount of the Estimated Outstanding Intragroup Payables is a negative number, the Seller will procure that the relevant members of the Seller’s Group will pay an amount equal to such difference to the Company as soon as reasonably practicable following Completion and in any event no later than 20 (twenty) Business Days following Completion.

4.

If either Party disputes the amount of any payment made or procured to be made by the other Party pursuant to paragraph 2 or paragraph 3, it shall send written notification thereof to the other Party no later than 10 (ten) Business Days after such payment is received (a “Payables and Receivables Dispute Notice”).  Upon receipt of a Payables and Receivables Dispute Notice, the Purchaser and the Seller shall negotiate in good faith and act reasonably to agree the amount in dispute (the “Dispute Amount”).

5.

If the Purchaser and the Seller cannot agree the Dispute Amount within 20 (twenty) Business Days of receipt of a Payables and Receivables Dispute Notice, the matter (a “Payables and Receivables Dispute”) shall be determined in accordance with Schedule 7 with all references in that schedule to a “Leakage Claim Dispute” being replaced by references to a “Payables and Receivables Dispute” and all references in that schedule to “Leakage” being replaced by references to “Dispute Amount”.

1.

The Seller and the Shares

1.1

The Seller has full power, authority and capacity to enter into and perform its obligations under each of the Transaction Documents to which the Seller is a party.

1.2

Each of the Transaction Documents constitutes or will, when executed, constitute legal, valid and binding obligations on the Seller, enforceable in accordance with their terms, subject to any principles of equity or insolvency law.

1.3

The Seller has obtained all corporate authorisations required to empower it to enter into and perform its obligations under the Transaction Documents.

1.4

The Seller is validly incorporated, in existence and duly registered under the laws of Delaware.

1.5

Entry into and performance by the Seller of its obligations under this Agreement and, any other Transaction Documents to which it is a party will not result in (i) a breach of any provision of the memorandum or articles of association, by-laws or equivalent constitutional documents of the Seller or the Company, (ii) any breach of, or constitute a default (or event which, with the giving of notice or the lapse of time, would constitute, a, default) under, or give any person any rights of termination under, any Contract to which the Seller or the Company is a party or by which it or the Company or its or the Company’s properties are bound, or (iii) (subject to fulfilment of the Conditions) a breach of any Applicable Laws or Order applicable to the Seller or the Company, except in the case of clause (ii) as would not reasonably be expected to have a Material Adverse Effect.

1.6

The Shares are fully paid and non-assessable and the Seller: (i) is the sole legal and beneficial owner of the Shares free from all Encumbrances; (ii) is entitled to transfer or procure the transfer of the full legal and beneficial ownership in the Shares on the terms of this Agreement and, (iii) has good, and marketable, title to the Shares. Upon delivery of the Shares and payment therefor at Completion, the Purchaser will receive good and marketable title to the Shares, free and clear of any Encumbrance other than any Encumbrance arising from acts or omissions of the Purchaser or its Affiliates or facts or circumstances related to them.

1.7

The Shares constitute the entire issue share capital of the Company, and have been duly and validly authorised, and issued in accordance with Applicable Law and the constitutional and corporate documents of the Company. Except for the Shares, the Company has not issued any capital stock or other securities, or any rights relating to its capital stock, or entered into any Contract to issue, purchase, redeem, repurchase, assignment, transfer or Encumber any capital stock, other securities or such rights in the Company. With respect to the Company or the Shares, the Seller is not a party to any shareholder agreement, voting agreement, subscription agreement, loan agreement, repurchase or redemption agreement, or any other Contract pertaining to the payment of dividends, preemptive rights, capital contributions, director nomination, call, put, tag-along, drag-along, anti-dilution, registration rights, rights of first refusal or other transfer restrictions, or any other rights or obligations with respect to any capital stock in the Company, and the Company is not subject to any such Contract (whether or not the Seller is a party).

2.

The Company

2.1

The Company is validly incorporated, in existence and duly registered under the laws of Korea. The Company has all requisite corporate powers and authority under its articles of incorporation and other constitutional documents, the true, correct and complete copies of which are as set forth in the Data Room, to conduct its business as conducted at the date of this Agreement.

2.2

The information on the Company set out in Schedule 1 is accurate in all material respects (except for changes occurring after the date hereof in connection with any Capital Contribution or changes in directors or audit committee members).

2.3

The Company has no subsidiaries and, other than the shares held in its investment portfolio, has no equity or partnership (as a general or limited partner, or otherwise) interest in any other person, or other similar assets, and is not the beneficial owner of nor has agreed to acquire, such interest or assets.

2.4

The statutory books of the Company which are required to be maintained by it under Applicable Law are up to date and accurately reflect the material matters which should, under Applicable Law, be reflected in those books.

2.5

Other than insurance policies or annuity contracts and contracts of employment with Employees or employee benefits plans, each entered into in the ordinary course of business, all material transactions between the Company, on the one hand, and (i) any of its former and current directors, senior executive officers, shareholders, and Affiliates, (ii) any of the former and current directors and senior executive officers of any member of the Seller’s Group, or (iii) so far as the Seller is aware, any Person in which any director or senior executive officer of the Company is a manager or holds a material interest, or a director or senior executive officer of such Person, on the other hand, are as set forth in Section 2.5 of Annex 1 to the Disclosure Letter and have been entered into on an arm’s-length basis, and in compliance with Applicable Laws.

3.

Accounts

3.1

The audited financial statements of the Company for the financial years ended on December 31, 2019 and December 31, 2018, including the notes thereto (the “Financial Statements”), (i) give a true and fair view of the financial position and the results of operations, changes in stockholders’ equity, and cash flow of the Company in all material respects as of and for the periods covered respectively thereby; and (ii) have been prepared in accordance with K-IFRS and, in all material respects, Applicable Laws.

3.2

The Financial Statements have been derived from the books and records of the Company in all material respects. The Company maintains proper books of accounts and records, reflecting in accordance with K-IFRS all material items of income and expenses, all material transactions and all assets and Liabilities required to be reflected therein in accordance with Applicable Laws and K-IFRS and maintains proper and adequate financial accounting controls as required under Applicable Law and K-IFRS.

3.3

The Data Room contains true and complete copies of the Actuarial Report, together with all attachments, addenda, supplements and modifications thereto. So far as the Seller is aware, the information and data furnished by the Company to its independent actuaries in

connection with the preparation of the Actuarial Report, to the extent they consist of facts and not assumptions or forecasts, were accurate in all material respects.  

3.4

The Company does not have any material Liabilities of the type that would be required by K-IFRS to be reflected in a balance sheet of the Company as of the date hereof or as of the Completion Date, except for, in each case, such Liabilities (i) incurred in the ordinary course of business since the Accounts Date, (ii) reflected or adequately reserved against in the Accounts, (iii) incurred by the Company in connection with the transactions contemplated by the Transaction Documents, (iv) any Liabilities or matters that are the subject of other Seller’s Warranties contained in this Agreement (whether or not covered by such Seller’s Warranties), or (v) any Liabilities arising from the matter described in Section 6.4 of Annex 1 to the Disclosure Letter.

4.

Events since the Accounts Date

4.1

Since the Accounts Date to the date hereof,

(a)

there has not occurred any matter what would require the consent of the Purchaser pursuant to paragraphs 1(a), 1(b), 1(c), 1(g), 1(h), 1(i), 1(p) or 1(q) of Schedule 5 had such matter occurred after the date hereof;

(b)

there has not been any Material Adverse Effect, and no event has occurred or circumstance exists that, so far as Seller is aware, would reasonably be expected to result in any Material Adverse Effect;

(c)

the Company has, except for the transactions contemplated by the Transaction Documents, in all material respects carried on its operations and business activities in the ordinary course of business;

(d)

other than in the ordinary course of business, no material increase in the rates of commissions paid to any General Agency, Life Planner or broker of the Company, has occurred;

(e)

no material change in reinsurance, hedging, local/statutory reserving methodology, practices or policies (including, without limitation any related bonus adjustments or the methodology used to determine policyholders’ dividends and bonuses), valuation or risk based capital methodology, in each case as entered into or used by the Company, has occurred other than as required by Applicable Law;

(f)

no material change in the interest rate or financial terms applicable to any intra-group Indebtedness between the Company and any member of the Seller’s Group has occurred; or

(g)

no commitment for a capital expenditure has been entered into by the Company to spend monies in excess of, individually or, with respect to any related series of commitments, in aggregate, KRW 750,000,000.

4.2

Since the Accounts Date, no corporate action authorizing or approving any of paragraphs 4.1(d) through (g) has been taken by the Company, and no agreement relating thereto has been entered into by the Company.

5.

Bank Accounts and Borrowings

6.

Regulatory Matters and Compliance with Law

6.1

The Company has obtained all material licences, permits, registrations, authorisations, consents and other permissions and approvals required to own any of its material assets and to carry on its business in the places where and in the manner in which its business is being carried on (the “Permissions”). True, correct and complete copies of such Permissions as of the date hereof have been made available to the Purchaser in the Data Room.

6.2

The Permissions are in full force and effect.

6.3

Since January 1, 2018, the Company has not violated in any material respect, and is not currently in material violation of, any Permissions. None of the Permissions shall be materially adversely affected, invalidated or become voidable as a result of the transactions contemplated by the Transaction Documents (assuming Purchaser obtains all required approvals from the applicable Governmental Authorities). All Permissions are renewable in the ordinary course of business, and, so far as the Seller is aware, there is no fact, condition or circumstance that may, or could reasonably be expected to, lead to any modification, suspension, revocation or non-renewal of any Permissions. As of the date hereof, no written notice has been given to or received by the Company to terminate, or relating to any material deficiency regarding, the Permissions.

6.4

Since January 1, 2018, the Company has been in all material respects in compliance with, and has not committed any material breach of, any Applicable Laws or any other Regulatory Requirements. The Company has not received any written notice from any Governmental Authority of non-compliance with any Applicable Laws or any other Regulatory Requirements since January 1, 2018, nor is the Company subject to any Action, pending or, so far as the Seller is aware, threatened with respect to any alleged non-compliance or violation thereof as of the date hereof.

6.5

Since January 1, 2018, the Company has filed all material reports, data and other information, applications and notices required to be filed with or otherwise provided to a Governmental Authority.

6.6

The Company has, in all material respects, implemented and followed policies and procedures reasonably designed to ensure that all insurance policies marketed, serviced, administered, sold or issued by or on behalf of the Company since January 1, 2018 (“Insurance Policies”) have been marketed, serviced, administered, sold or issued by insurance agents, marketers, underwriters, wholesalers, brokers, distributors or other producers in compliance in all material respects with Regulatory Requirements, including, without limitation, by conducting on-going review and updating of all such policies and procedures and periodic monitoring of such Persons, and who (so far as the Seller is aware) are (at the relevant time such Insurance Policies were sold) duly licensed as required by Applicable Laws for the type of relevant business.

6.7

The reserves in respect of the Insurance Policies reflected in the Accounts have been determined in all material respects (i) using methods and assumptions that are in accordance with the respective terms and conditions of Insurance Policies as to reserve basis and method as approved by the relevant Governmental Authority, (ii) in a manner consistent with past practice for the most recent one-year period and (iii) in compliance with the Regulatory Requirements. The Company’s risk-based capital ratio calculations as set out in the Company’s filing with the FSC made on March 31, 2020 are based upon the Company’s own calculation of its risk-based capital ratio in accordance with Applicable Law as at the date to which the filing refers.

6.8

None of the Company or its Affiliates is currently subject to, or is owned or controlled by a person that is targeted by or subject to, any economic sanction currently administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), or by the U.S. Department of State, or any sanctions currently imposed by the United Nations Security Council or any other Authority relevant to the jurisdictions in which the Company conducts business or owns assets (collectively, the “OFAC Sanctions”). The Company has not directly or indirectly used any corporate funds, or contributed or otherwise made available any corporate funds to any joint venture partner or any other person for the purpose of financing the activities of any person currently the subject of any OFAC Sanctions, or located or resident in any country or territory currently the subject of any OFAC Sanctions.

6.9

The operations of the Company are and have been conducted since January 1, 2018 in compliance with applicable money laundering-related Applicable Laws of Korea and any other jurisdictions in which the Company conducts business or owns assets (collectively, the “Money Laundering Laws”). As of the date hereof, no investigation or Action by or before any Governmental Authority involving the Company with respect to the Money Laundering Laws is pending or, so far as the Seller is aware, threatened.

7.

Insurance

7.1

The Company maintains material insurance policies required under Regulatory Requirement or any Material Contract executed by the Company, and maintains the type and level of insurance that in its reasonable view is normally maintained by companies in the life insurance industry in Korea in connection with the business conducted by, and the assets owned by, the Company. So far as the Seller is aware, all premiums with respect thereto due on or prior to the date hereof have been timely paid in full. True, correct and complete copies of such insurance policies as of the date hereof have been made available to the Purchaser in the Data Room.  

7.2

So far as the Seller is aware, in respect of the Seller’s Group Insurance Policies which are material to the business of the Company, all premiums have been duly paid to date and neither the Company nor any member of the Seller’s Group has received, as of the date hereof, any notification that such insurances are not valid or enforceable, or relating to cancellation or termination of such insurances and, so far as the Seller is aware, there are no grounds for any such cancellation or termination.  

8.

Contractual Matters

8.1

The Seller has made available to the Purchaser true, correct and complete copies of all Material Contracts as of the date hereof in the Data Room, except for those entered into using the relevant standard form Contracts of the Company, which are made available in the Data Room.

8.2

Each of the Material Contracts (other than templates) represent valid, binding and enforceable obligations of the Company and is in full force and effect, subject to any principles of equity or insolvency law. Since January 1, 2018 to the date hereof, no counterparty to a Material Contract has given written notice of its intention to terminate, nullify or cancel such Material Contract. No breach or default by the Company under any Material Contract has occurred that would be material to the Company.

8.3

There are no outstanding Contracts under which the Company is under an obligation to acquire or dispose of all or a material part of its assets or business.

8.4

So far as the Seller is aware, as of the date hereof, there is no outstanding material breach of, or default under, any Material Contract by any of the other parties to such contract, and, as of the date hereof, the Company has not received any written notice that any of the other parties to any Material Contract intends not to materially perform under such Material

Contract. As of the date hereof, there are no pending or, so far as the Seller is aware, threatened material Claims with respect to any Material Contract.

9.

Litigation

9.1

Other than as disclosed in Section 9.1 of Annex 1 to the Disclosure Letter, as of the date hereof, the Company is not involved as a party in any material Action and, so far as the Seller is aware, no such Actions have been threatened in writing by or against the Company since January 1, 2018. For this purpose, (i) “material” means Actions which (if successful) are likely to result in a cost, benefit or value to the Company of KRW 500,000,000 or more and (ii) any Actions for collection by the Company of debts arising in the ordinary course of business and any Actions in respect of claims identified in the Data Room as insured claims are excluded.

9.2

There is no outstanding Order against the Company that is currently effective as of the date hereof, or has yet to be paid or complied with, and which may have a material adverse effect upon the ability of the Company to deal freely with its assets or freely conduct its Business.

10.

Insolvency

(a)

the Company declares the suspension of payments or a moratorium of any Indebtedness;

(b)

any corporate action, legal proceedings or other procedure or step is taken for winding up or dissolution of the Company;

(c)

the Company files a petition to a court for the commencement of bankruptcy or rehabilitation against it;

(d)

a person (other than the Company) files a petition to a court for the commencement of bankruptcy or rehabilitation against the Company and such petition is not discharged within 60 (sixty) days;

(e)

the Company is designated as a failing company under the Corporate Restructuring Promotion Act;

(f)

a composition or arrangement with any creditor of the Company by reason of actual financial difficulties is commenced; or

(g)

a liquidator, receiver, administrator, administrative receiver, judicial manager, compulsory manager, provisional supervisor or other similar officer in respect of the Company is appointed under the Debtor Rehabilitation and Bankruptcy Act.

11.

Real Property

(a)

the Company holds valid leasehold right to all such Company Real Properties, free and clear of any Encumbrances other than Permitted Encumbrances; and

(b)

all Contracts under which such Company Real Properties are leased to or by the Company (collectively, the “Leases”) are in full force and effect and no other Person is currently entitled to terminate any of such Leases before it is due to expire, and all rents and material additional payments due to date on each such Lease have been paid in full.

12.

Assets

13.

Employees

agreements to which the Company is a party, (iii) the Company’s rules of employment and (iv) contractual regulations on severance payment for the Company, in each case as of the date hereof.

14.

Intellectual Property

15.

Data Protection and Information Technology

(including registration or notification requirements) in respect of data protection has been received by the Company from any Governmental Authority since January 1, 2018. Except as has not had, or would not reasonably be expected to have a material and adverse effect on the Business, as of the date hereof, there is no outstanding or, so far as the Seller is aware, threatened Action against the Company for, and the Company has not since January 1, 2018 to the date hereof received any Claim against the Company for, compensation for inaccuracy, loss or unauthorised disclosure, or leakage of personal data held by the Company.

directly liable for such Taxes or secondarily liable for such Taxes for which the Seller or other third party was primarily liable) with respect to any taxable period (or portion thereof) ending on or before the Completion Date have been properly and duly paid or properly reserved for in the books and records of the Company.

17.

Environmental, Health and Safety Matters

natural resources or human health or safety, and there are no material Liabilities relating to such Regulatory Requirements with respect to the Company or its business or assets.

18.

No Broker

1.

Notification of Claims

1.1

Each Party shall not be liable for any Warranty Claim unless such Party shall have received from the other Party written notice of such Claim:

(a)

in the case of a Claim in respect of any breach of the Fundamental Warranties, on or before the date falling 30 Business Days after the expiration of the applicable statute of limitations; and

(b)

in the case of a Claim in respect of any breach of the Seller’s Warranties or the Purchaser’s Warranties, as applicable, other than those set forth in paragraph 1.1(a), (c) or (d), on or before the date falling 18 months from the Completion Date,

(c)

in the case of a Claim in respect of any breach of the Seller’s Warranties contained in paragraph 13 of Schedule 3, on or before the date falling 24 (twenty-four) months from the Completion Date;

(d)

in the case of a Tax Warranty Claim, on or before the date falling 30 (thirty) Business Days after the expiration of the applicable statute of limitations;

1.2

Any notice provided pursuant to paragraph 1.1 by a Party, or any notice provided by a Party in connection with any Claim for any breach of, or failure to perform, any of the other Party’s covenants, agreements or other obligations contained in this Agreement, shall, in each case, contain such information, facts and circumstances with respect to the subject matter of the Claim (including such Party’s good faith estimate of the quantum thereof) as is available to such Party to enable the other Party to assess the merits of the Claim, to act to preserve evidence and to make such provision as the Seller may consider necessary or appropriate.

1.3

Subject to any Applicable Law or any binding confidentiality obligations, each Party shall take all reasonable steps to cooperate with and assist the other Party in determining the validity of any Claim, including:

(a)

reasonably allowing, and procuring that the Company allows, as applicable and as reasonably necessary or appropriate, the other Party and its and/or its Affiliates’ financial, legal, accounting and other professional advisers to investigate the matter or circumstance alleged to give rise to the Claim and whether and to what extent any amount is payable in respect of the same; and

(b)

disclosing to the other Party all material which reasonably relates to the Claim of which such Party is aware, and shall give, and shall procure that the Company shall give, as applicable, all such reasonable information and assistance in respect of the same, including reasonable access to premises and personnel and the right

to examine and copy or photograph any assets, accounts, documents and records, in a manner so as not to interfere with the normal business operations of such Party (or the Company, as applicable), as the other Party or its or its Affiliates’ financial, legal, accounting and other professional advisers may reasonably request, subject to other Party agreeing, in such form as such Party may reasonably require, to keep all such information confidential and to use it only for the purpose of investigating and defending the Claim.

1.4

Any Claim shall (if it has not been previously satisfied, settled or withdrawn) be deemed to have been withdrawn unless an Action in respect of the same has been commenced within 9 (nine) months of such notification.

2.

Limitations on Quantum

2.1

The liability of each Party hereunder in respect of Warranty Claims (other than in respect of Fundamental Warranties and Tax Warranties) shall be limited as follows:

(a)

each Party shall not be liable in respect of any such individual Warranty Claim (or a series of such Warranty Claims arising from related causes, facts or circumstances) where the liability agreed or determined in respect of any such Warranty Claim (or series of such Warranty Claims) does not exceed KRW 100 million;

(b)

each Party shall not be liable in respect of any such Warranty Claim unless the aggregate amount of all such Warranty Claims for which the Seller or the Purchaser, as applicable, would otherwise be liable by virtue of paragraph 2.1(a) exceeds KRW 10 billion; and

(c)

where the amount agreed or determined in respect of all such Warranty Claims referred to in paragraph 2.1(b) exceeds KRW 10 billion, the liability of the Seller or the Purchaser, as applicable, shall be limited to the amount of the excess.

2.2

The aggregate liability of each Party in respect of all Warranty Claims (other than in respect of Fundamental Warranties and Tax Warranties) shall not exceed 10% of the Consideration.

2.3

The aggregate liability of each Party in respect of all Claims shall not exceed 100% of the Consideration.

2.4

Notwithstanding anything to the contrary, the limitations set forth in paragraphs 1.1, 2.1, 2.2 and 2.3 of Schedule 4 shall not apply to any Claim based on actual fraud in the Seller Warranties by the Seller or Purchaser Warranties by the Purchaser, as the case may be, perpetuated by such party with the knowledge that such Seller Warranties or Purchaser Warranties were inaccurate and with the intent to cause the other party to rely thereon to its detriment.

2.5

Notwithstanding anything to the contrary, the Seller shall have no liability in respect of any Claim relating to Taxes (i) for a taxable period (or portion thereof) beginning after the Accounts Date, except for any Warranty Claims based on the Tax Warranties, including any interest or penalty imposed on the Company that relate to any Tax Returns that Seller is required to file or cause the Company to timely prepare and file pursuant to Clause 13.6, provided that, for the avoidance of doubt, the Seller shall not be liable to the Purchaser for

Taxes from the Company’s ordinary business income or Permitted Leakage, or (ii) for a taxable period (or portion thereof) beginning after the Completion Date. For these purposes, a Tax for a period that includes, but does not end on, the Accounts Date (or, if applicable, the Completion Date) shall be apportioned to the period ending on the Accounts Date (or, if applicable, the Completion Date) on a per diem basis in the case of real and personal property taxes and on an interim closing of the books basis as of the close of the Accounts Date (or, if applicable, the Completion Date) in the case of all other Taxes.

3.

Special Liability

3.1

[***].

4.

Third Party Claims

4.1

If any Party (the “Notified Party”) receives notice of assertion or commencement of a Third Party Claim against any such Party in respect of which the other Party (the “Compensating Party”) may be obligated to provide indemnification under this Agreement, the Notified Party shall give the Compensating Party reasonably prompt written notice thereof (but in no event later than 20 Business Days after becoming aware thereof) and such notice shall include a reasonable description of the claim based on the facts known at the time and any documents relating to the claim and an estimate of the Loss and shall reference the specific sections of this Agreement that form the basis of such claim. Thereafter, the Notified Party shall deliver to the Compensating Party, within 10 Business Days after the Notified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Notified Party relating to the Third Party Claim. Notwithstanding anything to the contrary herein, the failure to so notify by the Notified Party under this paragraph 4.1 of Schedule 4 shall not relieve the Compensating Party of its obligations hereunder, except to the extent such failure shall have actually prejudiced the Compensating Party.

4.2

The Compensating Party shall be entitled to participate in the defence of any Third Party Claim by notifying the Notified Party of its intent to participate in such defense promptly following the receipt of a notice from the Notified Party under paragraph 4.1 of Schedule 4 and, if it so chooses, to assume the defence thereof with a counsel of its choice at its own expense; provided that the Compensating Party shall (i) defend such Claim diligently, (ii) not effect any settlement (x) unless the Notified Party has been fully released from any Liabilities in connection with such Claim, or (y) that imposes injunctive or other equitable relief against the Notified Party and (iii) prior to such assumption of the settlement or defense of the Claim, furnish the Notified Party with reasonable evidence that the Compensating Party has adequate resources to defend the Claim and fulfill its indemnity obligations hereunder. If the Compensating Party assumes such defence, the Notified Party shall have the right to participate in the defence thereof and to employ counsel, at its own expense, separate from the counsel employed by the Compensating Party, it being understood that the Compensating Party shall control such defence. The Compensating Party shall be liable for the reasonable fees and expenses of counsel employed by the Notified Party for any period during which the Compensating Party has not assumed the defence thereof.  If the Compensating Party chooses to defend any Third Party Claim hereunder, the Parties shall cooperate in the defence thereof.  Such cooperation shall include the retention and (upon the Compensating Party’s request) the provision to the Compensating Party of records and information that are relevant to such Third Party Claim, and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder.  The Notified Party shall not admit any liability with respect to, or pay, settle, compromise or discharge, such Third Party Claim without the other Party's prior written consent, which shall not be

unreasonably withheld or delayed. The Compensating Party shall not pay, settle, compromise or discharge such Third Party Claim without the other Party’s prior written consent, which shall not be unreasonably withheld or delayed, unless such settlement consists solely of monetary damages paid by the Compensating Party. To the extent of any conflict between the provisions of this paragraph 4 and those of Clause 13.5, the provisions of Clause 13.5 shall prevail.

5.

Specific Limitations

5.1

The Seller shall not be liable for Losses in respect of any Seller Warranty Claim to the extent that the matter or circumstances giving rise to that Claim:

(a)

was specifically reflected in the Accounts (including, without limitation, by way of a note or a statement in any report forming part thereof);

(b)

is, or arises from, any matter or circumstance fairly disclosed in the Disclosure Letter or the Data Room, in each case, where such disclosure is in sufficient detail and a manner to enable a purchaser of the Shares to fairly assess and identify the nature and consequences of such matter or circumstance;

(c)

are Leakages fully paid to the Purchaser pursuant to Clause 4.3; or

(d)

have been refunded or otherwise paid to and actually received by the Purchaser or the Company.

5.2

Notwithstanding anything to the contrary contained in this Agreement or provided for under Applicable Law with respect to any Claim, each Party shall not be liable to any other person, either in contract or in tort, for any consequential, incidental, indirect, special or punitive damages of such other person, or any loss of future revenue, or income or profits, or any diminution in value or multiples of earnings damages relating to the breach or alleged breach hereof; provided, however, that the foregoing limitation shall not relieve such Party from such Liability to the extent that such Losses are awarded to a third party in connection with a Third Party Claim.

6.

Recovery of Losses

6.1

If, before any amount is paid in discharge of all or part of any Claim, a Party seeking indemnity hereunder is entitled for whatever reason to recover (whether by payment, third party insurance cover, discount, credit, relief or otherwise) from a third party, including an insurer, an amount which indemnifies or compensates (in whole or in part) such Party or otherwise in respect of the Loss which is the subject of the Claim, such Party shall use commercially reasonable efforts to take, before steps are taken to enforce such Claim, all reasonable steps (including any of which the Compensating Party may reasonably require) to enforce such recovery from the third party, and any actual recovery (less any Taxes and reasonable out of pocket expenses incurred in obtaining the same) shall reduce or satisfy, as the case may be, such Claim to the extent of such recovery. Subject to Applicable Law relating to rights of subrogation, the Compensating Party shall be subrogated to all rights that the Notified Party has or would otherwise have in respect of the claim against the third party.

6.2

If any amount is paid in discharge of all or part of any Claim and an amount is subsequently recovered by the Party seeking indemnity hereunder (whether by payment, third party

insurance cover, discount, credit, set-off or otherwise) from a third party (including any Tax Authority or insurer) in respect of the matter in relation to which the Claim was made, such Party shall forthwith promptly repay to the Compensating Party a sum corresponding to the amount recovered from the third party net of Taxes incurred by such Party with respect to receipt of the recovered amount and reasonable out of pocket expenses of such Party relating to such recovery and subject to the maximum repayment being equal to the amount paid by the Compensating Party in discharge of all or part of such Claim.

6.3

If the event giving rise to a Claim produces an actual saving or benefit for the Purchaser and/or a member of the Purchaser's Group (including in relation to Tax), the Purchaser shall procure that the saving or benefit and the amount of it will either be taken into account in reducing the amount of the Claim or, if the Seller has paid an amount in discharge of that Claim without such saving or benefit being taken into account, then the amount by which such saving or benefit would have reduced the liability so discharged shall be repaid promptly to the Seller less the Purchaser's reasonable out of pocket expenses (if any) incurred in obtaining the saving or benefit.

7.

Adjustment of Purchase Price

8.

Mitigation

9.

No Liability for Contingent or Non-quantifiable Claims

10.

Future Legislation, Tax Policy and Agreed Matters

(a)

the passing of, or any change in, any Applicable Law after the Completion Date including (without prejudice to the generality of the foregoing) any increase in the rates of Tax or any imposition of Tax or any withdrawal of relief from Tax not actually (or prospectively) introduced at the Completion Date; or

(b)

any change in accounting or Tax policy, bases or practice of the other Party or the Company introduced or having effect after Completion.

11.

Acts and Knowledge

(a)

such Claim would not have arisen but for any act, omission, transaction or arrangement carried out at, and in accordance with, the written request of the other Party before Completion; or

(b)

such Claim would not have arisen but for any act done or omitted to be done after Completion by the other Party; or

(c)

the facts, matters or circumstances which are the subject of the Claim have been disclosed by the Disclosure Letter or the Data Room.

12.

No Double Recovery

13.

Exclusive Remedy

14.

Non-reliance

(a)

the Purchaser acknowledges and agrees that the Purchaser is responsible for, and has made, its own assessment of the adequacy and sufficiency of the accounting and actuarial reserves (including provisions for claims, premiums, policy benefits, expenses and any other reserves or provisions of the Company (the “Reserves”) and has not relied on the Seller’s assessment in doing so;

(b)

the Purchaser acknowledges its understanding that an insurer is required by applicable laws, rules and regulation to maintain a minimum level of reserves and that new policies or requirements may be promulgated or implemented by a Governmental Authority from time to time and/or alternative interpretations of existing rules or requirements may be applied by the relevant regulator from time to time regarding the calculation of such reserves; and the Purchaser is responsible for assessing the need for independent actuarial and other professional advice in this regard;

(c)

no representation or warranty (express or implied) is made by, or on behalf of, the Seller as to:

(i)

the amount or the sufficiency of the Reserves or the value in force of any policies written or assumed by the Company (whether presented in (I) the Accounts, (II) any document contained in, attached to or referred to in the Data Room or the Disclosure Letter, or (III) otherwise);

(ii)

the appropriateness of any actuarial principle, assumption or methodology applied by any member of the Seller’s Group or the Company;

(iii)

the collectability of any amounts under reinsurance contracts;

(iv)

the future performance, probable success or future profitability of the Company; or

(v)

the accuracy of any forecasts, estimates, projections, statements of intent or statements of opinion provided to the Purchaser or any of its directors, officers, employees, agents or advisers on or prior to the date of this Agreement, including those contained in any information memorandum and the documents contained in, attached to or referred to in the Data Room or the Disclosure Letter; and

(d)

notwithstanding anything otherwise contained in this Agreement or in any other document to be executed pursuant to or in connection with this Agreement or any document in the Data Room or which has been or will be provided to the Purchaser

or its Affiliates or its or their Representatives, no part of this Agreement or of any such other document shall be construed as constituting, directly or indirectly, such a representation or warranty, and none of the Seller nor any member of the Seller’s Group or any of their Representatives shall be under any liability to any member of the Purchaser’s Group or any other person to the extent that (for whatever reason) that member of the Purchaser’s Group or other person suffers any loss or liability as a consequence of its, or its advisers’ assessment of (a) the amount or the sufficiency of the Reserves or the value in force of any policies written or assumed by the Company, (b) the appropriateness of any actuarial principle, assumption or methodology, or (c) the future performance, probable success or future profitability of the Company or forecasts, estimates, projections, statements of intent or statements of opinion referred to in paragraph 14.3(c)(v), being in any way inaccurate.

(a)

there are uncertainties inherent in attempting to make forward looking opinions, estimates, projections, business plans, budgets and forecasts and the Purchaser is familiar with these uncertainties; and

(b)

the Purchaser will make its own evaluation of the adequacy and accuracy of all Forward Looking Information furnished to it,

1.

Except as set forth in the Disclosure Letter, as required by the terms of any Transaction Document or subject to any Applicable Law, for the period from the date of this Agreement until the Completion, the Seller shall cause the Company to, (i) conduct its business in the ordinary course of business, (ii) use commercially reasonable efforts to maintain and preserve substantially intact the Company’s current business organizations and assets; (iii) conduct all of its operations and business activities in material compliance with all Applicable Law (including maintaining in effect all of its Permissions necessary to conduct the Business in the ordinary course of business); and (iv) use commercially reasonable efforts to maintain and preserve substantially intact the Company’s relationships and goodwill with customers, suppliers and others having business dealings with the Company. Without limiting the generality of the foregoing, from the date of this Agreement until the Completion, subject to (x) any Applicable Law, (y) such being required by the terms of any Transaction Document or requested in writing by the Purchaser or (z) as set forth in the Disclosure Letter, the Seller shall cause the Company not to:

(a)

make any material change to (including any change by the incorporation, acquisition or disposal of a subsidiary or a business or material assets in any case for a consideration representing open market value) the nature or extent of its business;