Form 8-K

8-K — Equitable Holdings, Inc.

Accession: 0000950142-26-001087

Filed: 2026-04-08

Period: 2026-04-08

CIK: 0001333986

SIC: 6411 (INSURANCE AGENTS BROKERS & SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange

Act of 1934

Date of Report (Date of earliest event reported): April 8, 2026

Equitable Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38469

90-0226248

(State or other jurisdiction of

incorporation or organization)

(Commission File

Number)

(I.R.S. Employer

Identification No.)

1345 Avenue of the Americas, New York, New York

10105

(Address of principal executive offices) (Zip Code)

(212) 554-1234

(Registrant’s telephone number, including area

code)

Not Applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of Exchange on which registered

Common Stock

EQH

New York Stock Exchange

Depositary Shares, each representing a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series A

EQH PR A

New York Stock Exchange

Depositary Shares, each representing a 1/1,000th interest in a share of Fixed Rate Noncumulative Perpetual Preferred Stock, Series C

EQH PR C

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company

as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934

(§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Definitive Material Agreement.

On April 8, 2026, Equitable Holdings, Inc.,

a Delaware corporation (“Equitable”), entered into a Voting and Support Agreement (the “Voting and Support Agreement”)

with Nippon Life Insurance Company, a mutual company (sougogaisha) organized under the laws of Japan (“Nippon Life”),

and Corebridge Financial, Inc., a Delaware corporation (“Corebridge”) in connection with the previously announced Agreement

and Plan of Merger (the “Merger Agreement”), dated as of March 26, 2026, by and among Equitable, Corebridge, Mountain Holding,

Inc., a newly formed Delaware corporation and wholly-owned subsidiary of Corebridge (“HoldCo”), Palisade Holding, Inc., a

newly formed Delaware corporation and a wholly-owned subsidiary of HoldCo, and Marcy Holding, Inc., a newly formed Delaware corporation

and a wholly-owned subsidiary of HoldCo.

The Voting and Support Agreement

requires that Nippon Life, subject to certain limited qualifications, vote Covered Stock in favor of, and take certain other actions

(or not take certain other actions, as applicable) in furtherance of, the transactions contemplated by the Merger Agreement. As used

herein, Covered Stock means the number of shares of Corebridge common stock, par value $0.01 per share, that Nippon Life (a) owns of

record and/or beneficially (within the meaning of Rule 13d-3 under the Exchange Act of 1934) on the record date of the

Corebridge special stockholder meeting at which the transactions contemplated by the Merger Agreement will be considered and (b) has

the right and ability to vote (or to direct the vote of) on the Covered Proposals (as defined in the Voting and Support Agreement)

on the record date of such Corebridge special stockholder meeting. Nippon Life has also agreed in the Voting and Support Agreement

not to transfer any Covered Stock prior to the approval of the Merger Agreement by Corebridge stockholders, subject to certain

exceptions.

The Voting and Support Agreement contains a

covenant that obligates Nippon Life to use its reasonable best efforts to obtain regulatory and governmental approvals in furtherance

of the transactions contemplated by the Merger Agreement. In connection therewith, Nippon Life is obligated to keep Equitable and Corebridge

apprised of any substantive communication with regulators and the status of such regulatory and governmental approvals.

In addition, the Voting and Support

Agreement provides that, at the closing of the transactions contemplated by the Merger Agreement, HoldCo and Nippon Life will enter

into (a) a Stockholder’s Agreement (the “New Stockholder’s Agreement”) and (b) a Registration Rights

Agreement (the “New Registration Rights Agreement”), in each case, substantially in the form attached to the Voting and

Support Agreement. Upon the entry into such agreements (as applicable), the Stockholder’s Agreement, dated as of

December 9, 2024, by and between Nippon Life and Corebridge (the “Existing Stockholder’s Agreement”) will

automatically terminate (in accordance with its terms) and the Registration Rights Assignment Agreement, dated as of

December 9, 2024, by and between Nippon Life, Corebridge and the other parties thereto (the “Existing Registration Rights

Agreement”) will automatically terminate (in accordance with its terms). The terms and conditions of the New

Stockholder’s Agreement and the New Registration Rights Agreement are substantially similar to the terms of the Existing

Stockholder’s Agreement and the Existing Registration Rights Agreement, respectively.

The Voting and Support Agreement will terminate

upon the earlier of the closing of the transactions contemplated by the Merger Agreement, the termination of the Merger Agreement in accordance

with its terms and certain other specified events.

The foregoing description of the Voting and

Support Agreement is qualified in its entirety by the full text of the Voting and Support Agreement, which is attached hereto as Exhibit

10.1 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

10.1

Voting and Support Agreement, dated as of April 8, 2026, by and among Equitable Holdings, Inc., Corebridge Financial, Inc., and Nippon Life Insurance Company*

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

Schedules and exhibits have been omitted pursuant to Item 601(a)(5) or Item 601(b)(2) of Regulation S-K. Equitable agrees to furnish supplementally a copy of such schedules and exhibits, or any section thereof, to the SEC upon request; provided, however, that Equitable may request confidential treatment pursuant to Rule 24b-2 under the Exchange Act for any exhibits or schedules so furnished.

Cautionary Statement Regarding Forward-Looking

Information

This Current Report on Form 8-K includes statements,

which, to the extent they are not statements of historical or present fact, constitute “forward looking statements” within

the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements, and any related oral statements,

can be identified by the use of terms such as “believes,” “expects,” “may,” “will,” “shall,”

“should,” “would,” “could,” “seeks,” “aims,” “projects,” “forecasts,”

“intends,” “targets,” “plans,” “estimates,” “anticipates,” “goals,”

“guidance,” “formidable,” “preliminary,” “objective,” “continue,” “drive,”

“improve,” “superior,” “robust,” “positioned,” “resilient,” “vision,”

“potential,” “immediate,” and similar expressions or the negative of those expressions or verbs. We caution you

that forward-looking statements are not guarantees of future performance or outcomes. Forward-looking statements are not historical facts

but instead represent only our beliefs regarding future events, which may by their nature be inherently uncertain, and some of which may

be outside our control. These statements include, but are not limited to, statements about the expected timing and completion of the proposed

transaction between Equitable and Corebridge (the “Proposed Transaction”), the anticipated benefits of the Proposed Transaction,

including estimated synergies and projected cost savings, and plans and expectations for Equitable, Corebridge or their new parent company

after completion of the Proposed Transaction.

Such forward-looking statements are subject to known

and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, level of activity, performance or achievements

to be materially different from those expressed or implied by such forward-looking statements. Key factors include, among others, the

ability to complete the Proposed Transaction on the timeframe or on the terms currently anticipated or at all, including due to a failure

to obtain requisite stockholder, stock exchange, regulatory, governmental or other approvals; risks related to difficulties, inabilities

or delays in integrating the parties’ businesses; the ability to realize the anticipated benefits of the Proposed Transaction, including

estimated run-rate expense synergies and projected cost savings at the times, and to the extent, anticipated, as well as expected operating

earning and cashflow generation; the occurrence of any event, change or other circumstance that could give rise to the right of either

or both parties to terminate the merger agreement; the potential impact of the announcement or consummation of the Proposed Transaction

on Equitable or Corebridge’s stock price and on their respective business, contractual and operational relationships (including

with regulatory bodies, employees, suppliers, clients and competitors); risks related to business disruptions from the Proposed Transaction

that may harm the business or current plans and operations of either or both parties, including diversion of management time from ongoing

business operations; the risk that the Proposed Transaction and its announcement could have an adverse effect on the ability of either

or both parties to hire and retain key personnel; the parties’ ability to raise debt on favorable terms or at all; the outcome of

any legal proceedings that may be instituted against Equitable, Corebridge, their new parent company or their respective directors; restrictions

on the conduct of Equitable and Corebridge’s respective businesses prior to Closing and on each their ability to pursue alternatives

to the Proposed Transaction; the possibility that the Proposed Transaction may be more expensive to complete than anticipated, including

as a result of unexpected factors or events, or unforeseen or unknown liabilities; the deterioration of economic conditions; geopolitical

tensions; the potential impact of a downgrade in Equitable or Corebridge’s Insurer Financial Strength ratings or credit ratings

or of the new parent company of Equitable and Corebridge following completion of the Proposed Transaction; other factors that may affect

future results of Equitable and Corebridge; and management’s response to any of the aforementioned factors.

The foregoing list of factors is not exhaustive. You

should carefully consider these factors and the other risks and uncertainties described in the “Risk Factors” section of the

new parent company’s Registration Statement on Form S-4 discussed below and other documents filed or furnished by Equitable and

Corebridge from time to time with the U.S. Securities and Exchange Commission (“SEC”), including their Annual Reports on Form

10-K for the year ended December 31, 2025. These filings identify and address other important risks and uncertainties that could cause

actual events and results to differ materially from those contained in the forward-looking statements. If any of these risks materialize

or our assumptions prove incorrect, actual events and results could differ materially from those contained in the forward-looking statements.

There may be additional risks that neither Equitable nor Corebridge presently know or that Equitable and Corebridge currently believe

are immaterial that could also cause actual events and results to differ materially from those contained in the forward-looking statements.

In addition, forward-looking statements reflect Equitable and Corebridge’s expectations, plans or forecasts of future events and

views as of the date of this Current Report on Form 8-K. Equitable and Corebridge anticipate that subsequent events and developments will

cause Equitable and Corebridge’s assessments to change. While Equitable and Corebridge may elect to update these forward-looking

statements at some point in the future, Equitable and Corebridge specifically disclaim any obligation to do so, unless required by applicable

law. Neither Equitable nor Corebridge gives any assurance that Equitable, Corebridge or their new parent company will achieve the results

or other matters set forth in the forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Equitable Holdings, Inc.

By:

/s/ Ralph Petruzzo

Name:

Ralph Petruzzo

Title:

Deputy General Counsel

Date: April 8, 2026

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: eh260762961_ex1001.htm · Sequence: 2

EXHIBIT 10.1

Execution Version

CERTAIN

IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT

TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS MARKED WITH A [***]. CERTAIN SCHEDULES OR SIMILAR ATTACHMENTS HAVE BEEN

OMITTED FROM THIS EXHIBIT IN ACCORDANCE WITH ITEM 601(a)(5) of REGULATION S-K.

VOTING AND SUPPORT AGREEMENT

This VOTING AND SUPPORT AGREEMENT

(hereinafter called this “Agreement”), dated as of April 8, 2026, is entered into by and among Equitable Holdings,

Inc., a Delaware corporation (“Equitable”), Corebridge Financial, Inc., a Delaware corporation (“Corebridge”)

and Nippon Life Insurance Company, a mutual company (sougogaisha) organized under the laws of Japan (the “Stockholder”).

Each of Equitable, Corebridge and the Stockholder are sometimes referred to herein as a “Party.”

WHEREAS, on March 26,

2026 (the “Merger Agreement Signing Date”), Equitable, Corebridge, Mountain Holding, Inc., a Delaware corporation and

wholly-owned Subsidiary of Corebridge (“HoldCo”), Marcy Holding, Inc., a newly formed Delaware corporation and a wholly-owned

Subsidiary of HoldCo (“Equitable Merger Sub”) and Palisade Holding, Inc., a newly formed Delaware corporation and a

wholly-owned Subsidiary of HoldCo (“Corebridge Merger Sub”), are entering into an Agreement and Plan of Merger (as

it may be amended, supplemented or otherwise modified from time to time, the “Merger Agreement”) that, among other

things and subject to the terms and conditions set forth therein, provides for (a) the merger of Corebridge Merger Sub with and into

Corebridge (the “Corebridge Merger”), with Corebridge surviving the Corebridge Merger (the “Corebridge Surviving

Corporation”) and the Corebridge Surviving Corporation becoming a wholly-owned Subsidiary of HoldCo, pursuant to and in accordance

with the provisions of the General Corporation Law of the State of Delaware and (b) immediately following consummation of the Corebridge

Merger, the merger of Equitable Merger Sub with and into Equitable, with Equitable surviving the Equitable Merger (the “Equitable

Surviving Corporation”) and the Equitable Surviving Corporation becoming a wholly-owned Subsidiary of HoldCo, pursuant to and

in accordance with the provisions of the DGCL;

WHEREAS, as of the

date of this Agreement, the Stockholder is the record and/or “beneficial owner” (within the meaning of Rule 13d-3 under

the Exchange Act) of the number of shares of Corebridge Stock set forth next to the Stockholder’s name on Schedule A

hereto, with such stock being all of the Corebridge Stock owned of record or beneficially by the Stockholder as of the date of this Agreement

(the “Owned Stock”); and

WHEREAS, in connection

with the Merger Agreement, the Stockholder has agreed to enter into this Agreement with respect to the Stockholder’s Covered Stock

(as defined below).

NOW, THEREFORE, in

consideration of the foregoing premises and the representations, warranties, covenants and agreements set forth in this Agreement, the

Parties agree as follows:

ARTICLE

Agreement to Vote the Covered STOCK

1.1

Voting Agreement. At every meeting of stockholders of Corebridge Common Stock (“Corebridge

Common Stockholders”) (whether annual, special or otherwise) at which any of the following matters are to be voted on (and at

every adjournment or postponement thereof), and on any action or approval of Corebridge’s stockholders by written consent with respect

to any of the following matters, the Stockholder shall vote (including via proxy) all of the Stockholder’s

Covered Stock and when a written consent is

proposed, respond to each request by Corebridge for written consent and consent:

(a)

in favor of the proposal to adopt the Merger Agreement and any other matters necessary (A) to secure

the Requisite Corebridge Vote or (B) for the consummation of the Transactions in accordance with the terms of the Merger Agreement;

(b)

in favor of any proposal to postpone or adjourn the Corebridge Stockholders Meeting if there are

insufficient shares of Corebridge Common Stock represented (either in person or by proxy) and voting to adopt the Merger Agreement or

to constitute a quorum necessary to conduct the business of the Corebridge Stockholders Meeting; and

(c)

against (A) any Acquisition Proposal or (B) approval of any proposal, transaction, agreement or

action that would reasonably be expected to prevent, materially delay or materially impede the consummation of the Transactions

(clauses (a), (b) and (c), the “Covered Proposals”).

1.2

Quorum. At every meeting of the Corebridge Common Stockholders (and at every adjournment

or postponement thereof), the Stockholder shall be represented in person or by proxy at such meeting (or cause the holders of record on

any applicable record date to be represented in person or by proxy at such meeting) in order for the Stockholder’s Covered Stock

to be counted as present for purposes of establishing a quorum.

1.3

Proxy. The Stockholder shall promptly (and in no event later than ten (10) Business

Days after the mailing of any definitive proxy statement relating to such matters) execute and deliver (or cause the holders of record

to execute and deliver), any proxy card or voting instructions it receives that is sent to Corebridge Common Stockholders soliciting proxies

with respect to any matter described in Section 1.1, which shall be voted in the manner described in Section 1.1

(with Equitable to be promptly notified by Corebridge (and provided reasonable evidence) of such execution and delivery of such proxy

card or voting instructions).

1.4

Transfer of Stock. The Stockholder covenants and agrees that the Stockholder will

not (a) offer for sale, offer, sell (including short sales), transfer, tender, pledge, encumber, assign, exchange, hypothecate, convey

any legal or beneficial ownership interest in or otherwise dispose of (including by gift, by merger or amalgamation (including by conversion

into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition, by operation of

Law, or otherwise) (collectively, a “Transfer”), or enter into any contract, option, derivative, hedging or other agreement

or arrangement or understanding (including any profit- or loss-sharing arrangement) with respect to, or related to, any or all of the

Covered Stock or the Stockholder’s voting or economic interest therein, (b) deposit any of the Stockholder’s Covered

Stock into a voting trust or enter into a voting agreement or arrangement with respect to such Covered Stock or grant any proxy or power

of attorney with respect thereto that is inconsistent with this Agreement, (c) enter into any contract, option or other arrangement

or undertaking with respect to the Transfer of any of its Covered Stock or (d) enter into any swap (including a total return swap)

or similar derivative transaction with respect to any of its Covered Stock. Any attempted Transfer of the Covered Stock or any interest

therein in violation of this Section 1.4

shall be null and void. Notwithstanding the

foregoing, (i) the transfer restrictions set forth in this Section 1.4 shall expire on the earlier of the date in which

(x) the Requisite Corebridge Vote is obtained or (y) this Agreement is terminated in accordance with Section 6.1

hereof and (ii) the Stockholder shall be allowed to transfer some or all of the Stockholder’s Covered Stock to its Affiliates,

provided that the transferee of the Transfer shall have, prior to any such Transfer, executed and delivered a joinder to this Agreement

pursuant to which such transferee shall be bound by all of the terms and provisions of this Agreement and agree and acknowledge that such

Person shall constitute a “Stockholder” for all purposes of this Agreement.

1.5

No Solicitation.

(a)

Subject to Section 1.5(b), the Stockholder shall not, and shall cause its Subsidiaries

and its and their respective Subsidiaries’ directors and officers not to, and shall direct and use its reasonable best efforts to

cause its and its Subsidiaries’ employees, investment bankers, attorneys, accountants and other advisors and representatives (such

Persons, collectively, “Representatives”) not to, in each case directly or indirectly:

(i)

initiate, solicit, propose, knowingly encourage (including by way of furnishing information) or knowingly take any action designed

to facilitate any inquiry regarding, or the making of any inquiry, proposal or offer that constitutes or would reasonably be expected

to lead to, an Acquisition Proposal (other than discussions solely to clarify whether such inquiry, proposal or offer constitutes an Acquisition

Proposal or informing such Person of the provisions contained in this Section 1.5(a));

(ii)

engage in, continue or otherwise participate in any discussions with or negotiations relating to, or otherwise cooperate in any

way with, any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to lead to an Acquisition Proposal

(other than discussions solely to clarify whether such inquiry, proposal or offer constitutes an Acquisition Proposal or informing such

Person of the provisions contained in this Section 1.5(a));

(iii)

provide any nonpublic information to any Person in connection with any Acquisition Proposal or any inquiry, proposal or offer that

constitutes or would reasonably be expected to lead to an Acquisition Proposal; or

(iv)

otherwise knowingly facilitate any effort or attempt to make an Acquisition Proposal or any inquiry, proposal or offer that constitutes

or would reasonably be expected to lead to an Acquisition Proposal.

(b)

Notwithstanding anything in Section 1.5(a) to the contrary, the Stockholder may provide

information to, and/or participate in discussions or negotiations with, any Person in response to an unsolicited, bona fide written

Acquisition Proposal to the extent that Corebridge is permitted to take such actions in accordance with Section 7.2(b) of the Merger

Agreement.

1.6

No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest

in HoldCo, Equitable or Corebridge any direct or indirect ownership or incidence of ownership of or with respect to the Owned Stock. All

rights, ownership and economic benefits of and relating to the Owned Stock shall remain vested in and belong to the Stockholder, and none

of HoldCo, Equitable or Corebridge shall have

any authority to direct the Stockholder in the voting or disposition of any of the Owned Stock, except as otherwise provided herein.

1.7

Certain Adjustments. In the event of any change in the Corebridge Common Stock by

reason of any split-up, reverse share split, recapitalization, combination, reclassification, exchange of shares or the like, the terms

“Owned Stock” and “Corebridge Common Stock” shall be deemed to refer to and include such shares as well as any

securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction.

ARTICLE

other agreements

2.1

Regulatory Efforts.

(a)

Subject to the terms and conditions of the Merger Agreement, the Stockholder shall use its reasonable

best efforts to (i) prepare and file as promptly as reasonably practicable with any Governmental Entity all documentation to effect

all filings, notices, petitions, statements, registrations, submissions of information, applications and other documents necessary to

consummate the Transactions, and (ii) obtain and maintain all approvals, consents, registrations, permits, authorizations and other

confirmations required to be obtained from any Governmental Entity that are necessary, proper or advisable to consummate the Transactions.

(b)

In furtherance and not in limitation of the foregoing, as promptly as reasonably practicable from

the Merger Agreement Signing Date (and, in the case of any filing required (i) under the HSR Act or (ii) with any applicable

Insurance Regulator, in no event more than forty-five (45) Business Days following the Merger Agreement Signing Date), the Stockholder

shall, and shall cause its Affiliates to, in consultation and cooperation with Equitable and Corebridge, make the appropriate filings

with the applicable Governmental Entities in connection with the Approvals. The Stockholder shall as promptly as reasonably practicable,

and in any case, within the timeframes required or reasonably requested by the applicable Governmental Entity, provide, or cause to be

provided, all agreements, documents, instruments, affidavits, statements or information that may be required or reasonably requested by

any Governmental Entity in connection with their review of the Transactions.

(c)

In furtherance and not in limitation of the foregoing:

(i)

the Parties shall, as promptly as reasonably practicable, and in any case within forty-five (45) Business Days after the Merger

Agreement Signing Date, submit to CFIUS a draft joint voluntary notice of the transactions contemplated by the Merger Agreement (the “CFIUS

Notice”); and

(ii)

each of the Parties shall use its reasonable best efforts to provide any requested supplemental information and other related information

pursuant to Section 721 of Title VII of the Defense Production Act of 1950, as amended, including all regulations promulgated

thereunder (the “DPA”), and submit a final CFIUS Notice and other related information pursuant to the DPA as promptly

as reasonably practicable after receiving any comments to the draft CFIUS Notice during the pre-notice consultation process; provided

that without limiting their respective obligations under this Section 2.1(c), each Party may,

in good faith, seek to limit the scope

or content of any such request. Each of the Parties shall as promptly as reasonably practicable, and in any case, within the timeframes

set forth in the DPA, provide, or cause to be provided, all agreements, documents, instruments, affidavits or information that may be

required or requested by CFIUS relating to such Party or its Affiliates or its or their structure, ownership, businesses, operations,

regulatory and legal compliance, assets, liabilities, financing, financial condition or results of operations, or any of its or their

directors, officers, employees, partners, members or shareholders; provided that without limiting their respective obligations

under this Section 2.1(c), each Party may, in good

faith, seek to limit the scope or content of any such request.

(d)

In furtherance and not in limitation of the foregoing, the Stockholder shall use its reasonable

best efforts to keep Corebridge and Equitable informed in all material respects and on a reasonably timely basis of:

(i)

any substantive communications received by the Stockholder from, or given by the Stockholder to, any other Governmental Entity,

in each case regarding any of the Transactions; and

(ii)

the status of any request, inquiry, investigation, action or legal proceeding from, by or before any Governmental Entity with respect

to the Transactions, in each case, including by promptly furnishing Corebridge and Equitable with copies of any written or electronic

communications with any such Governmental Entities. Subject to applicable Law relating to the exchange of information, Corebridge and

Equitable shall each have the reasonable opportunity to review in advance, and the Stockholder will consult each of Corebridge and Equitable

on and consider in good faith the views of Corebridge and Equitable in connection with, and comments to, any filing, analysis, appearance,

presentation, memorandum, brief, argument, opinion or proposal made or submitted to any Governmental Entity in connection with the Transactions,

and shall provide Corebridge and Equitable with copies of all such materials made or submitted to a Governmental Entity. In addition,

except as may be prohibited by any Governmental Entity or by any applicable Law, in connection with any request, inquiry, investigation,

action or legal proceeding by or from any Governmental Entity with respect to the Transactions, the Stockholder will permit authorized

Representatives of each of Corebridge and Equitable to be present at each substantive meeting or conference with a Governmental Entity

relating to such request, inquiry, investigation, action or legal proceeding and to have access to and be consulted in connection with

any document, opinion or proposal made or submitted to any Governmental Entity in connection with such request, inquiry, investigation,

action or legal proceeding.

(e)

Corebridge and the Stockholder shall each be responsible for one half of the cost of any and all

filing fees incurred in connection with the Approvals and any other regulatory filings made by the Stockholder with a Governmental Entity

in connection with the Transactions.

2.2

Stockholder’s Agreement. At the Closing, (a) the Stockholder shall cause to

be delivered to HoldCo a duly executed counterpart of the Stockholder to the Stockholder’s Agreement, dated as of the Closing,

by and between the Stockholder and HoldCo in

substantially the form set forth in Schedule B hereto (the “Stockholder’s

Agreement”) and (b) Corebridge shall cause to be delivered to the Stockholder a

duly executed counterpart of HoldCo to the Stockholder’s Agreement. For the avoidance of doubt,

the Parties acknowledge that the Stockholder’s Agreement, dated as of December 9, 2024, by and between the Stockholder and

Corebridge shall automatically terminate on the Closing in accordance with its terms.

2.3

Registration Rights Agreement. At the Closing, (a) the Stockholder shall cause to be

delivered to HoldCo a duly executed counterpart of the Stockholder to the Registration Rights Agreement, dated as of the Closing, by and

between the Stockholder and HoldCo in substantially the form set forth in Schedule C hereto (the “Registration Rights

Agreement”) and (b) Corebridge shall cause to be delivered to the Stockholder of HoldCo a duly executed counterpart to

the Registration Rights Agreement. For the avoidance of doubt, the Parties acknowledge that the Registration Rights Assignment Agreement,

dated as of December 9, 2024, by and between the Stockholder, Corebridge and other parties thereto shall automatically terminate

on the Closing in accordance with its terms.

ARTICLE

III

Representations and Warranties of the Stockholder

The Stockholder represents

and warrants to Corebridge and Equitable that:

3.1

Organization and Good Standing. The Stockholder is a legal entity duly organized,

validly existing and, where applicable, in good standing under the Laws of its jurisdiction of organization.

3.2

Corporate Authority; Approval. The Stockholder has all requisite corporate power

and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement

and to consummate the transactions contemplated hereby, and the execution and delivery of this Agreement and the consummation of the transactions

contemplated hereby by the Stockholder have been duly authorized by all necessary corporate action on the part of the Stockholder. This

Agreement has been duly authorized, executed and delivered by the Stockholder and, assuming the due authorization, execution and delivery

by the other Parties, constitutes a valid and binding agreement of the Stockholder enforceable against the Stockholder in accordance with

its terms, subject to the Bankruptcy and Equity Exception.

3.3

Ownership of the Covered Stock. (a) The Stockholder is the beneficial or record

owner of, and has good and marketable title to, the Owned Stock, free and clear of any and all security interests, liens, charges, encumbrances,

equities, claims, options or limitations of whatever nature and free of any other limitation or restriction (including any restriction

on the right to vote, sell or otherwise dispose of such Owned Stock), other than any of the foregoing created by this Agreement or the

Stockholder’s Agreement or that would not prevent, impede or delay in any material respect the Stockholder’s ability to perform

its obligations hereunder or as created by this Agreement and (b) the Stockholder has sole voting power over all of such Owned Stock

beneficially owned by the Stockholder. The Stockholder does not own, beneficially or of record, any Corebridge Stock or other voting stock

of Corebridge (or any securities convertible, exercisable or exchangeable for, or rights to purchase or acquire, any Corebridge Stock

or other voting stock of Corebridge) other than the Owned Stock. There are no agreements or arrangements of any kind, contingent or otherwise,

obligating the Stockholder to Transfer, or cause to be

Transferred, any of the Owned Stock and no

Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Owned Stock. None of the Owned Stock

is subject to any agreement, arrangement or restriction with respect to the voting of such Owned Stock that would prevent or materially

delay the Stockholder’s ability to perform its obligations hereunder.

3.4

Governmental Filings; No Violations; Certain Contracts.

(a)

Other than the filings, notices, reports, consents, registrations, approvals, permits, expirations

of waiting periods or authorizations required pursuant to Exhibit G of the Merger Agreement (collectively, the “Approvals”),

no filings, notices, reports, consents, registrations, approvals, permits or authorizations are required to be made or obtained by the

Stockholder with, nor are any required to be obtained by the Stockholder with or from, any Governmental Entity, in connection with the

execution, delivery and performance of this Agreement by the Stockholder and the consummation of the transactions contemplated by this

Agreement except as would not, individually or in the aggregate, reasonably be expected to prevent the consummation of, or materially

impair the Stockholder’s ability to consummate, the transactions contemplated hereby.

(b)

The execution, delivery and performance of this Agreement by the Stockholder does not, and the

consummation by the Stockholder of the transactions contemplated hereby will not constitute or result in (i) a breach or violation

of, or a default under, the Organizational Documents of the Stockholder or any of its Subsidiaries, (ii) with or without notice,

lapse of time or both, a breach or violation of, a termination (or rights of termination) of or default under, the creation or acceleration

of any obligations under or the creation of an Encumbrance on any of the assets of the Stockholder or any of its Subsidiaries pursuant

to, any Contract binding upon the Stockholder or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement

and consummation of the transactions contemplated by this Agreement) compliance with the matters referred to in Section 5.4(a) of

the Merger Agreement, under any Law to which the Stockholder or any of its Subsidiaries is subject or (iii) any change in the rights

or obligations of any party under any Contract binding upon the Stockholder or any of its Subsidiaries, except, in the case of clause (ii)

or (iii) above, as would not, individually or in the aggregate, reasonably be expected to prevent the consummation of, or materially impair

the Stockholder’s ability to consummate, the transactions contemplated hereby.

3.5

Litigation. As of the date hereof, there are no Proceedings before any Governmental

Entity pending or, to the knowledge of the Stockholder, threatened in writing against the Stockholder or any of its Subsidiaries that

questions the beneficial or record ownership of the Owned Stock, the validity of this Agreement or any action taken or to be taken by

the Stockholder in connection with this Agreement.

ARTICLE

Representations and Warranties of Corebridge

Corebridge represents and

warrants to the Stockholder and Equitable that:

4.1

Organization and Good Standing. Corebridge is a legal entity duly organized, validly

existing and in good standing under the Laws of its jurisdiction of organization.

4.2

Corporate Authority; Approval. Corebridge has all requisite corporate power and

authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and

to consummate the transactions contemplated hereby, and the execution and delivery of this Agreement and the consummation of the transactions

contemplated hereby by Corebridge have been duly authorized by all necessary corporate action on the part of Corebridge. This Agreement

has been duly authorized, executed and delivered by Corebridge and, assuming the due authorization, execution and delivery by the other

Parties, constitutes a valid and binding agreement of Corebridge enforceable against Corebridge in accordance with its terms, subject

to the Bankruptcy and Equity Exception.

4.3

Governmental Filings; No Violations; Certain Contracts.

(a)

Other than the Approvals, no filings, notices, reports, consents, registrations, approvals, permits

or authorizations are required to be made or obtained by Corebridge with, nor are any required to be obtained by Corebridge with or from,

any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by Corebridge and the consummation

of the transactions contemplated by this Agreement except as would not, individually or in the aggregate, reasonably be expected to prevent

the consummation of, or materially impair Corebridge’s ability to consummate, the transactions contemplated hereby.

(b)

The execution, delivery and performance of this Agreement by Corebridge does not, and the consummation

by Corebridge of the transactions contemplated hereby will not constitute or result in (i) a breach or violation of, or a default

under, the Organizational Documents of Corebridge or any of its Subsidiaries, (ii) with or without notice, lapse of time or both,

a breach or violation of, a termination (or rights of termination) of or default under, the creation or acceleration of any obligations

under or the creation of an Encumbrance on any of the assets of Corebridge or any of its Subsidiaries pursuant to, any Contract binding

upon Corebridge or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the

Transactions) compliance with the matters referred to in Section 5.4(a) of the Merger Agreement, under any Law to which Corebridge

or any of its Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any Contract binding upon

Corebridge or any of its Subsidiaries, except, in the case of clause (ii) or (iii) above, as would not, individually or in the aggregate,

reasonably be expected to prevent the consummation of, or materially impair Corebridge’s ability to consummate, the transactions

contemplated hereby.

ARTICLE

Representations and Warranties of Equitable

Equitable represents and

warrants to Corebridge and the Stockholder that:

5.1

Organization and Good Standing. Equitable is a legal entity duly organized, validly

existing and in good standing under the Laws of its jurisdiction of organization.

5.2

Corporate Authority; Approval. Equitable has all requisite corporate power and authority

and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate

the transactions contemplated hereby, and the execution and delivery of this Agreement and the consummation of the transactions

contemplated hereby by Equitable have been

duly authorized by all necessary corporate action on the part of Equitable. This Agreement has been duly authorized, executed and delivered

by Equitable and, assuming the due authorization, execution and delivery by the other Parties, constitutes a valid and binding agreement

of Equitable enforceable against Equitable in accordance with its terms, subject to the Bankruptcy and Equity Exception.

5.3

Governmental Filings; No Violations; Certain Contracts.

(a)

Other than the Approvals, no filings, notices, reports, consents, registrations, approvals, permits

or authorizations are required to be made or obtained by Equitable with, nor are any required to be obtained by Equitable with or from,

any Governmental Entity, in connection with the execution, delivery and performance of this Agreement by Equitable and the consummation

of the transactions contemplated by this Agreement except as would not, individually or in the aggregate, reasonably be expected to prevent

the consummation of, or materially impair Equitable’s ability to consummate, the transactions contemplated hereby.

(b)

The execution, delivery and performance of this Agreement by Equitable does not, and the consummation

by Equitable of the transactions contemplated hereby will not constitute or result in (i) a breach or violation of, or a default

under, the Organizational Documents of Equitable or any of its Subsidiaries, (ii) with or without notice, lapse of time or both,

a breach or violation of, a termination (or rights of termination) of or default under, the creation or acceleration of any obligations

under or the creation of an Encumbrance on any of the assets of Equitable or any of its Subsidiaries pursuant to, any Contract binding

upon Equitable or any of its Subsidiaries or, assuming (solely with respect to performance of this Agreement and consummation of the Transactions)

compliance with the matters referred to in Section 5.4(a) of the Merger Agreement, under any Law to which Equitable or any of its

Subsidiaries is subject or (iii) any change in the rights or obligations of any party under any Contract binding upon Equitable or

any of its Subsidiaries, except, in the case of clause (ii) or (iii) above, as would not, individually or in the aggregate, reasonably

be expected to prevent the consummation of, or materially impair Equitable’ ability to consummate, the transactions contemplated

hereby.

ARTICLE

Termination

6.1

Termination. This Agreement shall terminate upon the earliest to occur of:

(a)

the Effective Time;

(b)

the date on which the Merger Agreement is terminated in accordance with its terms;

(c)

the termination of this Agreement by mutual written consent of the Parties; and

(d)

the approval of any amendment to the Merger Agreement or the taking of any action that would reasonably

be expected to result in the amendment, waiver or modification of a provision of the Merger Agreement, in any such case, in a manner that

(i) decreases the Merger Consideration or changes the form of the Merger Consideration, (ii) imposes any material restrictions

or additional material conditions on the consummation of the Transactions, (iii) extends the Outside Date beyond the last date to

which the Merger Agreement (as it exists on

the date of this Agreement) contemplates extension

of the Outside Date or (iv) otherwise materially and adversely impacts the rights of the Stockholder.

6.2

Change in Recommendation. Upon a Change of Recommendation by Corebridge, the covenants and

agreements set forth in Article I shall terminate and shall become void and of no effect. For the avoidance of doubt, this

Agreement shall otherwise remain in full force and effect.

6.3

Effect of Termination. In the event of termination of this Agreement pursuant to

Section 6.1, this Agreement shall become void and of no effect with no liability to any Person on the part of any Party (or

any of its Representatives or Affiliates); provided, however, and notwithstanding anything in this Agreement to the contrary,

(a) no such termination shall relieve any Party of any liability or damages to any other Party resulting from any Willful Breach

of this Agreement and (b) the provisions set forth (i) in Section 2.2 and 2.3 (to the extent that the Merger Agreement has not been

terminated), (ii) in Article VII and (iii) this Section 6.3 shall survive the termination of this Agreement.

ARTICLE

VII

Miscellaneous

7.1

No Survival of Representations and Warranties. All representations and warranties

in this Agreement or in any instrument or other document delivered pursuant to this Agreement shall not survive the termination of this

Agreement.

7.2

Amendment; Waiver. At any time prior to the Effective Time, this Agreement may be

amended, modified or waived if, and only if, such amendment, modification or waiver is in writing and signed, in the case of an amendment,

modification or waiver, by the Parties, or in the case of a waiver, by the Party against whom the waiver is to be effective. The conditions

to each of the respective Parties’ obligations to consummate the transactions contemplated hereby are for the sole benefit of such

Party and may be waived by such Party in whole or in part to the extent permitted by applicable Law; provided that any such waiver

shall only be effective if made in writing and executed by the Party against whom the waiver is to be effective. No failure or delay by

any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise

thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies

herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

7.3

Counterparts. This Agreement may be executed in any number of counterparts, each

such counterpart being deemed to be an original instrument, and all such counterparts shall together constitute the same agreement. A

signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same

legal effect as delivery of an original signed copy of this Agreement.

7.4

Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by

Jury.

(a)

This Agreement shall be deemed to be made in and in all respects shall be interpreted, construed

and governed by and in accordance with the Law of the State of Delaware

without regard to the conflict of law principles

thereof (or any other jurisdiction) to the extent that such principles would result in the application of the Law of another jurisdiction.

(b)

Each of the Parties agrees that it shall bring any action or Proceeding in respect of any claim

arising under or relating to this Agreement or the transactions contemplated hereby exclusively in the Court of Chancery for the State

of Delaware in and for New Castle County, Delaware (or, in the event that such court does not have subject matter jurisdiction over such

action or Proceeding, the United States District Court for the District of Delaware) (the “Chosen Court”) and, solely

in connection with such claims, (i) irrevocably submits to the exclusive jurisdiction of the Chosen Court, (ii) waives any objection

to the laying of venue in any such action or Proceeding in the Chosen Court, (iii) waives any objection that the Chosen Court is

an inconvenient forum or does not have jurisdiction over any Party and (iv) agrees that mailing of process or other papers in connection

with any such action or Proceeding in the manner provided in Section 7.6 or in such other manner as may be permitted by Law

shall be valid and sufficient service thereof.

(c)

EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY BE IN CONNECTION WITH, ARISE

OUT OF OR OTHERWISE RELATE TO THIS AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR OTHER DOCUMENT

DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND

THEREFORE EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL

BY JURY WITH RESPECT TO ANY ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY IN CONNECTION WITH, ARISING OUT OF OR OTHERWISE RELATING TO THIS

AGREEMENT, ANY INSTRUMENT OR OTHER DOCUMENT DELIVERED PURSUANT TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY

ACKNOWLEDGES AND CERTIFIES (I) THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,

THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS

AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) IT MAKES THIS WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER

INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY, AMONG OTHER THINGS, THE MUTUAL WAIVERS, ACKNOWLEDGMENTS AND CERTIFICATIONS

CONTAINED IN THIS SECTION 7.4(c).

7.5

Specific Performance. Each of the Parties acknowledges and agrees that the rights

of each Party to consummate the transactions contemplated hereby are special, unique and of extraordinary character and that if for any

reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate

and irreparable harm or damage would be caused for which money damages would not be an adequate remedy. Accordingly, each Party agrees

that, in addition to any other available remedies a Party may have in equity or at Law, each Party shall be entitled to enforce specifically

the terms and provisions of this Agreement and to obtain an injunction restraining any breach or violation or threatened breach or violation

of the provisions of this Agreement in the Chosen Court without

necessity of posting a bond or other form of

security. In the event that any action or Proceeding should be brought in equity to enforce the provisions of this Agreement, no Party

shall allege, and each Party hereby waives the defense, that there is an adequate remedy at Law.

7.6

Notices. All notices, requests, instructions or other communications or documents

to be given or made hereunder by any Party to the other Parties shall be in writing and shall be deemed to have been duly given when (a) served

by personal delivery or by an internationally recognized overnight courier service upon the Party or Parties for whom it is intended,

(b) delivered by registered or certified mail, return receipt requested or (c) sent by e-mail (to the extent that no “bounce

back” or similar message indicating non-delivery is received with respect thereto); provided that the transmission of the

email is promptly confirmed by telephone or response email:

If to the Stockholder:

Nippon Life Insurance Company

1-6-6 Marunouchi, Chiyoda-ku

Tokyo, Japan 100-8288

Attention: Kohei Sano

E-mail: [***]

With a copy (which shall not constitute

notice) to:

Latham & Watkins Gaikokuho Joint Enterprise

Marunouchi Building, 32nd Floor

2-4-1 Marunouchi, Chiyoda-ku

Tokyo, Japan 100-6332

Attention: Hiroaki Takagi

Yohei Nakagawa

Email: hiroaki.takagi@lw.com

yohei.nakagawa@lw.com

and

Latham & Watkins LLP

330 North Wabash, Suite 2800

Chicago, IL 60611

Attention: Bradley Faris

Email: bradley.faris@lw.com

If to Equitable:

Equitable Holdings, Inc.

1345 Avenue of the Americas

New York, NY 10105

Attention: Mark Pearson

Kurt Meyers

E-mail: [***]

[***]

With a copy (which shall not constitute

notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Attention: Andrew D. Krause

Adam M. Givertz

Scott A. Barshay

E-mail: akrause@paulweiss.com

agivertz@paulweiss.com

sbarshay@paulweiss.com

If to Corebridge:

Corebridge Financial, Inc.

30 Hudson Street, 17th Floor

Jersey City, NJ 07302

Attention: Marc Costantini

Polly N. Klane

E-mail: [***]

[***]

With a copy (which shall not constitute

notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

Attention: Todd E. Freed

Patrick J. Lewis

Elena M. Coyle

Email: todd.freed@skadden.com

patrick.lewis@skadden.com

elena.coyle@skadden.com

or to such other Person or addressees as has

been designated in writing by the party to receive such notice provided above.

7.7

Certain Definitions. Capitalized terms used but not otherwise defined herein shall have

the respective meanings ascribed to such terms in the Merger Agreement. For purposes of this Agreement, the following terms (including,

with correlative meaning, their singular and plural variations) shall have the following meanings:

“CFIUS”

means the Committee on Foreign Investment in the United States and each member agency thereof acting in such capacity.

“CFIUS Approval”

means:

(a)

the 45-day CFIUS Notice review period under the DPA shall have expired and the Parties shall have

received notice from CFIUS that such review has been concluded and that either the transactions contemplated hereby do not constitute

a “covered transaction” under the DPA or there are no unresolved national security concerns, and all action under the DPA

is concluded with respect to the transactions contemplated by the Merger Agreement;

(b)

an investigation shall have been commenced after such 45-day CFIUS Notice review period and CFIUS

shall have determined to conclude all action under the DPA without sending a report to the President of the United States, and the Parties

shall have received notice from CFIUS that there are no unresolved national security concerns, and all action under the DPA is concluded

with respect to the transactions contemplated by the Merger Agreement; or

(c)

CFIUS shall have sent a report to the President of the United States requesting the President’s

decision and either (i) the President shall have announced a decision not to take any action to suspend, prohibit or place any limitations

on the transactions contemplated by the Merger Agreement, (ii) the President has not taken any such action within 15 days from the

date the President received the report from CFIUS or (iii) the time permitted by law for such action shall have lapsed.

“Covered Stock”

means the number of Corebridge Stock that the Stockholder owns of record and/or beneficially (within the meaning of Rule 13d-3 under

the Exchange Act) on the record date of the Corebridge Stockholders Meeting and that the Stockholder has the right and ability to vote

(or to direct the vote of) on the Covered Proposals on the record date of the Corebridge Stockholders Meeting; provided that, the

Stockholder agrees that (a) all Owned Stock and (b) all Corebridge Stock that the Stockholder purchases, acquires the right to vote, or

otherwise acquires beneficial ownership of after the execution and delivery of this Agreement and until the termination of Article I

pursuant to Section 6.1 or Section 6.2 shall be subject to the terms and conditions of this Agreement and shall

constitute Covered Stock for all purposes of this Agreement.

7.8

Entire Agreement. This Agreement (including any schedules hereto), the Merger Agreement,

the Equitable Disclosure Letter, the Corebridge Disclosure Letter and the Confidentiality Agreement constitute the entire agreement among

the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous agreements, negotiations,

understandings and representations and warranties, whether oral or written, with respect to such matters, except for the Confidentiality

Agreement, which shall remain in full force and effect until the Closing.

7.9

Third-Party Beneficiaries. Each Party agrees that (a) their respective representations,

warranties, covenants and agreements set forth herein are solely for the benefit of the other Parties, in accordance with and subject

to the terms of this Agreement, and (b) this Agreement is not intended to, and does not, confer upon any Person other than the Parties,

any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

7.10

Non-Parties. Unless expressly agreed to otherwise by the Parties in writing, this

Agreement may only be enforced against, and any Proceeding in connection with, arising out of or otherwise resulting from this Agreement,

any instrument or other document delivered pursuant to this Agreement or the transactions contemplated hereby may only be brought against

a Party and then only with respect to the specific obligations set forth herein with respect to such Party. No past, present or future

director, Employee (including any officer), incorporator, manager, member, partner, stockholder, other equity holder or Persons in a similar

capacity, controlling person, Affiliate or other Representative of any Party or of any Affiliate of any Party, or any of their respective

successors, Representatives and permitted assigns, shall have any liability or other obligation for any obligation of any Party under

this Agreement or for any Proceeding in connection with, arising out of or otherwise resulting from this Agreement, any instrument or

other document delivered pursuant to this Agreement or the transactions contemplated hereby.

7.11

Severability. The provisions of this Agreement shall be deemed severable and the

illegality, invalidity or unenforceability of any provision shall not affect the legality, validity or enforceability of the other provisions

of this Agreement. If any provision of this Agreement, or the application of such provision to any Person or any circumstance, is illegal,

invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, insofar as

may be legal, valid and enforceable, the intent and purpose of such illegal, invalid or unenforceable provision, and (b) the remainder

of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such illegality, invalidity

or unenforceability, nor shall such illegality, invalidity or unenforceability affect the legality, validity or enforceability of such

provision, or the application of such provision, in any other jurisdiction.

7.12

Interpretation.

(a)

The headings herein are for convenience of reference only, do not constitute part of this Agreement

and shall not be deemed to limit or otherwise affect any of the provisions hereof. All article, section, subsection and schedule references

used in this Agreement are to articles, sections, subsections and schedules to this Agreement unless otherwise specified. The exhibits,

schedules and annexes attached to this Agreement constitute a part of this Agreement and are incorporated herein for all purposes.

(b)

If a term is defined as one part of speech (such as a noun), it shall have a corresponding meaning

when used as another part of speech (such as a verb). Unless the context of this Agreement clearly requires otherwise, words importing

the masculine gender shall include the feminine and neutral genders and vice versa. The words “includes” or “including”

shall mean “including without limitation,” the words “hereof,” “hereby,” “herein,” “hereunder”

and similar terms in this Agreement shall refer to this Agreement as a whole and not any particular section or article in which such words

appear. Any reference to a Law shall include any rules and regulations

promulgated thereunder and shall mean such Law

as amended, modified, codified, reenacted, supplemented or superseded in whole or in part, and in effect from time to time, except that,

for purposes of any representations and warranties in this Agreement that are made as a specific date, references to any specific Law

will be deemed to refer to such Law (and all rules and regulations promulgated thereunder) as of such date.

(c)

All references to any Contract, other agreement, document or instrument (excluding this Agreement)

mean such Contract, other agreement, document or instrument as amended or otherwise modified from time to time in accordance with the

terms thereof and, unless otherwise specified therein, include all schedules, annexes, addendums, exhibits and any other documents attached

thereto or incorporated therein by reference.

(d)

Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless

Business Days are specified. Whenever any action must be taken hereunder on or by a day that is not a Business Day, then such action may

be validly taken on or by the next day that is a Business Day.

(e)

The Parties have participated jointly in negotiating and drafting this Agreement. In the event

that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties,

and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this

Agreement.

7.13

Successors and Assigns. This Agreement shall be binding upon and inure to the benefit

of the Parties and their respective successors, legal representatives and permitted assigns. No Party may assign any of its rights or

delegate any of its obligations under this Agreement, in whole or in part, by operation of Law or otherwise, directly or indirectly, without

the prior written consent of the other Parties.

7.14

Expenses.

(a)

Subject to Section 2.1(e), Corebridge shall reimburse, or cause to be reimbursed all third-party reasonable and documented

out-of-pocket costs and expenses incurred by the Stockholder in connection with this Agreement, the Transaction and the transactions contemplated

by this Agreement, including the reasonable and documented fees, disbursements and expenses of the Stockholder’s legal counsel,

and any filing fees incident to this Agreement; provided, that the Stockholder has provided Corebridge with reasonable supporting detail

with respect to such amounts.

(b)

Except as otherwise provided herein (including pursuant to Section 2.1(e) and clause (a) of this Section 7.14 above),

all costs and expenses incurred in connection with this Agreement, the Transaction and the transactions contemplated by this Agreement

shall be paid by the Party incurring such cost, fee or expense.

7.15

Fiduciary Duties. Nothing in this Agreement shall in any way impede or prevent any

Representative of the Stockholder that is a member of the board of directors of Corebridge from exercising or performing his duties or

taking any action in his capacity as a director of Corebridge, including complying with or exercising his fiduciary duties to Corebridge

and its

stockholders, and any action taken in such

capacity or any such inaction shall not constitute a breach of this Agreement.

7.16

Controlling Language of this Agreement. This Agreement has been negotiated and executed

in the English language, and this English language execution version shall govern in all respects and prevail over any translation of

the same, including for the purposes of enforcing this Agreement in any court or other tribunal.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have caused

this Agreement to be duly executed and delivered on the date and year first above written.

Equitable Holdings, Inc.

By:

/s/ Kurt Meyers

Name:

Kurt Meyers

Title:

Chief Legal Officer, Secretary

[Signature Page to Voting and Support Agreement]

Corebridge Financial, Inc.

By:

/s/ Polly Klane

Name:

Polly Klane

Title:

Executive Vice President and General Counsel

[Signature Page to Voting and Support Agreement]

Nippon Life Insurance Company

By:

/s/ Tomohiro Yao

Name:

Tomohiro Yao

Title:

Managing Executive Officer

[Signature Page to Voting and Support Agreement]

Schedule A

Common Stock

Name

Owned Stock

Nippon Life Insurance Company

Common Stock: 121,992,454

Schedule B

STOCKHOLDER’S AGREEMENT

BY AND BETWEEN

EQUITABLE HOLDINGS, INC.

AND

NIPPON LIFE INSURANCE COMPANY

DATED AS OF [●], 202[●]

TABLE OF CONTENTS

Page

Article I

INTRODUCTORY MATTERS

Section 1.1 Defined Terms

Section 1.2 Construction

Section 1.3 Termination of Corebridge Stockholder’s Agreement

Article II

CORPORATE GOVERNANCE MATTERS

Section 2.1 Composition of the Board

Section 2.2 Committees

Section 2.3 Board Observer

Section 2.4 Matters Requiring Certain Approval

Article III

ADDITIONAL COVENANTS

Section 3.1 Standstill; Cooperation and Notice

Section 3.2 Information and Access Rights

Section 3.3 Cooperation

Section 3.4 Corporate Opportunities

Section 3.5 Secondment Rights

Section 3.6 Certain Board Approvals

Article IV

REPRESENTATIONS AND WARRANTIES

Section 4.1 Representations and Warranties of the Company

Section 4.2 Representations and Warranties of NLI

Section 4.3 No Other Representations or Warranties

Article V

GENERAL PROVISIONS

Section 5.1 Termination

Section 5.2 Notices

Section 5.3 Amendment; Waiver

Section 5.4 Further Assurances

Section 5.5 Assignment

Section 5.6 Third Parties

Section 5.7 Governing Law

Section 5.8 Jurisdiction

Section 5.9 Specific Performance

Section 5.10 Entire Agreement

Section 5.11 Severability

Section 5.12 Table of Contents, Headings and Captions

Section 5.13 Counterparts

Section 5.14 No Recourse

Schedules

Schedule A NLI Competitors

Schedule B Joinder to the Stockholder’s

Agreement

Schedule C Confidentiality Agreement

STOCKHOLDER’S AGREEMENT

This Stockholder’s

Agreement dated as of [●], 202[●], by and between Equitable Holdings, Inc., a Delaware corporation formerly known as Mountain

Holding, Inc. (the “Company”), and Nippon Life Insurance Company, a mutual

company (sougogaisha) organized under the laws of Japan (“NLI”).

BACKGROUND

WHEREAS, NLI, American International

Group, Inc. (“AIG”) and Corebridge Financial, Inc. (“Corebridge”)

entered into that certain Stock Purchase Agreement, dated as of May 16, 2024 (the “Stock

Purchase Agreement”), pursuant to which, among other things, NLI agreed to purchase from AIG, and AIG agreed to sell

to NLI, shares of Corebridge common stock, subject to the terms and conditions set forth in the Stock Purchase Agreement;

WHEREAS, in connection with

the Stock Purchase Agreement, NLI and Corebridge entered into that certain Stockholder’s Agreement, dated as of December 9,

2024 (the “Corebridge Stockholder’s Agreement”);

WHEREAS, concurrently with

the execution of the Corebridge Stockholder’s Agreement, NLI entered into that certain Registration Rights Assignment Agreement

providing for the assignment of AIG’s registration rights with respect to the Shares (as defined in the Stock Purchase Agreement)

to NLI;

WHEREAS, Mountain Holding,

Inc., Corebridge, Equitable Holdings, Inc., Marcy Holding, Inc. and Palisade Holding, Inc. entered into that certain Agreement and Plan

of Merger, dated March 26, 2026 (the “Merger Agreement”), pursuant to which, among other things, at the closing

of the transactions set forth therein, Mountain Holding, Inc. will change its name to “Equitable Holdings, Inc.” and NLI (or

certain of its Affiliates) will receive shares of Common Stock, subject to the terms and conditions set forth in the Merger Agreement;

WHEREAS, Corebridge and NLI

acknowledge that the Corebridge Stockholder’s Agreement shall automatically terminate on the date hereof in accordance with its

terms; and

WHEREAS, in connection with

the transactions contemplated by the Merger Agreement, the Company and NLI wish to set forth certain understandings between such parties,

including with respect to certain governance matters.

NOW, THEREFORE, in consideration

of the foregoing, and the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

Article I

INTRODUCTORY MATTERS

Section 1.1

Defined Terms. In addition to the terms defined elsewhere herein, the following terms

have the following meanings when used herein with initial capital letters:

“Additional

Acquisition” means any acquisition by NLI or its Controlled Affiliates of any economic interest in, any right to direct

the voting or disposition of, or any other right with respect to, any securities (including Common Stock) of the Company following the

Closing that (a) would result in the NLI Parties having a Share Ownership Percentage of 25% or more or (b) would, together with

any other arrangements between the Company and the NLI Parties (including this Agreement), result in an ability of the NLI Parties to

designate or otherwise determine 25% or more of the Total Number of Directors at any time following the Closing.

“Additional

Acquisition Notice” has the meaning set forth in Section 3.1(c)(i).

“Affiliate”

means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such

Person. As used in this definition, the term “control” (including the terms “controlled by” and “under common

control with”) means the power to direct the management or policies of a Person, directly or indirectly, through the ownership of

voting securities, by contract or otherwise; provided that no party to this Agreement shall be considered an Affiliate of any other

party to this Agreement for the purposes of this Agreement.

“Agreement”

means this Stockholder’s Agreement, as the same may be amended, supplemented, restated or otherwise modified from time to time in

accordance with the terms hereof.

“AIG”

has the meaning set forth in the Recitals.

“Applicable

Law” means, with respect to any Person, any federal, state, provincial, local or foreign law (statutory, common or otherwise),

constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling, writ, stipulation or

other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such

Person, as amended unless expressly specified otherwise.

“Audit

Committee” means the Audit Committee of the Board.

“Beneficially

Own” (including its correlative meanings, “Beneficial Owner”

and “Beneficial Ownership”) has the meaning set forth in Rule 13d-3

promulgated under the Exchange Act.

“Board”

means the board of directors of the Company.

“Board

Materials” has the meaning set forth in Section 2.3(a).

“Board

Observer” has the meaning set forth in Section 2.3.

“Business

Day” means a day other than a Saturday, Sunday, holiday or other day on which commercial banks in New York, New York,

or Tokyo, Japan are authorized or required by Applicable Law to close.

“Cause

Event” means, with respect to any Secondee:

(a)

the Secondee’s:

(i)

conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea),

in a criminal proceeding:

(A)

on a misdemeanor charge involving fraud, false statements or misleading omissions, wrongful taking,

embezzlement, bribery, forgery, counterfeiting or extortion;

(B)

on a felony charge; or

(C)

on an equivalent charge to those in clauses (i) and (ii) in jurisdictions which

do not use those designations;

(ii)

engagement in any conduct which constitutes an employment disqualification under applicable law

(including statutory disqualification as defined under the Exchange Act);

(iii)

violation of any securities or commodities laws, any rules or regulations issued pursuant to such

laws, or the rules and regulations of any securities or commodities exchange or association of which the Company or any of its subsidiaries

is a member; or

(iv)

material uncured (to the extent curable) violation of the Company’s codes of conduct or any

other Company policy as in effect from time to time; or

(b)

any determination or finding that the Secondee is untrustworthy by any Governmental Authority.

“Closing”

has the meaning set forth in the Merger Agreement.

“Common

Stock” means the shares of common stock, $0.01 par value per share, of the Company, and any other capital stock of the

Company into which such common stock is reclassified or reconstituted and any other common stock of the Company.

“Company”

has the meaning set forth in the Preamble.

“Company

Charter” means the Amended and Restated Certificate of Incorporation of the Company, as amended.

“Compensation

Committee” means the Compensation Committee of the Board.

“Confidentiality

Agreement” has the meaning set forth in Section 2.1(k)(i).

“Controlled

Affiliate” means, with respect to NLI, any Affiliate of NLI that is controlled by NLI, including any direct or indirect

Subsidiary of NLI.

“Corebridge”

has the meaning set forth in the Recitals.

“Corebridge Stockholder’s

Agreement” has the meaning set forth in the Recitals.

“Designation

Right” has the meaning set forth in Section 2.1(a).

“Director”

means any director serving on the Board.

“Equity

Securities” means any and all:

(a)

shares, interests, participations or other equivalents (however designated) of capital stock or

other Voting Securities of a corporation, and

any and all equivalent or

analogous ownership (or profit) or voting interests in a Person (other than a corporation);

(b)

securities convertible into or exchangeable for shares, interests, participations or other equivalents

(however designated) of capital stock or Voting Securities of (or other ownership or profit or voting interests in) such Person; and

(c)

any and all warrants, rights or options to purchase any of the foregoing, whether voting or nonvoting,

and, in each case, whether or not such shares, interests, participations, equivalents, securities, warrants, options, rights or other

interests are authorized or otherwise existing on any date of determination.

“Exchange”

shall mean the New York Stock Exchange or any other national securities exchange on which the Common Stock is listed.

“Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, as

the same may be amended from time to time.

“Exempt

Transfer” means a Transfer pursuant to any merger, business combination, tender offer business consolidation, recapitalization

or exchange offer or similar transaction involving shares of Common Stock whereby the stockholders of the Company (together with their

Affiliates) as of immediately prior to such transaction do not own at least 50% of the outstanding Common Stock of the Company immediately

following such transaction, in each case, that has been approved by and recommended by the board of directors of the Company.

“FINRA”

means the Financial Industry Regulatory Authority, Inc.

“Governmental

Authority” means any nation, government, or supra-national body of competent jurisdiction, any state or other political

subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining

to government, and any arbitrator or arbitral body or panel of competent jurisdiction or other entity with quasi-governmental authority.

“Identified Person”

has the meaning set forth in Section 3.4(a).

“Initial Period”

has the meaning set forth in Section 2.1(a)(i).

“Merger Agreement”

has the meaning set forth in the Recitals.

“Necessary

Action” means, with respect to the Company and any specified result, actions within its and its Subsidiaries’ reasonable

control (to the extent such actions are permitted by Applicable Law and would not cause a violation of the Company’s organizational

documents or this Agreement and to the extent such actions are required to achieve such specified result) as commercially reasonable and

practicable to achieve such result, including executing agreements, consents, waivers and other instruments and not knowingly causing

or encouraging any Person to agree to or take any action which is reasonably likely to have the effect of impairing the occurrence of

such result.

“NLI”

has the meaning set forth in the Preamble.

“NLI

Competitor” means the Persons set forth on Schedule A or any Subsidiary or successor by operation of law

of such Persons.

“NLI

Designee” has the meaning set forth in Section 2.1(c)(ii).

“NLI

Parties” means:

(a)

NLI;

(b)

any Affiliates of NLI; and

(c)

any NLI Permitted Transferees that become a party to this Agreement by executing a joinder agreement

substantially in the form attached as Schedule B to this Agreement.

“NLI

Permitted Transferee” means a Person who receives Common Stock via a Permitted Transfer in accordance with this Agreement.

“Nominating

and Governance Committee” means the nominating and corporate governance committee of the Board, or another committee

performing the functions of nominating or selecting Persons for election or appointment to the Board.

“Non-Employee Directors”

has the meaning set forth in Section 3.4(a).

“Permitted

Transfer” means a Transfer:

(a)

that has been approved in advance by a majority of the disinterested members of the Board or a

duly authorized committee thereof; or

(b)

to or among NLI and its Affiliates.

“Person”

means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint

venture, a cooperative, an unincorporated organization, or other form of business organization, whether or not regarded as a legal entity

under Applicable Law, or any Governmental Authority or any department, agency or political subdivision thereof.

“Representatives”

mean, with respect to any party, such party’s directors, officers, employees, Affiliates, subsidiaries, advisors (including, without

limitation, financial advisors, attorneys, accountants, actuaries and consultants) and agents.

“Required

Authorizations” means all material authorizations, consents, approvals, non-disapprovals or non-objections of, or filings,

declarations or registrations with, or notifications to, (i) a Governmental Authority, (ii) the board of directors or shareholders

of a Company fund registered as an “investment company” under the Investment Company Act of 1940, as amended, or (iii) advisory

clients of any Affiliate of the Company that is an investment adviser registered under the Investment Advisers Act of 1940, as amended,

in each case, reasonably necessary, proper or advisable pursuant to Applicable Law in connection with the consummation of an Additional

Acquisition.

“Secondee”

has the meaning set forth in Section 3.5.

“Secondment

Agreement” has the meaning set forth in Section 3.5.

“Securities

Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder, as the same

may be amended from time to time.

“Share

Ownership Percentage” means, as of any applicable date hereunder, and with respect to any Person, a percentage equal

to the quotient of:

(a)

the total number of shares of Common Stock Beneficially Owned by such Person, divided by

(b)

the total number of issued and outstanding shares of Common Stock.

“Stock

Purchase Agreement” has the meaning set forth in the Recitals.

“Subsidiary”

means, with respect to any Person, any entity of which securities or other ownership interests having ordinary voting power to elect a

majority of the board of directors or other Persons performing similar functions are at any time directly or indirectly owned by such

Person.

“Sunset

Date” has the meaning set forth in Section 2.1(a).

“Total

Number of Directors” means the total number of authorized Directors comprising the entire Board.

“Transfer”

(including its correlative meaning, “Transferred”) shall mean, with respect

to any Equity Security, directly or indirectly, by operation of Applicable Law, contract or otherwise,

to sell, contract to sell, give, assign, hypothecate,

pledge, encumber, grant a security interest in, offer, sell any option or contract to purchase, purchase any option or contract to sell,

grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any economic, voting or other rights in or to

such Equity Security. When used as a noun, “Transfer” shall have such correlative meaning as the context may require.

“Voting

Securities” means shares of Common Stock and any other securities of the Company entitled to vote generally in the election

of Directors.

Section 1.2

Construction.

(a)

The words “hereof”, “herein” and “hereunder” and words of like

import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(b)

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

(c)

The captions herein are included for convenience of reference only and shall be ignored in the

construction or interpretation hereof.

(d)

References to Articles, Sections, Exhibits, Annexes and Schedules are to Articles, Sections, Exhibits,

Annexes and Schedules of this Agreement unless otherwise specified.

(e)

All Exhibits, Annexes and Schedules annexed hereto or referred to herein are hereby incorporated

in and made a part of this Agreement as if set forth in full herein.

(f)

Any capitalized terms used in any Exhibit, Annex or Schedule or in any certificate or other document

made or delivered pursuant hereto but not otherwise defined therein, shall have the meaning as defined in this Agreement.

(g)

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

the singular.

(h)

As context requires, any masculine gender shall include the feminine and neuter genders; any feminine

gender shall include the masculine and neuter genders; and any neuter gender shall include masculine and feminine genders.

(i)

Whenever the words “include”, “includes” or “including” are

used in this Agreement, they shall be deemed to be followed by the words “without limitation”, whether or not they are in

fact followed by those words or words of like import.

(j)

“Writing”, “written” and comparable terms refer to printing, typing and

other means of reproducing words (including electronic media) in a visible form.

(k)

References to any statute shall be deemed to refer to such statute as amended from time to time

and to any rules or regulations promulgated thereunder.

(l)

References to any agreement or contract are to that agreement or contract as amended, modified

or supplemented from time to time in accordance with the terms hereof and thereof.

(m)

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

(n)

References from or through any date mean, unless otherwise specified, from and including or through

and including, respectively.

(o)

References to “law”, “laws” or to a particular statute or law shall be

deemed also to include any Applicable Law.

(p)

The symbol “$” refers to United States Dollars, the lawful currency of the United States

of America.

(q)

The word “extent” in the phrase “to the extent” means the degree to which

a subject or other thing extends and such phrase shall not mean simply “if.”

(r)

References to “day” shall mean a calendar day unless otherwise indicated as a “Business

Day.”

(s)

Each party has participated in the drafting of this Agreement, which each party acknowledges is

the result of extensive negotiations between the parties. If an ambiguity or question of intent or interpretation arises, this Agreement

shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any

party by virtue of the authorship of any provision.

Section 1.3

Termination of Corebridge Stockholder’s Agreement(a).

Each of Corebridge and NLI acknowledges and agrees that the Corebridge Stockholder’s Agreement is hereby terminated and shall hereafter

be of no force and effect.

Article II

CORPORATE GOVERNANCE MATTERS

Section 2.1

Composition of the Board.

(a)

Subject to the terms and conditions of this Article II, from and after the Closing,

until the date that the Share Ownership Percentage of the NLI Parties is less than 5% (the “Sunset

Date”), NLI shall have the right (but not the obligation) to designate (and the individuals nominated for election as

Directors by or at the direction of the Board or a duly authorized committee thereof shall include):

(i)

for a period of six (6) months following the Closing (the “Initial Period”),

two individuals to serve as Directors; and

(ii)

following the Initial Period, a number of individuals to serve as Directors equal to the product

of the Total Number of Directors multiplied by the Share

Ownership Percentage of the NLI Parties,

with such number of Directors rounded down to the nearest whole number (the “Designation

Right”).

(b)

In the event that the Board determines in good faith, after consultation with outside counsel,

that the nomination of any such individual designated by NLI would be inconsistent with the Board’s fiduciary duty under Applicable

Law or with the rules and regulations of the Exchange, NLI shall have the right (but not the obligation) to designate any other individual

that would not result in such determination.

(c)

If at any time NLI has designated fewer than the total number of individuals that NLI is then entitled

to designate pursuant to Section 2.1(a), NLI shall have the right (but not the obligation) to designate such number of additional

individuals that NLI is entitled to so designate, in which case, any individuals nominated by or at the direction of the Board or any

duly authorized committee thereof for election as Directors to fill any vacancy or newly created directorships on the Board shall include

such designees, and the Company shall, unless the Board determines in good faith, after consultation with outside counsel, that such recommendation,

support, or other action would be inconsistent with the Board’s fiduciary duty under Applicable Law, take all Necessary Action to:

(i)

effect the election or appointment of such additional designees, whether by increasing the size

of the Board or otherwise; and

(ii)

cause the election or appointment of such additional designees to fill any such newly created vacancies

or to fill any other existing vacancies.

Each such individual whom NLI shall actually

designate pursuant to this Section 2.1 and who qualifies to serve and is thereafter elected or appointed as a Director shall

be referred to herein as a “NLI Designee”.

(d)

If at any time the number of NLI Designees is greater than permitted by NLI’s Share Ownership

Percentage pursuant to Section 2.1(a), NLI shall cause one or more of its NLI Designees to resign from the Board within 60

days of (i) the end of the Initial Period in the case of Section 2.1(a)(i) or (ii) the date on which its Share Ownership

Percentage decreased below the level necessary to maintain such NLI Designees in the case of Section 2.1(a)(ii).

(e)

Each of the NLI Designees shall be entitled to receive compensation as Directors from the Company,

but only if he/she (i) is not an employee of NLI or otherwise compensated by NLI in connection with his/her position as NLI Designee

and (ii) is determined by the Board to be independent under Applicable Law and the rules and regulations of the Exchange.

(f)

The Company may terminate the Designation Right by written notice to NLI within 30 Business Days

if (i) the parties to this Agreement agree in writing to terminate the Designation Right, (ii) the exercise of the Designation

Right by NLI or participation by the NLI Designee on the Board is prohibited by Applicable Law or (iii) NLI commits a willful and

material breach of this Agreement, which willful and material breach is not cured within 60 days after NLI’s receipt of a written

notice in respect thereof from the Company; provided that prior to any termination of the Designation Right pursuant to this Section 2.1(f),

an executive

officer of the Company shall discuss such termination

of the Designation Right with an executive officer of NLI and consider in good faith whether there are available alternatives or remedies

to avoid terminating the Designation Right.

(g)

In the event that a vacancy is created at any time by the death, disability, retirement, removal

or resignation of any NLI Designee, any individual nominated or appointed by or at the direction of the Board or any duly authorized committee

thereof to fill such vacancy shall be a new designee of NLI, and the Company and the Board shall take, to the fullest extent permitted

by Applicable Law and the rules and regulations of the Exchange, at any time and from time to time, all Necessary Action to cause such

vacancy to be filled by such designee of NLI, as promptly as practicable following such designation, unless the Board determines in good

faith, after consultation with outside counsel, that such determination to fill such vacancy would be inconsistent with the Board’s

fiduciary duty under Applicable Law.

(h)

The Company and the Board shall take, to the fullest extent permitted by Applicable Law and the

rules and regulations of the Exchange, all Necessary Action to cause the individuals designated by NLI pursuant to the Designation Right

to be appointed to the Board immediately after the Closing; provided that if the Board determines in good faith, after consultation

with outside counsel, that the appointment of any such designee would be inconsistent with the Board’s fiduciary duty under Applicable

Law or with the rules and regulations of the Exchange, the Board shall not be required to appoint such designee but NLI shall have the

right (but not the obligation) to designate any other individual that would not result in such determination.

(i)

For any designation pursuant to this Section 2.1 that occurs in connection with an

election of Directors by the stockholders of the Company, NLI shall identify its designees by written notice to the Company no less than

120 days prior to the date of the meeting of stockholders of the Company called for the purpose of electing Directors and such NLI Designees

shall complete a customary director and officer questionnaire, in the same form provided to all other Directors, by the date required

of all other Directors. The Company shall, to the fullest extent permitted by Applicable Law and the rules and regulations of the Exchange,

include such individual in the slate of nominees recommended by the Board at any meeting of stockholders called for the purpose of electing

Directors, and use its commercially reasonable efforts to cause the election of such individual to the Board, including recommending such

individual’s election, soliciting proxies or consents in favor thereof, in each case, unless the Board determines in good faith,

after consultation with outside counsel, that such recommendation and support would be inconsistent with the Board’s fiduciary duty

under Applicable Law. To the fullest extent permitted by Applicable Law, each NLI Designee shall be required to recuse himself or herself

from the deliberations and vote on any matter on which NLI or such NLI Designee has a material conflict of interest or as otherwise required

by Applicable Law or the rules and regulations of the Exchange, as determined after consultation with NLI and upon the advice of outside

counsel to the Company or the Board.

(j)

The NLI Designee shall be entitled to indemnification, advancement of expenses and exculpation

from the Company and to be insured under the director and officer insurance policy of the Company, to the same extent as the other members

of the Board (in their capacities as Directors) pursuant to the Company Charter and bylaws of the Company.

(k)

As a condition to the Company’s obligations under this Section 2.1 with respect

to persons designated for nomination, appointment, or election by NLI, each NLI Designee will agree in writing:

(i)

during the term of any service as a Director to comply with all policies, procedures, processes,

codes, rules, standards and guidelines applicable to all non-employee members of the Company, including, without limitation, the Company’s

code of conduct, insider trading policy, Regulation FD policy, related person transactions policy and corporate governance guidelines,

in each case as previously approved by the Board and as amended from time to time; and

(ii)

to keep confidential and not publicly disclose discussions and matters considered in meetings of

the Board and its committees or other confidential information of the Company that the NLI Designee receives from the Company, in accordance

with and subject to the terms of a confidentiality agreement in the form attached hereto as Schedule C (the “Confidentiality

Agreement”).

The Confidentiality Agreement shall be executed

by NLI, the Company and the applicable NLI Designees and delivered concurrently with the Closing.

Section 2.2

Committees.

(a)

Subject to Sections 2.2(b) and 2.2(c), for so long as a NLI Designee is serving

as a Director on the Board, at least one NLI Designee shall be entitled to serve on each of:

(i)

the Compensation Committee; and

(ii)

the Nominating and Governance Committee,

in each case, as a full member with the same

voting and other privileges as other members of such committee, but in each case (A) only to the extent that such NLI Designee elects

to serve on such committee and subject to such NLI Designee meeting the applicable eligibility requirements for membership on such committee

mandated by Applicable Law the rules of the Exchange and the charter of such committee, and (B) unless the Board determines in good

faith, after consultation with outside counsel, that the appointment of any such individual designated by NLI to the particular committee

would be inconsistent with the Board’s fiduciary duty under Applicable Law.

(b)

To the extent prohibited under Applicable Law or the rules and regulations of the Exchange, no

NLI Designee shall be entitled to serve on the Compensation Committee or the Nominating and Governance Committee unless and until the

Board has determined, acting in good faith, based on its review of the information provided by such NLI Designees, which information must

be provided within 10 (ten) Business Days of the Company’s reasonable request made in writing, and such other reasonable inquires

as the Company deems necessary or appropriate, that the NLI Designees are independent under Applicable Law and the rules and regulations

of the Exchange.

(c)

The committee(s) on which any NLI Designee serves shall be determined by the Nominating and Governance

Committee, after consultation with NLI and the NLI Designees.

Section 2.3

Board Observer.

(a)

In addition to the rights set forth in Section 2.1 and Section 2.2, prior

to the Sunset Date, NLI shall also have the right to appoint one representative, which shall not be a Secondee (the “Board

Observer”), to attend each meeting of the Board and each meeting of any committee on which a NLI Designee serves, whether

such meeting is conducted in person or by teleconference or video conference; provided that, without the prior approval of the

chairman of the Board or the applicable chairman of the committee thereof, the Board Observer shall not be permitted to attend, or receive

any Board Materials related to, drafted for or presented at, any executive sessions of the Board or any committee of the Board on which

a NLI Designee is not serving; provided, further, that, once during any 12-month period, in the event that a Board

Observer is unable to attend a meeting of the Board or any committee on which a NLI Designee serves due to illness, injury, or other extraordinary

circumstances, NLI may designate, with three business days advance written notice, an alternative Person to attend such meeting on behalf

of the Board Observer, which Person shall not be a Secondee. The Company shall (a) provide to such Board Observer all communications

and materials that are provided by the Company or the Company’s Representatives to the members of the Board generally, at the same

time and in the same manner that such communications and materials are provided to such other Board members, including all notices, Board

packages, reports, presentations, minutes and consents (the “Board Materials”)

and (b) not unreasonably prevent the Board Observer from observing, or delay the arrangement for observation of, such meetings; provided,

however, that if the Company reasonably determines that the exclusion of the Board Observer from any portion of a meeting of the

Board or omission of any portion of the Board Materials is necessary to preserve the Company’s attorney-client privilege or as a

result of material conflict of interest of such Board Observer (such determination to be based on the advice of counsel to the Company),

then the Company will have the right to exclude the Board Observer from such portions of meetings of the Board or the committees thereof

in which such information is discussed, and omit to provide the Board Observer with such information.

(b)

As a condition to the Company’s obligations under Section 2.3(a) with respect

to a person designated to act as a Board Observer, each Board Observer will agree in writing:

(i)

during the term of any service as a Board Observer to comply with all policies, procedures, processes,

codes, rules, standards and guidelines applicable to all non-employee members of the Company, including, without limitation, the Company’s

code of conduct, insider trading policy, Regulation FD policy, related person transactions policy and corporate governance guidelines,

in each case as previously approved by the Board and as amended from time to time; and

(ii)

to keep confidential and not publicly disclose discussions and matters considered in meetings of

the Board and its committees or other confidential

information of the Company that the

Board Observer receives from the Company, in accordance with and subject to the terms of the Confidentiality Agreement.

Section 2.4

Matters Requiring Certain Approval.

(a)

Notwithstanding anything herein to the contrary, prior to the Sunset Date, the prior written consent

of NLI shall be required for the Company to take any of the following actions:

(i)

amend the certificate of incorporation, bylaws or any other organizational documents of the Company,

or the charter or other governing documents of any committee of the Board, in any manner that would materially and adversely affect NLI’s

enumerated rights under this Agreement; provided that any amendments required by Applicable Law or any Governmental Authority shall

not require the prior written consent of NLI;

(ii)

commence any voluntary dissolution, liquidation or winding up of the Company; provided that,

notwithstanding that NLI has refused to provide its written consent, if the Board determines in good faith, after consultation with outside

counsel, that not commencing voluntary dissolution, liquidation or winding up of the Company would be inconsistent with the Board’s

fiduciary duty under Applicable Law, it may commence voluntary dissolution, liquidation or winding up of the Company;

(iii)

other than in connection with an Exempt Transfer, commence any voluntary deregistration or voluntary

delisting of the Common Stock;

(iv)

issue any new Common Stock to any NLI Competitor; or

(v)

agree to take any of the foregoing actions.

(b)

If, within thirty (30) Business Days of receipt of a notice from the Company requesting written

consent pursuant to Section 2.4(a) of this Agreement, NLI has not provided its written consent or has not refused to provide

its consent, NLI shall be deemed to have consented to the action for which written consent has been requested by the Company.

Article III

ADDITIONAL COVENANTS

Section 3.1

Standstill; Cooperation and Notice.

(a)

Without the prior written approval of the Board, beginning on the date hereof and ending on the

Sunset Date, NLI shall not, and shall cause each of its Controlled Affiliates not to, directly or indirectly:

(i)

commence or propose to commence any tender or exchange offer for securities of the Company or any

of its Subsidiaries, enter into or propose to enter any merger, consolidation, business combination or acquisition or disposition of assets

of the Company or any of its Subsidiaries;

(ii)

nominate for election, or seek to elect, any individual as a Director of the Company, other than

as contemplated by Section 2.1 of this Agreement, for any such individual nominated by the Board or the applicable committee

thereof;

(iii)

propose any recapitalization, restructuring, liquidation, dissolution or other similar extraordinary

transaction with respect to the Company or any of its Subsidiaries;

(iv)

acquire or propose to acquire, or otherwise obtain any economic interest in, any right to direct

the voting or disposition of, or any other right with respect to, any securities (including Common Stock) of the Company that would result

in the NLI Parties having a Share Ownership Percentage of more than 30%;

(v)

form, join or in any way participate in a “partnership, limited partnership, syndicate, or

other group” (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act) for purposes of acquiring,

holding, voting or disposing of any securities of the Company;

(vi)

dispose of Common Stock in response to an unsolicited tender offer for securities of the Company

or other proposed business combination, except pursuant to an Exempt Transfer;

(vii)

take any action or make any proposal for additional representation on the Board, not otherwise

permitted under Section 2.1;

(viii)

take any action (including any public announcement or communication with or to the Company) that

would reasonably be expected to require the Company to make a public announcement regarding any of the types of matters set forth in this

Section 3.1; or

(ix)

act alone or in concert with any Person, including through entry into any agreements with any third

party, with respect to taking any of the actions set forth in the foregoing clauses (i) through (viii);

provided that, notwithstanding

the foregoing, nothing in this Section 3.1 shall restrict or prohibit:

(A)

any NLI Designee from taking any action, or refraining from taking any action, which he or she

determines is necessary or appropriate in light of his or her fiduciary duties as a Director;

(B)

compliance by NLI with, or the exercise by the NLI of any of its rights under, this Agreement;

(C)

any Exempt Transfer.

(b)

Notwithstanding anything to the contrary in this Section 3.1, on and after the date

hereof, no NLI Party shall be prohibited or restricted from initiating and engaging in

private discussions with the Company or the Board

in relation to, or making and submitting to the Company or the Board, non-public, confidential proposals regarding the matters addressed

by this Section 3.1 so long as such communications

would not, after consultation with external counsel to NLI, reasonably be expected to require NLI, the Company or any other Person to

make a public announcement regarding such proposal.

(c)

Notwithstanding anything to the contrary in this Section 3.1, in the event that NLI

or any of its Controlled Affiliates desires to pursue an Additional Acquisition:

(i)

NLI shall first deliver to the Company a written notice of its intention to pursue such Additional

Acquisition setting forth the intended purchaser(s) and the NLI Parties’ expected Share Ownership Percentage following the completion

of such Additional Acquisition (the “Additional Acquisition Notice”);

(ii)

Following the delivery of an Additional Acquisition Notice to the Company, each of the Company

and NLI shall use its respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all

things necessary under Applicable Law to obtain all Required Authorizations, including making all necessary, proper or advisable registrations,

filings and notices with, and taking all steps as may be necessary to obtain such Required Authorizations (including, but not limited

to, any such Required Authorizations from FINRA), to the extent not previously obtained and not in full force and effect at such time.

In furtherance of the foregoing, NLI and the Company shall consult with one another with respect to obtaining all Required Authorizations

not already obtained and in full force and effect at such time; and

(iii)

In no event shall any Additional Acquisition be consummated until such time as all Required Authorizations

with respect to such Additional Acquisition have been either obtained in form and substance reasonably satisfactory to the Company or

waived by the Company.

Section 3.2

Information and Access Rights.

(a)

Until the date that the Share Ownership Percentage of the NLI Parties is less than 10%, the Company

shall make the books and records of the Company available for inspection by the NLI Parties at the principal place of business of the

Company. The Company shall, and shall cause its Subsidiaries to afford the NLI Parties and their respective agents reasonable access,

during usual business hours, to the Company’s personnel, data and systems, in each case to the extent that such information, data

or access is required for NLI to meet its legal, financial or regulatory obligations or requirements (as determined by NLI in its reasonable

judgment).

(b)

NLI hereby acknowledges and agrees that, notwithstanding any other provision of this Agreement

to the contrary, NLI and its Affiliates shall be provided confidential information, which may constitute material nonpublic information,

pursuant to Section 3.2(a) in accordance with and subject to the terms of the Confidentiality Agreement, which such Confidentiality

Agreement shall be executed and delivered concurrently with the Closing. NLI acknowledges its awareness that United States securities

laws prohibit any person who has

received from an issuer material non-public information

from purchasing or selling securities of such issuer while in possession of any material nonpublic information, or from communicating

such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase

or sell securities. NLI agrees that it will not trade in the securities of the Company except in a manner that complies with applicable

securities laws.

(c)

Within a reasonable period after receipt of a written request from NLI, and unless prohibited by

Applicable Law, the Company shall deliver to NLI a duly executed statement, dated not more than thirty (30) days prior to the requested

date, in accordance with Treasury Regulations Section 1.897-2(h) certifying that the Company is not, and has not been, a “United

States real property holding corporation” for purposes of Sections 897 of the Code during the applicable period specified

in Section 897(c)(1)(A)(ii) of the Code, along with the notification to the Internal Revenue Service described in Treasury Regulation

Section 1.897-2(h)(2) regarding delivery of such statement, signed by a responsible corporate officer of the Company.

(d)

So long as this Agreement remains in effect, NLI shall make the books and records of the NLI Parties

available for inspection by the Company at the principal place of business of NLI to the extent that such inspection is required for the

Company to meet its legal, financial or regulatory obligations or requirements (as determined by the Company in its reasonable judgment).

NLI shall, and shall cause the NLI Parties to, afford the Company and its respective agents reasonable access, during usual business hours,

to the NLI Parties’ personnel, data and systems, in each case to the extent that such information, data or access is required for

the Company to meet its legal, financial or regulatory obligations or requirements (as determined by the Company in its reasonable judgment).

Section 3.3

Cooperation. Following the Closing, the Company and NLI shall, from time to time,

engage in good faith discussions between each party’s management team, as may be reasonably requested by the other party with respect

to potential collaborative opportunities.

Section 3.4

Corporate Opportunities.

(a)

In recognition and anticipation of the fact that (i) certain directors, principals, officers, employees

and/or other representatives of NLI and it respective Affiliates may serve as a director of the Company, (ii) NLI and its respective Affiliates

may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Company,

directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Company, directly

or indirectly, may engage or proposes to engage, and (iii) directors who are not employees of the Company or the subsidiaries of the Company

(such directors the “Non-Employee Directors”) and their respective Affiliates may now engage and may continue to engage

in the same or similar activities or related lines of business as those in which the Company, directly or indirectly, may engage and/or

other business activities that overlap with or compete with those in which the Company, directly or indirectly, may engage or proposes

to engage, the provisions of this Section 3.4 are set forth to regulate and define the conduct and certain affairs of the

Company with respect to certain classes or categories of business opportunities as they may involve NLI, the Non-Employee Directors or

their respective Affiliates, as applicable, and the powers, rights, duties and liabilities of the Company and its directors and

stockholders in connection therewith. The Company

hereby agrees that none of (A) NLI or any of its Affiliates or (B) the Non-Employee Directors or his or her Affiliates (the persons identified

in clauses (A) and (B) above being referred to, collectively, as “Identified Persons” and, individually, as an “Identified

Person”) shall, to the fullest extent permitted by (but otherwise subject to) applicable law, have any duty to refrain from,

directly or indirectly, (1) engaging in the same or similar business activities or lines of business in which the Company or any of its

Affiliates now engages or proposes to engage or (2) otherwise competing with the Company or any of its Affiliates, and, to the fullest

extent permitted by law, no Identified Person shall be liable to the Company or its stockholders or to any Affiliate of the Company for

breach of any fiduciary duty solely by reason of the fact that such Identified Person engages in any such activities. To the fullest extent

permitted by law, the Company hereby renounces any interest or expectancy in, or right to be offered an opportunity to participate in,

any business opportunity that may be a corporate opportunity for an Identified Person and the Company or any of its Affiliates, except

as provided in Section 3.4(b). Subject to Section 3.4(b), in the event that any

Identified Person acquires knowledge of a potential transaction or other business opportunity that may be a corporate opportunity for

itself, herself or himself and the Company or any of its Affiliates, such Identified Person shall, to the fullest extent permitted by

law, have no duty to communicate or offer such transaction or other business opportunity to the Company or any of its Affiliates and,

to the fullest extent permitted by law, shall not be liable to the Company or its stockholders or to any Affiliate of the Company for

breach of any fiduciary duty as a stockholder or director of the Company solely by reason of the fact that such Identified Person pursues

or acquires such corporate opportunity for itself, herself or himself, or offers or directs such corporate opportunity to another person

or does not communicate information regarding such corporate opportunity to the Company.

(b)

Notwithstanding anything to the contrary contained in this Section 3.4, the Company

does not renounce its interest in any corporate opportunity offered to any Non-Employee Director (including any Non-Employee Director

who serves as an officer of the Company) if such opportunity is expressly offered to such person solely in his or her capacity as a director

or officer of the Company, and the provisions of Section 3.4(a) shall not apply to any such corporate opportunity.

(c)

For purposes of this Section 3.4, (i) each of the NLI Designee, Secondee and Board

Observer shall be a “Non-Employee Director”, (ii) NLI and its Affiliates shall each be an “Identified Person”

and (iii) for the avoidance of doubt, neither the Company nor any of its subsidiaries shall be deemed to be an “Affiliate”

of NLI.

Section 3.5

Secondment Rights. Until the later of (x) the end of the Initial Period and

(y) the first date that the Share Ownership Percentage of the NLI Parties is less than 15%, NLI shall have the right to second three

employees (each, a “Secondee”) to the Company from time to time to non-executive

positions or roles at the Company, pursuant to a secondment agreement entered into between NLI and the Company (the “Secondment

Agreement”); provided that each Secondee and the terms of each secondment shall be mutually acceptable to

the Company and NLI. If for immigration status reasons a Secondee is unable to be seconded to the Company, such Secondee shall remain

an employee of NLI and NLI, the Company and applicable Secondee shall enter into a service agreement whereby such Secondee will provide

services to the Company on terms similar to the Secondment Agreement. The secondment of any Secondee may be terminated by (a) the

Company and NLI, as may be mutually agreed from time to time and (b) the Company,

at any time upon the occurrence of a Cause

Event. The Secondees will not have any decision-making authority or voting rights. At least one Secondee, as mutually agreed by NLI and

the Company, shall have the right to observe Quarterly Business Review meetings of the Company and such other meetings mutually agreed

by NLI and the Company. The Company will not unreasonably prevent the Secondee from observing, or delay the arrangement for the observation

of, such meetings.

Section 3.6

Certain Board Approvals. The Board shall take all Necessary Action so that the restrictions

on “business combinations” contained in Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”)

shall not apply to NLI or any of its “affiliates” or “associates” (as defined in Section 203(c)(1) and Section 203(c)(2)

of the DGCL) as of the date hereof. In addition to the extent requested by NLI, the Board shall take all Necessary Action so that the

restrictions on “business combinations” contained in Section 203 of the DGCL shall not apply to any person who becomes

an “affiliate” or “associate” of NLI following the time at which the Company becomes governed by Section 203

of the DGCL, unless the Board determines in good faith, after consultation with outside counsel, that such exemption would be inconsistent

with the Board’s fiduciary duty under Applicable Law or with the rules and regulations of the Exchange. Notwithstanding the foregoing,

if at any time NLI ceases to “own” (as defined in Section 203(c)(9) of the DGCL) at least 15% of the outstanding “voting

stock” (as defined in Section 203(c)(8) of the DGCL) of the Company (other than as a result of action taken solely by the Company),

the Board shall not be required to take any action that will result in the restrictions on “business combinations” not applying

NLI or its “affiliates” or “associates” under this Section 3.6.

Article IV

REPRESENTATIONS AND WARRANTIES

Section 4.1

Representations and Warranties of the Company. The Company hereby represents and

warrants to NLI as follows as of the Closing:

(a)

The Company is a corporation duly organized, validly existing and in good standing under the Applicable

Laws of the State of Delaware. The Company has all corporate (or other organizational) power and authority to execute and deliver this

Agreement and to perform its obligations under this Agreement.

(b)

The execution and delivery by the Company of this Agreement and the performance of the obligations

of the Company under this Agreement do not and will not conflict with or violate any provision of, or require the consent or approval

of any person (except for any such consents or approvals which have been obtained) under, (i) Applicable Law, except for such violations

as would not have a material adverse effect on the ability of the Company to perform its obligations under this Agreement, (ii) the

organizational documents of the Company, or (iii) any contract or agreement to which the Company is a party, except for such violations

as would not have a material adverse effect on the ability of the Company to perform its obligations under this Agreement.

(c)

The execution, delivery and performance of this Agreement by the Company and the consummation by

the Company of the transactions contemplated hereby are

within the organizational powers of the Company

and have been duly authorized by all necessary corporate (or other organizational) action on the part of the Company. This Agreement has

been duly executed and delivered by the Company and, assuming due authorization, execution and delivery by NLI, constitutes a legal, valid

and binding agreement of the Company, enforceable against the Company in accordance with its terms (except as such enforceability may

be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’

rights generally and general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or

at law).

Section 4.2

Representations and Warranties of NLI. NLI hereby represents and warrants to the

Company as follows as of the Closing:

(a)

NLI is duly organized, validly existing and, where applicable, in good standing under the Applicable

Laws of Japan. NLI has all corporate or other organizational powers and all authority necessary to execute and deliver this Agreement

and to perform its obligations under this Agreement.

(b)

The execution and delivery by NLI of this Agreement and the performance by NLI of its obligations

under this Agreement do not and will not conflict with or violate any provision of, or require the consent or approval of any person (except

for any such consents or approvals which have been obtained) under, (i) Applicable Law, except for such violations as would not have

a material adverse effect on the ability of NLI to perform its obligations under this Agreement, (ii) its organizational documents,

or (iii) any contract or agreement to which it is a party, except for such violations as would not have a material adverse effect

on the ability of NLI to perform its obligations under this Agreement.

(c)

The execution, delivery and performance of this Agreement by NLI and the consummation by NLI of

the transactions contemplated hereby are within the organizational powers of NLI and have been duly authorized by all necessary corporate

or other organizational action on the part of NLI. This Agreement has been duly executed and delivered by NLI and, assuming due authorization,

execution and delivery by the Company, constitutes a legal, valid and binding agreement of NLI, enforceable against NLI in accordance

with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting

creditors’ rights generally and general principles of equity).

Section 4.3

No Other Representations or Warranties. Each of NLI and the Company hereby acknowledges

and agrees that:

(a)

except for the express representations and warranties set forth in this Article IV

neither party hereto nor any Person acting on its behalf is making any representation or warranty of any kind, express or implied, in

connection with the negotiation, execution or performance of this Agreement or the transactions contemplated hereby; and

(b)

neither party hereto has relied on the accuracy or completeness of any information furnished by

the other party hereto or any Person acting on its behalf in connection with the negotiation, execution or performance of this Agreement

or the transactions contemplated hereby.

Article V

GENERAL PROVISIONS

Section 5.1

Termination.

(a)

Unless otherwise specified herein, this Agreement shall automatically terminate on the earlier

to occur of:

(i)

the date on which the Share Ownership Percentage of the NLI Parties is less than 5%; and

(ii)

the mutual written agreement of NLI and the Company.

(b)

The Company may terminate this Agreement following written notice in accordance with Section 5.2

if the Company or any of its Affiliates becomes subject to direct regulation by, or sanctions of, the Financial Services Agency of Japan

that it would not be subject to in the absence of this Agreement and the transactions contemplated hereby and thereby provided that

prior to any termination of this Agreement pursuant to this Section 5.1(b), an executive officer of the Company shall discuss

such termination of this Agreement with an executive officer of NLI and consider in good faith whether there are available alternatives

or remedies to avoid terminating this Agreement.

(c)

Either of the parties to this Agreement may terminate this Agreement if there shall be a material

breach of this Agreement or the transactions contemplated hereby by the other party to this Agreement, which breach is not cured within

30 days after the breaching party’s receipt of a written notice in respect thereof from the other party; provided that prior

to any termination of this Agreement pursuant to this Section 5.1(c), an executive officer of the terminating party shall

discuss such termination of this Agreement with an executive officer of the non-terminating party and consider in good faith whether there

are available alternatives or remedies to avoid terminating the this Agreement.

Section 5.2

Notices. All notices, requests and other communications to any party shall be in

writing and shall be deemed given (a) when delivered personally, (b) on the date sent by electronic mail transmission if sent

during normal business hours of the recipient and on the next Business Day if sent after normal business hours of the recipient (with

confirmation of receipt of such electronic mail received by return electronic mail), or (c) when received by the addressee if sent

by international or national overnight courier (providing proof of delivery), to the parties at the addresses set forth below.

if to the Company:

[●]

with a copy (not constituting notice)

to:

[●]

if to NLI:

Nippon Life Insurance Company

1-6-6 Marunouchi, Chiyoda-ku

Tokyo, Japan 100-8288

Attention: Kohei Sano

Email: [***]

with a copy (not constituting notice)

to:

Latham & Watkins Gaikokuho Joint Enterprise

Marunouchi Building, 32nd Floor

2-4-1 Marunouchi, Chiyoda-ku

Tokyo, Japan 100-6332

Attention: Hiroaki Takagi; Yohei Nakagawa

Email: hiroaki.takagi@lw.com; yohei.nakagawa@lw.com

and

Latham & Watkins LLP

330 North Wabash, Suite 2800

Chicago, IL 60611

Attention: Bradley Faris

Email: bradley.faris@lw.com

or to such other address or electronic mail address

as such party may hereafter specify for the purpose by notice to the other party. All such notices, requests and other communications

shall be deemed received on the date of receipt in the place of receipt. Otherwise, any such notice, request or communication shall be

deemed to have been received on the next succeeding Business Day in the place of receipt.

Section 5.3

Amendment; Waiver.

(a)

Any provision of this Agreement may be amended, supplemented or waived in any and all respects,

if, but only if, such amendment, supplement or waiver is in writing and is signed, in the case of an amendment or supplement, by each

party or, in the case of a waiver, by each party against whom the waiver is to be effective.

(b)

No failure or delay by any party in exercising any right, power or privilege hereunder shall operate

as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of

any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies

provided by Applicable Law.

Section 5.4

Further Assurances. Each party hereto shall sign such further documents and do and

perform and cause to be done such further acts and things as any other party hereto may reasonably request to the extent necessary to

carry out the intent and accomplish the purposes of this Agreement.

Section 5.5

Assignment.

(a)

The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties

and their respective successors and permitted assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies,

obligations or liabilities hereunder upon any Person other than the parties and their successors and permitted assigns.

(b)

No party may assign, delegate or otherwise transfer any of its rights or obligations under this

Agreement without the consent of each other party, except by any NLI party to any NLI Permitted Transferee that has executed a joinder

agreement substantially in the form attached as Schedule B to this Agreement; provided that no such assignment

or delegation shall relieve the transferring NLI party of its obligations hereunder. Any purported assignment, delegation or transfer

not permitted by this Section 5.5 is null and void.

(c)

This Agreement will inure to the benefit of and be binding on the parties hereto and their respective

successors and permitted assigns. This Agreement may not be assigned without the express prior written consent of the other parties hereto,

and any attempted assignment, without such consent, will be null and void.

Section 5.6

Third Parties. This Agreement does not create any rights, claims or benefits inuring

to any person that is not a party hereto nor create or establish any third-party beneficiary hereto.

Section 5.7

Governing Law. This Agreement shall be governed by and construed in accordance with

the Applicable Laws of the State of Delaware, without regard to principles of conflicts of Applicable Laws thereof, to the extent such

principles are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.

Section 5.8

Jurisdiction.

(a)

The parties agree that any suit, action or proceeding seeking to enforce any provision of, or based

on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, shall be brought exclusively

in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery

shall not have or declines to accept jurisdiction over a particular matter, any federal court located in the State of Delaware or other

Delaware state court) (the “Chosen Courts”), and each of the parties hereby

irrevocably consents to the sole and exclusive jurisdiction of the Chosen Courts (and of the appropriate appellate courts therefrom) in

any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by Applicable Law, any objection that it may

now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such Chosen Court or that any such suit,

action or proceeding brought in any such Chosen Court has been brought in an inconvenient forum. Process in any such suit, action or proceeding

may be served on any party anywhere in the world, whether within or without the jurisdiction of any Chosen Court. NLI irrevocably designates

its Subsidiary, Nippon Life Americas, Inc., located at 101 Park Avenue, New York, NY 10178, as its authorized agent and attorney-in-fact

for the acceptance of service of process and making an appearance on its behalf in

any such action and for the taking of all such

acts as may be necessary or appropriate in order to confer jurisdiction over it in the Chosen Courts and NLI stipulates that such consent

and appointment is irrevocable and coupled with an interest. Without limiting the foregoing, each party also irrevocably and unconditionally

agrees that service of process may be made on such party as provided in Section 5.2

and that service made in such manner shall be deemed effective service of process on such party and shall have the same legal force and

effect as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service

of process by any other manner as may be permitted by applicable law.

(b)

EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING

OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO OTHER

PARTY OR REPRESENTATIVE, AGENT OR ATTORNEY THEREOF HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT

OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT

MAKES SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS

AND CERTIFICATIONS IN THIS SECTION 5.8.

Section 5.9

Specific Performance. The parties agree that irreparable damage for which monetary

damages, even if available, would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were

not performed in accordance with its specified terms or was otherwise breached. It is accordingly agreed that the parties shall be entitled

to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the

terms and provisions hereof to which such party is entitled at law or in equity. Each party agrees that it will not oppose the granting

of an injunction, specific performance and other equitable relief on the basis that (a) the other party has an adequate remedy at

law or (b) an award of specific performance is not an appropriate remedy for any reason at law or equity. Neither party shall be

required to provide any bond or other security in connection with any such order or injunction.

Section 5.10

Entire Agreement.

(a)

This Agreement (including any Schedule or Exhibit hereto) constitutes the entire agreement of the

parties with respect to the subject matter hereof and supersedes all other prior agreements and undertakings, both written and oral, between

the parties with respect to the subject matter hereof.

(b)

No provision of this Agreement, express or implied, is intended to or shall confer upon any other

Person other than the parties any rights or remedies hereunder. The representations and warranties in this Agreement are the product of

negotiations between the parties and are for the sole benefit of the parties. In some instances, the representations and warranties in

this Agreement may represent an allocation between the parties of risks associated with particular matters regardless of the knowledge

of either party. Consequently, Persons other than the parties may not rely upon the representations and warranties in this Agreement as

characterizations of actual facts or circumstances

as of the date of this Agreement or as of any other date.

Section 5.11

Severability. If any term, provision, covenant or restriction of this Agreement is

held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable by any rule of law or public policy, the remainder

of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected,

impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner

materially adverse to any party. Upon such a determination that any term or other provision is invalid, illegal, void or unenforceable,

the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible

to the fullest extent permitted by Applicable Law and in an acceptable manner in order that the transactions contemplated hereby be consummated

as originally contemplated to the fullest extent possible.

Section 5.12

Table of Contents, Headings and Captions. The table of contents, headings, subheadings

and captions contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope

of this Agreement or the intent of any provision hereof.

Section 5.13

Counterparts. This Agreement and any amendment hereto may be signed in any number

of separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one Agreement (or

amendment, as applicable); provided that a .pdf signature shall be considered due execution and shall be binding upon the

signatory thereto with the same force and effect as if the signature were an original.

Section 5.14

No Recourse. Notwithstanding anything to the contrary contained herein or otherwise,

this Agreement may only be enforced against, and any claims or causes of action that may be based upon, arise out of or relate to this

Agreement, or the negotiation, execution or performance of this Agreement or the transactions contemplated hereby, may only be made against,

the Persons that are expressly identified as parties to this Agreement (in the preamble and signature pages hereto) in their capacities

as parties to this Agreement and no former, current or future equity holders, controlling persons, directors, officers, employees, agents,

Affiliates, members, managers or general or limited partners of any of the Persons that are not expressly identified herein as parties

to this Agreement or any former, current or future stockholder, controlling person, director, officer, employee, general or limited partner,

member, manager, Affiliate or agent of any of the foregoing, or any other non-party, shall have any liability for any obligations or liabilities

of the parties or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated

hereby or in respect of any representations, warranties or statements made or alleged to be made in connection herewith. Without limiting

the rights of either party against the other party, in no event shall either party or any of its Affiliates seek to enforce this Agreement

against, make any claims for breach of this Agreement against, or seek to recover monetary damages for breach of this Agreement from,

any non-party, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil, by the

enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or Applicable Law, or otherwise.

The non-parties

shall be express third-party beneficiaries

with respect to this Section 5.14, entitled to enforce this Section 5.14 as though each such non-party were a

party to this Agreement.

[Remainder Of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed

this Agreement on the day and year first above written.

EQUITABLE HOLDINGS, INC.

By:

Name:

Title:

NIPPON LIFE INSURANCE COMPANY

By:

Name:

Title:

[Signature Page to Stockholder's Agreement]

Schedule

REGISTRATION RIGHTS AGREEMENT

by and between

EQUITABLE HOLDINGS, INC.

AND

NIPPON LIFE INSURANCE COMPANY

Dated as of [●], 202[●]

TABLE OF CONTENTS

Page

Article I INTRODUCTORY MATTERS

1.1 Defined Terms

1.2 Interpretation

Article II REGISTRATION RIGHTS

2.1 Demand Registrations

2.2 Piggyback Registrations

2.3 Registration Limitations

Article III REGISTRATION EXPENSES AND PROCEDURES

3.1 Registration Expenses

3.2 Registration Procedures

Article IV INDEMNIFICATION

4.1 Indemnification by the Company

4.2 Indemnification by NLI

4.3 Notices of Claims

4.4 Contribution

Article V RULE 144

5.1 Rule 144 Reporting

Article VI GENERAL PROVISIONS

6.1 Notices

6.2 Amendment; Waiver

6.3 Assignment

6.4 Third Parties

6.5 Governing Law

6.6 Jurisdiction

6.7 Specific Performance

6.8 Entire Agreement

6.9 Severability

6.10 Table of Contents, Headings and Captions

6.11 Counterparts

6.12 Certain Adjustments

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS

AGREEMENT (this “Agreement”), dated as of [●], 202[●], is entered

into by and between Equitable Holdings, Inc., a Delaware corporation formerly known as Mountain Holding, Inc. (the “Company”),

and Nippon Life Insurance Company, a mutual company (sougogaisha) organized under the laws of Japan (“NLI”).

BACKGROUND

WHEREAS, Corebridge Financial,

Inc., a Delaware corporation (“Corebridge”) and American International Group, Inc., a Delaware corporation (“AIG”)

entered into that certain Registration Rights Agreement, dated as of September 14, 2022 (the “Corebridge Registration Rights

Agreement”), by and between Corebridge and AIG;

WHEREAS, on December 9,

2024, NLI entered into that certain Registration Rights Agreement (the “Assignment and Registration Rights Agreement”)

pursuant to which AIG assigned and transferred its rights and obligations under the Corebridge Registration Rights Agreement to NLI with

respect to shares acquired by NLI in connection with that certain Stock Purchase Agreement, by and among AIG, Corebridge and NLI, dated

as of May 16, 2024 (the “Purchase Agreement”);

WHEREAS, in connection with

the transactions contemplated by the Purchase Agreement (the “Sale”) and as contemplated by the Assignment and Registration

Rights Agreement, Corebridge agreed to provide NLI with registration rights for any additional shares of Corebridge common stock that

NLI acquired after the Sale, with such additional shares treated as Registrable Securities (as defined in the Corebridge Registration

Rights Agreement);

WHEREAS, Mountain Holding,

Inc., Corebridge, Equitable Holdings, Inc., Palisade Holding, Inc. and Marcy Holding, Inc. entered into that certain Merger Agreement,

dated March 26, 2026 (the “Merger Agreement”), pursuant to which, among other things, at the closing of the transactions

set forth therein, Mountain Holding, Inc. will change its name to “Equitable Holdings, Inc.” and NLI (or certain of its Affiliates)

will receive shares of Company Common Stock, subject to the terms and conditions set forth in the Merger Agreement; and

WHEREAS, in connection with

the transactions contemplated by the Merger Agreement, the Company and NLI wish to set forth certain understandings between such parties

with respect to registration rights of Company Common Stock.

NOW, THEREFORE, in consideration

of the foregoing, and the representations, warranties, covenants and agreements set forth herein, and other good and valuable consideration,

the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

Article

INTRODUCTORY MATTERS

1.1 Defined Terms. In addition to the terms defined elsewhere herein, the following terms have the

following meanings when used herein with initial capital letters:

“Affiliate”

means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such

Person. As used in this definition, the term “control” (including the terms “controlled by” and “under common

control with”) means the power to direct the management or policies of a Person, directly or indirectly, through the ownership of

voting securities, by contract or otherwise; provided that no party to this Agreement shall be considered an Affiliate of any other

party to this Agreement for the purposes of this Agreement.

“Agreement”

has the meaning set forth in the Preamble.

“AIG”

has the meaning set forth in the Preamble.

“Applicable

Law” means any domestic or foreign statute, law (including the common law), ordinance, rule, regulation, published regulatory

policy or guideline, order, judgment, injunction, decree, award or writ of any court, tribunal or other regulatory authority, arbitrator,

governmental authority, or other Person having jurisdiction, or any consent, exemption, approval or license of any governmental authority

that applies in whole or in part to a party and, with respect to the Company, includes the Exchange Act, the Securities Act, the General

Corporation Law of the State of Delaware, the rules of the SEC, insurance company laws and all related regulations, guidelines and instructions

and the rules of the New York Stock Exchange and any other exchange or quotation system on which the securities of the Company are listed

or traded from time to time.

“Argon”

means Argon Holdco LLC, a wholly owned subsidiary of Blackstone Inc.

“Assignment

and Registration Rights Agreement” has the meaning set forth in the Preamble.

“Beneficially

Own,” “Beneficially Owned” or “Beneficial

Ownership” has the meaning set forth in Rule 13d-3 of the rules and regulations promulgated under the Exchange Act.

“Blackout

Period” means (a) the Company’s regularly quarterly restricted trading period during which directors and executive

officers of the Company are not permitted to trade under the insider trading policy of the Company then in effect or (b) a reasonable

period not in excess of the applicable limits specified below in the event that the Board determines in good faith that any registration

or sale pursuant to any registration statement would reasonably be expected to interfere with any bona fide financing of, or material

transaction under consideration by, the Company, require disclosure of material information that has not been disclosed to the public,

the premature disclosure of which would materially adversely affect the Company, or otherwise materially adversely affect the Company.

Notwithstanding anything otherwise to the contrary, with respect to any

Blackout Periods described in clause (b)

above, in any twelve (12)-month period, (i) there shall not be more than one (1) such Blackout Period and (ii) the

length of such Blackout Period shall not exceed thirty (30) days.

“Board”

means the board of directors of the Company.

“Business

Day” means any day other than a Saturday, a Sunday or any other day on which banking institutions in New York, New York

are required or authorized by Applicable Law to be closed.

“Company”

has the meaning set forth in the Preamble.

“Company

Common Stock” means the common stock, par value $0.01 per share, of the Company (it being understood that, if the Company

Common Stock, as a class, shall be reclassified, exchanged or converted into another security (including as a result of a merger, consolidation

or otherwise) or the right to receive such security, each reference to Company Common Stock in this Agreement shall refer to such other

security into which the Company Common Stock was reclassified, exchanged or converted).

“Contract”

means any contract, agreement, indenture, note, bond, loan, instrument, license or other enforceable arrangement or agreement.

“Corebridge”

has the meaning set forth in the Preamble.

“Corebridge

Registration Rights Agreement” has the meaning set forth in the Preamble.

“Demand

Registrations” has the meaning set forth in Section 2.1(a).

“Exchange

Act” means the Securities Exchange Act of 1934.

“Governmental

Entity” means any domestic or foreign court, tribunal, commission or governmental authority, instrumentality (including

any legislature, commission, regulatory or administrative agency, governmental branch, bureau or department) or agency or any self-regulatory

body.

“Indemnified

Party” has the meaning set forth in Section 4.3.

“Indemnifying

Party” has the meaning set forth in Section 4.3.

“Long-Form

Registrations” has the meaning set forth in Section 2.1(a).

“Merger

Agreement” has the meaning set forth in the Preamble.

“NLI”

has the meaning set forth in the Preamble.

“Person”

means an individual, corporation, partnership, joint venture, limited liability company, association, trust, unincorporated organization,

Governmental Entity or other entity.

“Piggyback

Registration” has the meaning set forth in Section 2.2(a).

“Purchase

Agreement” has the meaning set forth in the Preamble.

“Registrable

Securities” means (a) the Company Common Stock held by NLI and (b) any other securities issued in respect of

the securities described in clause (a) of this definition, including by way of a dividend, distribution or equity split or

in connection with an exchange or a combination of shares, recapitalization, or reclassification. As to any particular Registrable Securities,

such securities shall cease to be Registrable Securities at the earliest date when they have been (i) distributed to the public pursuant

to an offering registered under the Securities Act, (ii) sold to the public in compliance with Rule 144 (or any similar or successor

rule then in force) or (iii) repurchased by the Company or any Subsidiary.

“Registration

Expenses” has the meaning set forth in Section 3.1.

“Rule 144”

has the meaning set forth in Section 5.1.

“Sale”

has the meaning set forth in the Preamble.

“SEC”

means the U.S. Securities and Exchange Commission or any successor agency.

“Securities

Act” means the Securities Act of 1933.

“Shelf

Registration” has the meaning set forth in Section 2.1(a).

“Shelf

Take-down” has the meaning set forth in Section 2.1(d).

“Stockholders

Agreement” means the Stockholders Agreement, dated as of November 2, 2021, by and between the AIG, SAFG Retirement Services,

Inc. and Argon.

“Subsidiary”

of any Person at the time in question means another Person more than 50% of the total combined voting power of all classes of capital

stock or other voting interests of which, or more than 50% of the equity securities of which, is at such time owned directly or indirectly

by such first Person.

1.2 Interpretation. When reference is made in this Agreement to an Article or a Section, such reference

shall be to an Article or a Section of this Agreement unless otherwise indicated. All references herein to any agreement, instrument,

statute, rule or regulation are to the agreement, instrument, statute, rule or regulation as amended, modified, supplemented or replaced

from time to time (and, in the case of statutes, include any rules and regulations promulgated under said statutes) and to any section

of any statute, rule or regulation including any successor to said section. The table of contents and headings contained in this Agreement

are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,”

“includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without

limitation.” Whenever the words “hereof,” “hereto,” “hereby,” “herein”

and “hereunder” and words

of similar import are used in this Agreement, they shall be deemed to refer to this Agreement as a whole and not to any particular provision

of this Agreement. Whenever the word “or” is used in this Agreement, it shall not be exclusive. Whenever the word “extent”

in the phrase “to the extent” is used in this Agreement, it shall be deemed to mean the degree to which a subject or other

thing extends and shall not mean simply “if.” Whenever the singular is used herein, the same shall include the plural, and

whenever the plural is used herein, the same shall include the singular, where appropriate. Whenever the word “Dollars” or

the “$” sign appear in this Agreement, they shall be construed to mean United States Dollars, and all transactions under this

Agreement shall be in United States Dollars. This Agreement has been fully negotiated by both parties and shall not be construed by any

Governmental Entity against either party by virtue of the fact that such party was the drafting party.

Article

REGISTRATION RIGHTS

2.1 Demand Registrations.

(a) Subject to the provisions of this Article II, at any time,

(i) NLI may request registration under the Securities Act of all or any portion of its Registrable Securities

on Form S-1 (excluding a Shelf Registration) or any successor long-form registration statement (“Long-Form

Registrations”) subject to and in accordance with Section 2.1(b); and

(ii) NLI may, if available, request registration under the Securities Act of all or any portion of its Registrable

Securities on a shelf registration statement on Form S-3 or any successor short-form registration statement (a “Shelf

Registration”), subject to and in accordance with Section 2.1(b);

provided, that the Company shall not be obligated

to effect more than four (4) Demand Registrations (as defined below) in any twelve (12)-month period. All registrations requested

pursuant to this Section 2.1(a) by NLI are referred to herein as “Demand Registrations.”

Each request for a Demand Registration shall specify the approximate number of shares requested to be registered and the intended method

of distribution.

(b) If a Demand Registration is an underwritten offering and the managing underwriters advise the Company

in writing that in their opinion the number of Registrable Securities and, if permitted hereunder, other securities requested to be included

in such offering exceeds the number of Registrable Securities and other securities, if any, that can be sold in an orderly manner in such

offering, then the Company shall include:

(i) first, all Registrable Securities requested to be sold by NLI, if any, in such Demand Registration up

to that number of securities that in the

opinion of such underwriters can be

sold in such offering without adversely affecting the marketability of the offering; and

(ii) second, any other securities requested to be included.

to effect any Demand Registration during any period in which the Company is restricted from effecting a registration, offering or sale

of shares of Company Common Stock pursuant to a lock-up or similar agreement entered into in connection with any offering or sale of Company

Common Stock registered with the SEC; provided, that the restriction period thereunder shall not exceed sixty (60) days after

the effective date of any other public offering (unless the managing underwriter advises otherwise), and (ii) the Company may postpone

the filing or the effectiveness of a registration statement for a Demand Registration or suspend the use of a prospectus that is part

of a Shelf Registration (and therefore suspend sales of Registrable Securities thereunder in accordance with Section 2.1(a))

during any Blackout Period; provided that only in such event, NLI shall be entitled to withdraw such request for a Demand Registration

and, if so withdrawn, such Demand Registration shall not count against the total number of Demand Registrations provided for in Section 2.1(a).

(d) If any Demand Registration, including any take-downs off a Shelf Registration (each, a “Shelf

Take-down”), is an underwritten offering, then NLI shall have the right to select the managing underwriters to administer

such offering.

(e) For so long as NLI holds any Registrable Securities, the Company and its Affiliates shall not, without

NLI’s prior written consent, enter into any Contract providing another Person with registration rights that would conflict with

the provisions of this Article II.

(f) NLI agrees that it shall enter into any customary lock-up or similar agreement with the managing underwriters

in connection with any Demand Registration if requested by the Company (and subject to entry into the same form lock-up or similar agreement

by the Company).

2.2 Piggyback Registrations.

(a) Subject to the terms and conditions of this Agreement, whenever the Company proposes to register any of

its securities for sale for cash under the Securities Act, whether proposed to be offered for sale by the Company or by any other Person

(other than (i) pursuant to a Demand Registration, (ii) in connection with any registration on Form S-4, S-8 or any successor

or similar form, (iii) in connection with a registration relating to a merger, acquisition, business combination transaction or reorganization

of the Company or other transaction under Rule 145 of the Securities Act or (iv) a registration in which the only securities

being registered are common stock issuable upon conversion of debt securities that are also being registered) and the registration form

to be used may be used

for the registration of Registrable

Securities (a “Piggyback Registration”), the Company shall give prompt written

notice to NLI of its intention to effect such a registration and, subject to Section 2.2(b) and Section 2.2(c),

shall use reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received

written requests for inclusion therein from NLI within five (5) Business Days after the delivery of the Company’s notice.

(b) If the Piggyback Registration of which the Company gives notice is for a registered public offering involving

an underwriting, the Company shall so advise NLI as a part of the written notice given. In such event, the right of NLI to registration

pursuant to this Section 2.2(b) shall be conditioned upon NLI’s participation in such underwriting and the inclusion

of NLI’s Registrable Securities in the underwriting to the extent provided herein. If NLI exercises its Piggyback Registration rights

it shall enter into an underwriting agreement in customary form with the representative of the managing underwriters selected by the Company.

Notwithstanding any other provision of this Section 2.2, if the underwriters advise the Company that marketing factors require

a limitation on the number of shares to be underwritten, the underwriters may (subject to the limitations set forth below) limit the number

of Registrable Securities to be included in the registration and underwriting. The Company shall so advise NLI, and the number of shares

of securities that are entitled to be included in the registration and underwriting shall be allocated as follows:

(i) first, to the Company for securities being sold for its own account;

(ii) second, to Argon, to the extent Argon is permitted to include securities at such time, and is entitled

to priority with respect thereto, under the terms of the Stockholders Agreement;

(iii) third, to NLI; and

(iv) fourth, to any other holders of the Company’s securities.

of such registration whether or not NLI has elected to include securities in such registration.

2.3 Registration Limitations. Subject to Section 3.2, the Company will use reasonable efforts

to prepare such supplements or amendments (including a post-effective amendment), if required by Applicable Law, to each applicable registration

statement and file any other required document so that such registration statement will be available at all times during the period for

which such registration statement is required pursuant to this Agreement to be effective; provided, that no such supplement, amendment

or filing will be required during a Blackout Period. Notwithstanding anything to the contrary contained in this Agreement, the Company

shall be entitled, from time to time, by providing written notice to NLI, to postpone the filing of any registration statement for any

Long-Form

Registration or Shelf Registration

and to require the holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities in connection

with any Long-Form Registration, Shelf Registration or Shelf Take-down during any Blackout Period. No sales may be made by NLI under any

registration statement during any Blackout Period of which the Company has provided notice to NLI. In the event of a Blackout Period under

clause (b) of the definition thereof, the Company shall notify NLI promptly upon each of the commencement and the termination of

each Blackout Period. In connection with the expiration of any Blackout Period, the Company, to the extent necessary and as required by

Applicable Law, shall as promptly as reasonably practicable prepare supplements or amendments, including a post-effective amendment, to

the registration statement or the prospectus, or any document incorporated therein by reference, or file any other required document,

so that the applicable registration statement will be available for registration of registrable securities as contemplated hereby. A Blackout

Period described in clause (b) of the definition thereof shall be deemed to have expired when the Company has notified NLI that the

Blackout Period has so expired and the registration statement is available. Upon expiration of a Blackout Period described in clause (a)

of the definition thereof, any additional duration of a Blackout Period will be deemed to be a Blackout Period described in clause (b)

of the definition thereof and subject to the limitations therein.

Article

III

REGISTRATION EXPENSES AND PROCEDURES

3.1 Registration Expenses. All expenses incurred in connection with any registration statement or registration

under the Securities Act (including a Long-Form Registration, Shelf Registration or Shelf Take-down) covering shares held by seller of

securities pursuant to a registration under this Agreement, including all registration, qualification and filing fees, fees and expenses

of compliance with securities or blue sky laws, filing expenses, printing expenses, messenger and delivery expenses, fees and disbursements

of custodians and fees and disbursements of counsel for the Company (including the fees and disbursements of one, but not more than one,

outside legal counsel for sellers of securities pursuant to a registration under this Agreement) and all independent certified public

accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company (all such expenses being herein

called “Registration Expenses”), shall be borne by the Company, and the Company

also shall pay all of its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting

duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing

the securities to be registered on each securities exchange on which similar securities issued by the Company are then listed. Notwithstanding

anything to the contrary contained herein, each seller of securities pursuant to a registration under this Agreement shall bear and pay

(a) all underwriting discounts and commissions and (b) any stock transfer taxes applicable to the securities sold for such seller’s

account.

3.2 Registration Procedures. With respect to a registration of Registrable Securities, subject to Section 2.2(c)

and Section 2.3, the Company shall use its reasonable best efforts to:

(a) (i) except in the case of a Shelf Registration, keep such registration effective for a period ending

on the earlier of the date that is one-hundred and twenty (120) days from the effective date of the registration statement or such

time as NLI has completed the distribution described in the registration statement relating thereto and (ii) in the case of a Shelf

Registration, keep such registration effective for a period ending on the date that is twenty-four (24) months from the effective date

of the registration statement;

(b) prepare and file with the Commission such amendments and supplements to such registration statement and

the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities

Act with respect to the disposition of all securities covered by such registration statement for the period set forth in (a) above;

thereto, including any amendment of or supplement to the prospectus, as NLI may from time to time reasonably request;

(d) notify NLI (to the extent selling Registrable Securities covered by such registration statement) at any

time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result

of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or

omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading or incomplete

in light of the circumstances then existing, and following such notification promptly prepare and furnish to NLI a reasonable number of

copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of

such shares, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be

stated therein or necessary to make the statements therein not misleading or incomplete in light of the circumstances then existing;

(e) comply with all applicable rules and regulations of the SEC;

(f) cause all such Registrable Securities registered pursuant to this Agreement to be listed on the national

securities exchange on which securities of the same class as such Registrable Securities are then listed, if any;

(g) cooperate and assist in any filings required to be made with the Financial Industry Regulatory Authority,

Inc. and in the performance of any due diligence investigation by any underwriter in an underwritten offering;

(h) take such actions as shall be reasonably requested by NLI or the lead managing underwriter of an underwritten

offering to facilitate such offering, including without limitation, making customary road show presentations, making senior management

of the Company available to assist, and, in a customary manner, holding meetings with and making calls to potential investors; and

(i) enter into customary agreements (including, in the case of an underwritten offering, one or more underwriting

agreements in customary form, and including provisions with respect to indemnification and contribution in customary form) and in connection

therewith:

(i) make such representations and warranties to the underwriters, if any, in form, substance and scope as are customarily made by issuers

to underwriters in similar underwritten offerings;

(ii) obtain opinions of counsel to the Company addressed to the underwriters, if any, covering the matters

customarily covered in opinions requested in sales of securities or underwritten offerings;

(iii) obtain “cold comfort” letters and updates thereof from the Company’s independent certified

public accountants addressed to the underwriters, if any, which letters shall be customary in form and shall cover matters of the type

customarily covered in “cold comfort” letters to underwriters in connection with primary underwritten offerings;

(iv) deliver such documents and certificates as the sole underwriter or managing underwriter, if any, or its

counsel, shall reasonably request to evidence the continued validity of the representations and warranties made in accordance with Section 3.2(i)(i)

above and to evidence compliance with any customary conditions contained in the underwriting agreement;

(v) facilitate the settlement of such Registrable Securities through the facilities of The Depository Trust

Company (the above, as set forth in Section 3.2(c) through Section 3.2(h), shall be done at such times as customarily

occur in similar offerings); and

(vi) cause its Affiliates (including any registered investment companies, registered investment advisers and

management investment companies) to, upon request of NLI either:

(A) obtain a no-action letter, interpretive guidance, exemptive order or other relief from the SEC to the effect that sales of securities

by NLI do not constitute an “assignment” (as defined in the Investment Company Act of 1940, as amended or the Investment Advisers

Act of 1940, as amended) of any investment advisory contract to which the Company or its Affiliates is party; or

(B) if such sales would constitute an assignment, to obtain the requisite client consents to such assignments (including, for this

purpose, the approval of the board of directors and shareholders of any client that is a registered investment company, or a new investment

advisory contract and, if

applicable, a new sub-advisory contract

with any sub-adviser whose contract would terminate as a result of such assignment),

and in connection with the foregoing,

the Company shall, and shall cause its Affiliates to, take all steps necessary to obtain such relief or consents, including, (x) in

the case of clause (A), through the preparation and submission of a request for no-action relief or exemptive application, and (y) in

the case of clause (B), preparing and filing with the SEC a proxy statement, promptly responding to any comments from the SEC on

any proxy statement, hiring a proxy solicitation firm, distributing a proxy statement to relevant parties and holding a shareholder meeting

and preparing and delivering such other documents as may be necessary to solicit the consent of client that are not registered investment

companies. NLI shall furnish to the Company such information regarding NLI and the distribution proposed by NLI as shall be reasonably

required in connection with any registration, qualification or compliance referred to in Article II.

Article

INDEMNIFICATION

4.1 Indemnification by the Company. To the extent permitted by law, the Company will indemnify and

hold harmless NLI, each of its Affiliates and its and their officers, directors and managers, and each person controlling NLI within the

meaning of Section 15 of the Securities Act, against all expenses, claims, losses, damages, and liabilities (or actions, proceedings,

or settlements in respect thereof) arising out of or based on:

(a) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference

in any prospectus or other document incident to any such registration, qualification, or compliance;

(b) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary

to make the statements therein not misleading; or

any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with

any offering covered by such registration, qualification or compliance,

and the Company

will reimburse NLI, each of its Affiliates and its and their officers, directors and managers, and each person controlling NLI as provided

above, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim,

loss, damage, liability, or action; provided, however, that the Company will not be liable in any such case to the extent

that any such claim, loss, damage, liability, or action arises out of or is based on any untrue statement or

omission based upon written information

furnished to the Company by NLI specifically for use therein; and provided further that the indemnity agreement contained in this

Section 4.1 shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement

is effected without the consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed).

4.2 Indemnification by NLI. To the extent permitted by law, NLI will, if Registrable Securities held

by NLI are included in the securities as to which any registration, qualification, or compliance is being effected, indemnify and hold

harmless the Company, each of its directors, officers, managers, legal counsel and accountants, and each underwriter, if any, of the Company’s

securities covered by such a registration statement, and each person who controls the Company or such underwriter within the meaning of

Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out

of or based on:

(a) any untrue statement (or alleged untrue statement) of a material fact contained or incorporated by reference

in any such registration statement, prospectus or other document; or

(b) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary

to make the statements therein not misleading, and will reimburse the Company and the Company’s officers, directors and managers,

legal counsel, and accountants, persons, underwriters, or control persons as provided above, for any legal or any other expenses reasonably

incurred in connection with investigating or defending any such claim, loss, damage, liability, or action, in each case to the extent,

but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration

statement, prospectus or other document in reliance upon and in conformity with written information furnished to the Company by NLI and

stated by NLI to be specifically for use therein; provided, however, that the obligations of NLI hereunder shall not apply

to amounts paid in settlement of any such claims, losses, damages, or liabilities (or actions in respect thereof) if such settlement is

effected without the consent of NLI (which consent shall not be unreasonably withheld, conditioned or delayed); provided further

that the obligations of NLI hereunder shall be limited to the net proceeds received by NLI from the sale of securities under any such

registration statement or offering hereunder.

4.3 Notices of Claims. Each party entitled to indemnification under this Section 4.3 (the

“Indemnified Party”) shall give notice to the party required to provide indemnification

(the “Indemnifying Party”) promptly after such Indemnified Party has actual

knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such claim

or any litigation resulting therefrom; provided, however, that the Indemnified Party may participate in such defense at

such party’s expense; and provided further that the failure of any Indemnified Party to give notice as provided herein shall

not relieve the Indemnifying Party of its obligations under this Section 4.3 to the extent such failure is not prejudicial.

No Indemnifying Party, in the

defense of any such claim or litigation,

shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not

include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability

in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question

as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim

and litigation resulting therefrom.

4.4 Contribution.

(a) If the indemnification provided for in this Article IV is held by a court of competent jurisdiction

to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to herein, then the

Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified

Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault

of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that

resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault

of the Indemnifying Party and of the Indemnified Party shall be determined by reference to, among other things, whether the untrue or

alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying

Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct

or prevent such statement or omission. Notwithstanding anything in this Section 4.4 to the contrary, NLI shall not be required

to contribute any amount pursuant to this Section 4.4 in excess of the amount by which (i) the net proceeds received

by NLI from the sale of Registrable Securities in the offering to which the misstatement or omission relates exceeds (ii) the amount

of any damages that NLI has otherwise been required to pay by reason of such misstatement or omission.

(b) Notwithstanding the foregoing provisions of this Section 4.4, to the extent that the provisions

on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering

are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

Article

RULE 144

5.1 Rule 144 Reporting. With a view to making available to NLI the benefits of Rule 144 promulgated

under the Securities Act (“Rule 144”) that may permit the sale of the Registrable

Securities to the public without registration, the Company, agrees to use its reasonable best efforts to:

(a) make and keep current public information available, within the meaning of Rule 144, at all times after

it has become subject to the reporting requirements of the Exchange Act;

(b) file with the SEC, in a timely manner, all reports and other documents required of the Company under the

Securities Act and Exchange Act (after it has become subject to such reporting requirements); and

statement by the Company as to its compliance with the reporting requirements of said Rule 144 (at any time commencing ninety (90)

days after the effective date of the first registration filed by the Company for an offering of its securities to the general public),

the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements); a copy of the most recent

annual or quarterly report of the Company; and such other reports and documents as NLI may reasonably request in availing itself of any

rule or regulation of the SEC allowing it to sell any such securities without registration (in each case to the extent not readily publicly

available).

Article

GENERAL PROVISIONS

6.1 Notices. All notices, requests and other communications to any party shall be in writing and shall

be deemed given (a) when delivered personally, (b) on the date sent by electronic mail transmission if sent during normal business

hours of the recipient and on the next Business Day if sent after normal business hours of the recipient (with confirmation of receipt

of such electronic mail received by return electronic mail), or (c) when received by the addressee if sent by international or national

overnight courier (providing proof of delivery), to the parties at the addresses set forth below:

if to the Company:

[●]

with a copy (not constituting notice)

to:

[●]

if to NLI:

Nippon Life Insurance Company

1-6-6 Marunouchi, Chiyoda-ku

Tokyo, Japan 100-8288

Attention: Kohei Sano

Email: [***]

with a copy (not constituting notice)

to:

Latham & Watkins Gaikokuho Joint Enterprise

Marunouchi Building, 32nd Floor

2-4-1 Marunouchi, Chiyoda-ku

Tokyo, Japan 100-6332

Attention: Hiroaki Takagi; Yohei Nakagawa

Email: hiroaki.takagi@lw.com; yohei.nakagawa@lw.com

and

Latham & Watkins LLP

330 North Wabash, Suite 2800

Chicago, IL 60611

Attention: Bradley Faris

Email: bradley.faris@lw.com

or to such other

address or electronic mail address as such party may hereafter specify for the purpose by notice to the other party. All such notices,

requests and other communications shall be deemed received on the date of receipt in the place of receipt. Otherwise, any such notice,

request or communication shall be deemed to have been received on the next succeeding Business Day in the place of receipt.

6.2 Amendment; Waiver.

(a) Any provision of this Agreement may be amended, supplemented or waived in any and all respects, if, but

only if, such amendment, supplement or waiver is in writing and is signed, in the case of an amendment or supplement, by each party or,

in the case of a waiver, by each party against whom the waiver is to be effective.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as

a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any

other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies

provided by Applicable Law.

6.3 Assignment.

(a) The provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties and

their respective successors and permitted assigns. No provision of this Agreement is intended to confer any rights, benefits, remedies,

obligations or liabilities hereunder upon any Person other than the parties and their successors and permitted assigns.

(b) No party may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement

without the consent of each other party, except that NLI may, without the prior written consent of the Company, assign its rights

and interests, and delegate its obligations,

under this Agreement, in each case in whole or in part, to an Affiliate of NLI to which NLI transfers shares of Company Common Stock Beneficially

Owned by NLI; provided that no such assignment or delegation shall relieve NLI of its obligations hereunder. Any purported

assignment, delegation or transfer not permitted by this Section 6.3 is null and void.

successors and permitted assigns. This Agreement may not be assigned without the express prior written consent of the other parties hereto,

and any attempted assignment, without such consent, will be null and void.

6.4 Third Parties. This Agreement does not create any rights, claims or benefits inuring to any person

that is not a party hereto nor create or establish any third-party beneficiary hereto.

6.5 Governing Law. This Agreement shall be governed by and construed in accordance with the Applicable

Laws of the State of Delaware, without regard to principles of conflicts of Applicable Laws thereof, to the extent such principles are

not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction.

6.6 Jurisdiction.

(a) The parties agree that any suit, action or proceeding seeking to enforce any provision of, or based on

any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, shall be brought exclusively

in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery

shall not have or declines to accept jurisdiction over a particular matter, any federal court located in the State of Delaware or other

Delaware state court) (the “Chosen Courts”), and each of the parties hereby irrevocably consents to the sole and exclusive

jurisdiction of the Chosen Courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably

waives, to the fullest extent permitted by Applicable Law, any objection that it may now or hereafter have to the laying of the venue

of any such suit, action or proceeding in any such Chosen Court or that any such suit, action or proceeding brought in any such Chosen

Court has been brought in an inconvenient forum. Process in any such suit, action or proceeding may be served on any party anywhere in

the world, whether within or without the jurisdiction of any Chosen Court. NLI irrevocably designates its Subsidiary, Nippon Life Americas,

Inc., located at 101 Park Avenue, New York, NY 10178, as its authorized agent and attorney-in-fact for the acceptance of service of process

and making an appearance on its behalf in any such action and for the taking of all such acts as may be necessary or appropriate in order

to confer jurisdiction over it in the Chosen Courts and NLI stipulates that such consent and appointment is irrevocable and coupled with

an interest. Without limiting the foregoing, each party also irrevocably and unconditionally agrees that service of process may be made

on such party as

provided in Section 6.1 and

that service made in such manner shall be deemed effective service of process on such party and shall have the same legal force and effect

as if served upon such party personally within the State of Delaware. Nothing herein shall be deemed to limit or prohibit service of process

by any other manner as may be permitted by applicable law.

(b) EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT

OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO OTHER

PARTY OR REPRESENTATIVE, AGENT OR ATTORNEY THEREOF HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT

OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT

MAKES SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS

AND CERTIFICATIONS IN THIS SECTION 6.6.

6.7 Specific Performance. The parties agree that irreparable damage for which monetary damages, even

if available, would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement were not performed

in accordance with its specified terms or was otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction,

specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions

hereof to which such party is entitled at law or in equity. Each party agrees that it will not oppose the granting of an injunction, specific

performance and other equitable relief on the basis that (a) the other party has an adequate remedy at law or (b) an award of specific

performance is not an appropriate remedy for any reason at law or equity. Neither party shall be required to provide any bond or other

security in connection with any such order or injunction.

6.8 Entire Agreement. This Agreement (including any Schedule or Exhibit hereto) constitutes the entire

agreement of the parties with respect to the subject matter hereof and supersedes all other prior agreements and undertakings, both written

and oral, between the parties with respect to the subject matter hereof.

6.9 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court

of competent jurisdiction to be invalid, illegal, void or unenforceable by any rule of law or public policy, the remainder of the terms,

provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired

or invalidated so long as the economic or legal substance of the transactions contemplated hereby are not affected in any manner materially

adverse to any party. Upon such a determination that any term or other provision is invalid, illegal, void or unenforceable, the parties

shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the

fullest extent permitted

by Applicable Law and in an acceptable

manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

6.10 Table of Contents, Headings and Captions. The table of contents, headings, subheadings and captions

contained in this Agreement are included for convenience of reference only, and in no way define, limit or describe the scope of this

Agreement or the intent of any provision hereof.

6.11 Counterparts. This Agreement and any amendment hereto may be signed in any number of separate counterparts,

each of which shall be deemed an original, but all of which taken together shall constitute one Agreement (or amendment, as applicable);

provided that a .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and

effect as if the signature were an original.

6.12 Certain Adjustments. In the event of any stock split, stock dividend, reverse stock split, any

stock combination or similar event, any references to a number of shares of Company Common Stock shall be appropriately adjusted to give

effect to such stock split, stock dividend, reverse stock split, any stock combination or similar event.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties

hereto have executed this Registration Rights Agreement on the day and year first above written.

EQUITABLE HOLDINGS, INC.

By:

Name:

Title:

[Signature Page to Registration Rights Agreement]

NIPPON LIFE INSURANCE COMPANY

By:

Name:

Title:

[Signature Page to Registration Rights Agreement]

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