Common use of Sale and Purchase of the Shares Clause in Contracts

Sale and Purchase of the Shares. 2.1 On the terms of this agreement and subject to the Conditions, at Completion the Seller shall sell, and the Purchaser shall purchase, the Shares with full title guarantee and free and clear of all Encumbrances and with all rights attached or accruing to them at Completion. 2.2 The Seller and the Parent covenant with the Purchaser that the Seller has the right to transfer legal and beneficial title to the Shares. 2.3 The total consideration for the sale of the Shares shall be: (a) US$25 billion payable in cash to the Seller at Completion (the “Cash Consideration”); (b) a number of Purchaser Ordinary Shares calculated in accordance with clause 2.4 to be allotted and issued credited as fully paid to the Seller at Completion (the “Consideration Shares”); (c) US$3 billion in aggregate nominal value of Mandatory Convertible Securities to be issued to and subscribed for by the Seller at Completion; and (d) US$2 billion in aggregate nominal value of Purchaser Preferred Securities to be allotted and issued to and subscribed for by the Seller at Completion, in each case to be paid or delivered by the Purchaser at Completion in accordance with the provisions of Schedule 3 (Completion Arrangements) (the “Purchase Price”). 2.4 Subject as set out below, the number of Purchaser Ordinary Shares referred to in clause 2.3(b) shall be such whole number as most nearly represents 11.3 per cent (the “Relevant Percentage”) of the issued ordinary share capital of the Purchaser immediately following Completion. The Relevant Percentage has been calculated by expressing as a percentage the result of dividing the notional Sterling value of the Consideration Shares (being £3.613 billion) (the “Consideration Shares Value”) by the sum of: (w) £15.257 billion, being the market capitalisation in Sterling of Prudential as at close of trading on the trading day immediately prior to the date of this agreement, (x) less the value of the final dividend which is £0.343 billion, (y) plus £13.465 billion, being the expected gross proceeds in Sterling of the Rights Issue (the “Expected Xxxxxxxx Xxxxx Proceeds”) and (z) plus the Consideration Shares Value. In the event that the actual Xxxxxxxx xxxxx proceeds of the Rights Issue (the “Actual Xxxxxxxx Xxxxx Proceeds”) differ from the Expected Xxxxxxxx Xxxxx Proceeds, the Relevant Percentage shall be re-calculated as described above on the basis that the value to be inserted at (y) shall be the Actual Xxxxxxxx Xxxxx Proceeds rather than the Expected Xxxxxxxx Xxxxx Proceeds. 2.5 Save for the terms set out in Schedules 5 and 6 applicable to the Mandatory Convertible Securities and the Purchaser Preferred Securities respectively, the Mandatory Convertible Securities and Purchaser Preferred Securities shall be issued subject to, and with the benefit of, trust deeds and agency agreements with all other terms customary for listed securities of that type issued by issuers incorporated in England and with English law as their governing law. 2.6 If the Purchaser would be unable to receive the desired regulatory capital treatment of Innovative Tier 1 and/or the desired equity credit of 100% from Standard & Poor’s, 100% from Xxxxx’x and 100% from Fitch for the Mandatory Convertible Securities as at or with effect from the Completion Date, both parties agree to enter into good faith negotiations with the aim of modifying the terms of the Mandatory Convertible Securities so that the desired regulatory capital treatment or equity credit can be achieved, provided that neither party shall be obliged to agree to any such terms that are less favourable than the Terms and Conditions of the Mandatory Convertible Securities. For the avoidance of doubt, this provision shall not allow the Purchaser to enter into negotiations with the Parent to modify the terms of the Mandatory Convertible Securities after the Completion Date (otherwise than in accordance with the Terms and Conditions of the Mandatory Convertible Securities).

Sale and Purchase of the Shares. 2.1 On the terms of this agreement Agreement and subject to the Conditions, at Completion the Seller shall sell, and the Purchaser shall purchase, at the Shares with full title guarantee and Completion, the Shares, free and clear of all Encumbrances and with all rights attached or accruing to them at the Completion. 2.2 The Seller and the Parent covenant with AerCap and the Purchaser that the Seller has the right to transfer legal and beneficial title to the Shares. The Purchaser and AerCap covenant with the Seller and Parent that AerCap has the right to issue the Stock Consideration to Seller. 2.3 The total consideration for the sale of the Shares shall be: be (ai) (x) US$25 billion payable 3,000,000,000 less the amount of (y) the Special Distribution (excluding the portion of the Special Distribution set forth in cash to the Seller at Completion clause 2.3(ii)(B)), without interest (the “Cash Consideration”); ) and (bii) a number of Purchaser 97,560,976 AerCap Ordinary Shares calculated in accordance (the “Stock Consideration” and, together with clause 2.4 to be allotted and issued credited as fully paid the Cash Consideration, the “Purchase Price”) payable to the Seller by AerCap at Completion (the “Consideration Shares”); (c) US$3 billion in aggregate nominal value of Mandatory Convertible Securities to be issued to and subscribed for by the Seller at Completion; and (d) US$2 billion in aggregate nominal value of Purchaser Preferred Securities to be allotted and issued to and subscribed for by the Seller at Completion, in each case to be paid or delivered by the Purchaser at Completion in accordance with the provisions of Schedule 3 3. Prior to the Completion, subject to applicable Law, the Company shall declare a cash distribution in the aggregate amount of (Completion ArrangementsA) $600,000,000 plus (B) €1,000,000, in cash (the “Purchase PriceSpecial Distribution”) to Seller, which Special Distribution will be payable at the Completion. Clause 30 shall not apply to the payment in the foregoing subclause (B), which amount shall be paid in Euro. 2.4 Subject The Stock Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities of a Subsidiary of AerCap or of securities convertible into AerCap Ordinary Shares), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to AerCap Ordinary Shares with a record date occurring on or after the date hereof and prior to the Completion Date. 2.5 Except as set out belowotherwise provided herein, the number of Purchaser Ordinary Shares referred to in clause 2.3(b) shall be entitled to deduct and withhold (or cause to be deducted and withheld) from the consideration otherwise payable to the Seller pursuant to this Agreement such whole number amounts as most nearly represents 11.3 per cent it is required to deduct and withhold with respect to the making of such payment under applicable Tax Law. If any such withholding or deduction is imposed in a jurisdiction (other than the “Relevant Percentage”United States or any jurisdiction therein) as a result of the issued ordinary share capital a present or former connection of the Purchaser immediately following Completion. The Relevant Percentage has been calculated by expressing as a percentage the result of dividing the notional Sterling value (including of the Consideration Shares Purchaser’s beneficial owners) to such jurisdiction (being £3.613 billion) other than any connection arising solely from the Transaction Agreements or the transactions contemplated therein), the Purchaser shall increase the amount of the payment by an amount necessary such that the Seller receives (the “Consideration Shares Value”) taking into account any Tax benefit actually realized by the sum of: (wSeller from such deduction or withholding) £15.257 billion, being the market capitalisation in Sterling of Prudential as at close of trading on the trading day immediately prior to the date of this agreement, (x) less the value of the final dividend which is £0.343 billion, (y) plus £13.465 billion, being the expected gross proceeds in Sterling of the Rights Issue (the “Expected Xxxxxxxx Xxxxx Proceeds”) amount it would have received had no such deduction and (z) plus the Consideration Shares Valuewithholding been required. In the event that the actual Xxxxxxxx xxxxx proceeds of the Rights Issue (the “Actual Xxxxxxxx Xxxxx Proceeds”) differ from the Expected Xxxxxxxx Xxxxx Proceeds, the Relevant Percentage shall be re-calculated as described above on the basis that the value to be inserted at (y) shall be the Actual Xxxxxxxx Xxxxx Proceeds rather than the Expected Xxxxxxxx Xxxxx Proceeds. 2.5 Save for the terms set out in Schedules 5 and 6 applicable to the Mandatory Convertible Securities and the Purchaser Preferred Securities respectively, the Mandatory Convertible Securities and Purchaser Preferred Securities shall be issued subject to, and with the benefit of, trust deeds and agency agreements with all other terms customary for listed securities of that type issued by issuers incorporated in England and with English law as their governing law. 2.6 If the Purchaser would withholds or deducts (or causes to be unable withheld or deducted) any amounts not subject to receive the desired regulatory capital treatment payment of Innovative Tier 1 and/or an increased amount pursuant to the desired equity credit foregoing sentence, such amounts shall be treated for all purposes of 100% from Standard & Poor’s, 100% from Xxxxx’x this Agreement as having been paid to the Person in respect of which such deduction and 100% from Fitch for withholding was made; provided that the Mandatory Convertible Securities as Purchaser shall inform the Seller at least five (5) Business Days in advance of any such withholding or with effect from the Completion Date, both parties agree to enter into good faith negotiations deduction and shall cooperate with the aim of modifying the terms of the Mandatory Convertible Securities so that the desired regulatory capital treatment Seller to take commercially reasonable steps to reduce or equity credit can be achieved, provided that neither party shall be obliged to agree to any eliminate such terms that are less favourable than the Terms and Conditions of the Mandatory Convertible Securities. For the avoidance of doubt, this provision shall not allow the Purchaser to enter into negotiations with the Parent to modify the terms of the Mandatory Convertible Securities after the Completion Date (otherwise than in accordance with the Terms and Conditions of the Mandatory Convertible Securities)withholding or deduction.

Sale and Purchase of the Shares. 2.1 On 3.1 Each of the terms of this agreement and subject to ODL Shareholders shall sell the Conditions, at Completion the Seller shall sell, and the Purchaser shall purchase, the Indirect Sale Shares with full title guarantee and the C-Corp Sellers shall buy the Indirect Sale Shares on the terms and subject to the conditions of this Agreement. 3.2 Each of the ODL Shareholders shall sell the Direct Sale Shares with full title guarantee and the Buyer shall buy the Direct Sale Shares on the terms and subject to the conditions of this Agreement. 3.3 Conditionally on the sale of the Indirect Sale Shares pursuant to clause 3.1, the C-Corp Sellers shall sell all of the Indirect Sale Shares acquired by it with full title guarantee and the Buyer shall buy the Indirect Sale Shares on the terms and subject to the conditions of this Agreement. 3.4 In so far as they are able each of the ODL Sellers shall (i) procure that the debt-to-equity ratio of each of the C-Corp Sellers, determined by reference to the C-Corp Consideration Shares and the C-Corp Consideration Loan Notes shall not exceed 70:30 at the time the C-Corp Consideration Loan Notes are issued in accordance with clause 5, and (ii) shall not incur any financial indebtedness other than the C-Corp Consideration Loan Notes. 3.5 The Shares shall be sold free and clear of from all Encumbrances and with all rights now or hereafter becoming attached or accruing to them at Completionthem. 2.2 The Seller 3.6 Each of the ODL Sellers irrevocably waives all rights of pre-emption and other restrictions on the Parent covenant with the Purchaser that the Seller has the right to transfer legal and beneficial title to the Shares. 2.3 The total consideration for the sale of the Shares conferred on such ODL Sellers arising under the articles of association of the Company, any shareholders’ agreement or otherwise. 3.7 The Buyer shall be: (a) US$25 billion payable in cash not be obliged to complete the Seller at Completion (sale and purchase of any of the “Cash Consideration”); (b) a number Shares unless the sale and purchase of Purchaser Ordinary all of the Shares calculated is completed in accordance with clause 2.4 to be allotted and issued credited as fully paid to the Seller at Completion (the “Consideration Shares”); (c) US$3 billion in aggregate nominal value of Mandatory Convertible Securities to be issued to and subscribed for by the Seller at Completion; and (d) US$2 billion in aggregate nominal value of Purchaser Preferred Securities to be allotted and issued to and subscribed for by the Seller at Completion, in each case to be paid or delivered by the Purchaser at Completion in accordance with the provisions of Schedule 3 (Completion Arrangements) (the “Purchase Price”)this Agreement. 2.4 Subject as set out below, the number of Purchaser Ordinary Shares referred to in clause 2.3(b) shall be such whole number as most nearly represents 11.3 per cent (the “Relevant Percentage”) of the issued ordinary share capital of the Purchaser immediately following Completion. The Relevant Percentage has been calculated by expressing as a percentage the result of dividing the notional Sterling value of the Consideration Shares (being £3.613 billion) (the “Consideration Shares Value”) by the sum of: (w) £15.257 billion, being the market capitalisation in Sterling of Prudential as at close of trading on the trading day immediately prior to the date of this agreement, (x) less the value of the final dividend which is £0.343 billion, (y) plus £13.465 billion, being the expected gross proceeds in Sterling of the Rights Issue (the “Expected Xxxxxxxx Xxxxx Proceeds”) and (z) plus the Consideration Shares Value. In the event that the actual Xxxxxxxx xxxxx proceeds of the Rights Issue (the “Actual Xxxxxxxx Xxxxx Proceeds”) differ from the Expected Xxxxxxxx Xxxxx Proceeds, the Relevant Percentage shall be re-calculated as described above on the basis that the value to be inserted at (y) shall be the Actual Xxxxxxxx Xxxxx Proceeds rather than the Expected Xxxxxxxx Xxxxx Proceeds. 2.5 Save for the terms set out in Schedules 5 and 6 applicable to the Mandatory Convertible Securities and the Purchaser Preferred Securities respectively, the Mandatory Convertible Securities and Purchaser Preferred Securities shall be issued subject to, and with the benefit of, trust deeds and agency agreements with all other terms customary for listed securities of that type issued by issuers incorporated in England and with English law as their governing law. 2.6 If the Purchaser would be unable to receive the desired regulatory capital treatment of Innovative Tier 1 and/or the desired equity credit of 100% from Standard & Poor’s, 100% from Xxxxx’x and 100% from Fitch for the Mandatory Convertible Securities as at or with effect from the Completion Date, both parties agree to enter into good faith negotiations with the aim of modifying the terms of the Mandatory Convertible Securities so that the desired regulatory capital treatment or equity credit can be achieved, provided that neither party shall be obliged to agree to any such terms that are less favourable than the Terms and Conditions of the Mandatory Convertible Securities. For the avoidance of doubt, this provision shall not allow the Purchaser to enter into negotiations with the Parent to modify the terms of the Mandatory Convertible Securities after the Completion Date (otherwise than in accordance with the Terms and Conditions of the Mandatory Convertible Securities).

Sale and Purchase of the Shares. 2.1 On Upon the terms of this agreement and subject to the Conditionsconditions herein contained, at Completion the Seller shall sellCompany agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Company, at the Closing (as defined in Section 3), 480,544 Common Shares, which number shall purchasebe adjusted at Closing, if necessary so that the number of Common Shares with full title guarantee and free and clear to be purchased hereunder shall represent an aggregate of 1.25% of the Company’s fully-diluted outstanding Common Stock (including the exercise or conversion of all Encumbrances and with all rights attached securities exercisable for or accruing to them at Completion. 2.2 The Seller convertible into Common Shares) following the closing of the Merger and the Parent covenant with the Purchaser that the Seller has the right to transfer legal and beneficial title to the Shares. 2.3 The total consideration for the sale issuance of the Common Shares shall be: (a) US$25 billion payable in cash to the Seller at Completion (the “Cash Consideration”); (b) a number of Purchaser Ordinary Shares hereunder, calculated in accordance with clause 2.4 to be allotted Annex A, and issued credited as fully paid to the Seller at Completion 1,500,000 Preferred Shares in exchange for payment of an aggregate purchase price of $37,500,000 (the “Consideration Shares”); (c) US$3 billion in aggregate nominal value of Mandatory Convertible Securities to be issued to and subscribed for by the Seller at Completion; and (d) US$2 billion in aggregate nominal value of Purchaser Preferred Securities to be allotted and issued to and subscribed for by the Seller at Completion, in each case to be paid or delivered by the Purchaser at Completion in accordance with the provisions of Schedule 3 (Completion Arrangements) (the “Total Purchase Price”). 2.4 Subject as set out below, the number of Purchaser Ordinary Shares referred to in clause 2.3(b) shall be such whole number as most nearly represents 11.3 per cent (the “Relevant Percentage”) of the issued ordinary share capital of the Purchaser immediately following Completion. The Relevant Percentage has been calculated by expressing as a percentage the result of dividing the notional Sterling value of the Consideration Shares (being £3.613 billion) (the “Consideration Shares Value”) by the sum of: (w) £15.257 billion, being the market capitalisation in Sterling of Prudential as at close of trading on the trading day immediately At or prior to the date Closing, the Purchaser will pay the Total Purchase Price by wire transfer of this agreementimmediately available funds in accordance with wire instructions provided by the Company to the Purchaser prior to the Closing, (x) less the value provided, that an amount of the final dividend which is £0.343 billion, Total Purchase Price equal to the Escrow Fund (yas defined below) plus £13.465 billion, being shall not be paid to the expected gross proceeds in Sterling of Company at the Rights Issue (the “Expected Xxxxxxxx Xxxxx Proceeds”) and (z) plus the Consideration Shares Value. In the event that the actual Xxxxxxxx xxxxx proceeds of the Rights Issue (the “Actual Xxxxxxxx Xxxxx Proceeds”) differ from the Expected Xxxxxxxx Xxxxx Proceeds, the Relevant Percentage Closing but shall be re-calculated delivered to the Escrow Agent (as described above on the basis that the value defined below) to be inserted at (y) shall be the Actual Xxxxxxxx Xxxxx Proceeds rather than the Expected Xxxxxxxx Xxxxx Proceeds. 2.5 Save for the terms set out in Schedules 5 and 6 applicable held pursuant to the Mandatory Convertible Securities and the Purchaser Preferred Securities respectively, the Mandatory Convertible Securities and Purchaser Preferred Securities shall be issued subject to, and with the benefit of, trust deeds and agency agreements with all other terms customary for listed securities of that type issued by issuers incorporated in England and with English law as their governing law. 2.6 If the Purchaser would be unable to receive the desired regulatory capital treatment of Innovative Tier 1 and/or the desired equity credit of 100% from Standard & Poor’s, 100% from Xxxxx’x and 100% from Fitch for the Mandatory Convertible Securities as at or with effect from the Completion Date, both parties agree to enter into good faith negotiations with the aim of modifying the terms of the Mandatory Convertible Securities so that Escrow Agreement (as defined below). At or prior to the desired regulatory capital treatment or equity credit can be achievedClosing, provided that neither party shall be obliged the Company will instruct its transfer agent to agree deliver to any such terms that are less favourable than the Terms Purchaser evidence of a book entry position evidencing the Common Shares and Conditions Preferred Stock purchased by the Purchaser hereunder, registered in the name of the Mandatory Convertible Securities. For the avoidance of doubtPurchaser, this provision shall not allow or in such nominee name(s) as designated by the Purchaser on the signature page to enter into negotiations with the Parent to modify the terms of the Mandatory Convertible Securities after the Completion Date (otherwise than in accordance with the Terms and Conditions of the Mandatory Convertible Securities)this Agreement.

Sale and Purchase of the Shares. 2.1 On 2.01 Upon the terms of this agreement and subject to the Conditionsconditions herein contained, at Completion the Seller shall sellCompany agrees to sell to each Purchaser, and each Purchaser agrees to purchase from the Purchaser shall purchaseCompany at the Closing, that number of Shares equal to the Shares with full title guarantee and free and clear aggregate dollar amount set forth opposite such Purchaser’s name on Schedule I hereto (the “Schedule of all Encumbrances and with all rights attached or accruing Purchasers”) divided by the per share price to them at Completion. 2.2 The Seller and the Parent covenant public in the Public Offering (the “Public Offering Price”), as set forth on the cover page of the final prospectus supplement to the Existing Registration Statement (the “Public Offering Prospectus”), filed by the Company with the Purchaser United States Securities and Exchange Commission (the “Commission”) in connection with the Public Offering; provided, however, that the Seller has the right to transfer legal and beneficial title to the Shares. 2.3 The total consideration for the sale of the Shares shall be: (a) US$25 billion payable in cash to the Seller at Completion (the “Cash Consideration”); no fractional number of Shares shall be sold hereunder, (b) a any fractional number of Shares shall be rounded down to the nearest whole number of Shares and (c) the Aggregate Purchase Price (as defined below) will be reduced by the value of any fractional share (as calculated on the basis of the Public Offering Price). The purchase price to be paid by each Purchaser, as set forth on Schedule I, shall be referred to as the “Aggregate Purchase Price.” Each Purchaser Ordinary shall severally, and not jointly, be liable for only the purchase of Shares calculated in accordance with clause 2.4 to be allotted this Section 2.01 and issued credited as fully paid to not for the Seller at Completion (the “Consideration Shares”); (c) US$3 billion in aggregate nominal value purchase of Mandatory Convertible Securities to be issued to and subscribed Shares so calculated for by the Seller at Completion; and (d) US$2 billion in aggregate nominal value of Purchaser Preferred Securities to be allotted and issued to and subscribed for by the Seller at Completion, in any other Purchaser. The Company’s agreement with each case to be paid or delivered by the Purchaser at Completion in accordance with the provisions of Schedule 3 (Completion Arrangements) (the “Purchase Price”). 2.4 Subject as set out below, the number of Purchaser Ordinary Shares referred to in clause 2.3(b) shall be such whole number as most nearly represents 11.3 per cent (the “Relevant Percentage”) of the issued ordinary share capital Purchasers is a separate agreement and the sale of Shares to each of the Purchaser immediately following CompletionPurchasers is a separate sale. The Relevant Percentage has been calculated obligations of each Purchaser hereunder are expressly not conditioned on the purchase by expressing as a percentage the result of dividing the notional Sterling value any or all of the Consideration Shares (being £3.613 billion) (the “Consideration Shares Value”) by the sum of: (w) £15.257 billion, being the market capitalisation in Sterling of Prudential as at close of trading on the trading day immediately prior to the date of this agreement, (x) less the value other Purchasers of the final dividend which is £0.343 billion, (y) plus £13.465 billion, being the expected gross proceeds in Sterling of the Rights Issue (the “Expected Xxxxxxxx Xxxxx Proceeds”) and (z) plus the Consideration Shares Value. In the event that the actual Xxxxxxxx xxxxx proceeds of the Rights Issue (the “Actual Xxxxxxxx Xxxxx Proceeds”) differ from the Expected Xxxxxxxx Xxxxx Proceeds, the Relevant Percentage shall be re-calculated as described above on the basis that the value such other Purchasers have agreed to be inserted at (y) shall be the Actual Xxxxxxxx Xxxxx Proceeds rather than the Expected Xxxxxxxx Xxxxx Proceedspurchase. 2.5 Save for the terms set out in Schedules 5 and 6 applicable to the Mandatory Convertible Securities and the Purchaser Preferred Securities respectively, the Mandatory Convertible Securities and Purchaser Preferred Securities shall be issued subject to, and with the benefit of, trust deeds and agency agreements with all other terms customary for listed securities of that type issued by issuers incorporated in England and with English law as their governing law. 2.6 If the Purchaser would be unable to receive the desired regulatory capital treatment of Innovative Tier 1 and/or the desired equity credit of 100% from Standard & Poor’s, 100% from Xxxxx’x and 100% from Fitch for the Mandatory Convertible Securities as at or with effect from the Completion Date, both parties agree to enter into good faith negotiations with the aim of modifying the terms of the Mandatory Convertible Securities so that the desired regulatory capital treatment or equity credit can be achieved, provided that neither party shall be obliged to agree to any such terms that are less favourable than the Terms and Conditions of the Mandatory Convertible Securities. For the avoidance of doubt, this provision shall not allow the Purchaser to enter into negotiations with the Parent to modify the terms of the Mandatory Convertible Securities after the Completion Date (otherwise than in accordance with the Terms and Conditions of the Mandatory Convertible Securities).

Sale and Purchase of the Shares. 2.1 (a) On the terms basis of this agreement the representations, warranties and agreements of the Company contained in, and subject to the Conditionsterms and conditions of, at Completion this Agreement, the Seller shall sellCompany agrees to issue and sell to the Underwriter, and the Purchaser shall purchaseUnderwriter agrees to purchase the Firm Shares at a purchase price of $9.30 per Share, except as set forth in Section 1(b) below. (b) On the basis of the representations, warranties and agreements of the Company contained in, and subject to the terms and conditions of, this Agreement, and pursuant to directions from the Company, the Underwriter will offer to sell to each of the persons named in a list provided by the Company to the Underwriter (who may purchase alone or with family members to the extent permitted by the Free-Riding and Withholding Interpretation (the "INTERPRETATION") under the Rules of Fair Practice of the National Association of Securities Dealers, Inc. (the "NASD")) the number of Shares set forth opposite their respective names. To the extent such persons (alone or with full title guarantee such family members) offer to buy such Shares, the Underwriter agrees to purchase up to 300,000 of such Shares at a purchase price of $10.00 per Share. The purchase price for such Shares over 300,000 shall be as set forth in Section 1(b) above. The parties agree that the securities purchased and free sold under this subparagraph to the Company's employees and clear directors shall constitute "issuer directed securities" under the Interpretation. The provisions of all Encumbrances and this Section 1(b) shall not affect the Underwriter's right, with all rights attached respect to persons who are not employees or accruing directors of the Company, to them at Completionwithdraw, cancel or modify orders or to reject orders in whole or in part. 2.2 The Seller (c) On the basis of the representations, warranties and agreements of the Parent covenant with the Purchaser that the Seller has the right to transfer legal Company contained in, and beneficial title subject to the Shares. 2.3 terms and conditions of, this Agreement, the Company grants to the Underwriter an option to purchase all or any part of the Optional Shares at a price per Share of $9.30. The total consideration for over-allotment option may be exercised only to cover over-allotments in the sale of the Firm Shares shall be: (a) US$25 billion payable in cash to the Seller at Completion (the “Cash Consideration”); (b) a number of Purchaser Ordinary Shares calculated in accordance with clause 2.4 to be allotted and issued credited as fully paid to the Seller at Completion (the “Consideration Shares”); (c) US$3 billion in aggregate nominal value of Mandatory Convertible Securities to be issued to and subscribed for by the Seller Underwriter and may be exercised in whole or in part at Completion; and any time or times on or before 12:00 noon, Detroit time, on the day before the Firm Shares Closing Date (d) US$as defined in Section 2 billion below), and only once at any time after that date and within 30 days after the Effective Date (as defined in aggregate nominal value of Purchaser Preferred Securities to be allotted and issued to and subscribed for by the Seller at CompletionSection 4 below), in each case upon written or transmitted facsimile notice, or verbal notice confirmed by transmitted facsimile, written or telegraphic notice, by Ronex & Xo. to be paid the Company no later than 12:00 noon, Detroit time, on the day before the Firm Shares Closing Date or delivered by at least three but not more than five full business days before the Purchaser at Completion Optional Shares Closing Date (as defined in accordance with Section 2 below), as the provisions of Schedule 3 (Completion Arrangements) (the “Purchase Price”). 2.4 Subject as set out belowcase may be, setting forth the number of Purchaser Ordinary Optional Shares referred to in clause 2.3(b) shall be such whole number as most nearly represents 11.3 per cent purchased and the time and date (if other than the “Relevant Percentage”Firm Shares Closing Date) of the issued ordinary share capital of the Purchaser immediately following Completion. The Relevant Percentage has been calculated by expressing as a percentage the result of dividing the notional Sterling value of the Consideration Shares (being £3.613 billion) (the “Consideration Shares Value”) by the sum of: (w) £15.257 billion, being the market capitalisation in Sterling of Prudential as at close of trading on the trading day immediately prior to the date of this agreement, (x) less the value of the final dividend which is £0.343 billion, (y) plus £13.465 billion, being the expected gross proceeds in Sterling of the Rights Issue (the “Expected Xxxxxxxx Xxxxx Proceeds”) and (z) plus the Consideration Shares Value. In the event that the actual Xxxxxxxx xxxxx proceeds of the Rights Issue (the “Actual Xxxxxxxx Xxxxx Proceeds”) differ from the Expected Xxxxxxxx Xxxxx Proceeds, the Relevant Percentage shall be re-calculated as described above on the basis that the value to be inserted at (y) shall be the Actual Xxxxxxxx Xxxxx Proceeds rather than the Expected Xxxxxxxx Xxxxx Proceedssuch purchase. 2.5 Save for the terms set out in Schedules 5 and 6 applicable to the Mandatory Convertible Securities and the Purchaser Preferred Securities respectively, the Mandatory Convertible Securities and Purchaser Preferred Securities shall be issued subject to, and with the benefit of, trust deeds and agency agreements with all other terms customary for listed securities of that type issued by issuers incorporated in England and with English law as their governing law. 2.6 If the Purchaser would be unable to receive the desired regulatory capital treatment of Innovative Tier 1 and/or the desired equity credit of 100% from Standard & Poor’s, 100% from Xxxxx’x and 100% from Fitch for the Mandatory Convertible Securities as at or with effect from the Completion Date, both parties agree to enter into good faith negotiations with the aim of modifying the terms of the Mandatory Convertible Securities so that the desired regulatory capital treatment or equity credit can be achieved, provided that neither party shall be obliged to agree to any such terms that are less favourable than the Terms and Conditions of the Mandatory Convertible Securities. For the avoidance of doubt, this provision shall not allow the Purchaser to enter into negotiations with the Parent to modify the terms of the Mandatory Convertible Securities after the Completion Date (otherwise than in accordance with the Terms and Conditions of the Mandatory Convertible Securities).

Sale and Purchase of the Shares. 2.1 On Subject to the terms and conditions of this agreement and subject to the ConditionsAgreement, at Completion the Seller shall sellClosing, the Company will issue and sell to each Purchaser, and each Purchaser will purchase and acquire from the Purchaser shall purchase, the Shares with full title guarantee and free and clear of all Encumbrances and with all rights attached or accruing to them at Completion. 2.2 The Seller and the Parent covenant with the Purchaser that the Seller has the right to transfer legal and beneficial title to the Shares. 2.3 The total consideration Company for the sale of the Shares shall be: (a) US$25 billion payable in cash to the Seller at Completion (the “Cash Consideration”); (b) a Purchase Price opposite such Purchaser’s name on Schedule 1 attached hereto, an aggregate number of Purchaser Ordinary Shares calculated in accordance with clause 2.4 to be allotted and issued credited as fully paid to opposite such Purchaser’s name on Schedule 1 attached hereto. Notwithstanding the Seller at Completion (the “Consideration Shares”); (c) US$3 billion in aggregate nominal value of Mandatory Convertible Securities to be issued to and subscribed for by the Seller at Completion; and (d) US$2 billion in aggregate nominal value of Purchaser Preferred Securities to be allotted and issued to and subscribed for by the Seller at Completionforegoing, in each case to be paid or delivered by the Purchaser at Completion in accordance with the provisions of Schedule 3 (Completion Arrangements) (the “Purchase Price”). 2.4 Subject as set out below, the number of Purchaser Ordinary Shares referred to in clause 2.3(b) shall be such whole number as most nearly represents 11.3 per cent (the “Relevant Percentage”) of the issued ordinary share capital of the Purchaser immediately following Completion. The Relevant Percentage has been calculated by expressing as a percentage the result of dividing the notional Sterling value of the Consideration Shares (being £3.613 billion) (the “Consideration Shares Value”) by the sum of: (w) £15.257 billion, being the market capitalisation in Sterling of Prudential as at close of trading on the trading day immediately prior to the Closing, upon written notice to the Company, the Bessemer Purchasers may reallocate the total number of shares set forth opposite the Bessemer Purchasers’ names on Schedule 1 attached hereto to any other Bessemer Purchaser or to any Affiliate of a Bessemer Purchaser (a “New Bessemer Entity”), provided that the total number of Shares purchased by all Bessemer Purchasers, including any New Bessemer Entity, equals the total number of shares set forth opposite the Bessemer Purchasers’ names on Schedule 1 attached hereto on the date of this agreement, (x) less the value of the final dividend which is £0.343 billion, (y) plus £13.465 billion, being the expected gross proceeds in Sterling of the Rights Issue (the “Expected Xxxxxxxx Xxxxx Proceeds”) and (z) plus the Consideration Shares Valuehereof. In the event that any Bessemer Purchaser reallocates the actual Xxxxxxxx xxxxx proceeds total number of shares set forth opposite the Rights Issue Bessemer Purchasers’ names on Schedule 1 to a New Bessemer Entity, such New Bessemer Entity shall execute and deliver (the a) a counterpart signature page to this Agreement and shall become a party hereto as a “Actual Xxxxxxxx Xxxxx Proceeds”Purchaser” and “Bessemer Purchaser” hereunder and (b) differ from the Expected Xxxxxxxx Xxxxx Proceeds, the Relevant Percentage shall be re-calculated as described above on the basis that the value to be inserted at (y) shall be the Actual Xxxxxxxx Xxxxx Proceeds rather than the Expected Xxxxxxxx Xxxxx Proceeds. 2.5 Save for the terms set out in Schedules 5 and 6 applicable a counterpart signature page to the Mandatory Convertible Securities Amended and the Purchaser Preferred Securities respectivelyRestated Registration Rights Agreement as contemplated by Section 5.01, the Mandatory Convertible Securities concurrently and Purchaser Preferred Securities shall be issued subject toin connection with such reallocation, and with the benefit of, trust deeds and agency agreements with all other terms customary for listed securities of that type issued by issuers incorporated in England and with English law as their governing law. 2.6 If the Purchaser would be unable to receive the desired regulatory capital treatment of Innovative Tier 1 and/or the desired equity credit of 100% from Standard & Poor’s, 100% from Xxxxx’x and 100% from Fitch for the Mandatory Convertible Securities as at or with effect from the Completion Date, both parties agree to enter into good faith negotiations with the aim of modifying the terms of the Mandatory Convertible Securities so that the desired regulatory capital treatment or equity credit can be achieved, provided that neither party shall be obliged to agree to any such terms that are less favourable than the Terms and Conditions of the Mandatory Convertible Securities. For the avoidance of doubt, this provision reallocation shall not allow relieve the existing Bessemer Purchaser to enter into negotiations with from its obligations hereunder until the Parent to modify the terms of the Mandatory Convertible Securities after the Completion Date (otherwise than New Bessemer Entity funds its Purchase Price and acquires its Shares in accordance with the Terms and Conditions terms of the Mandatory Convertible Securities)this Agreement.

Sale and Purchase of the Shares. 2.1 On Upon the terms of this agreement and subject to the Conditionsconditions herein contained, the Company agrees to sell to each Purchaser, and each Purchaser agrees to purchase from the Company, at Completion the Seller Closing (as defined in Section 3): (i) that number of Common Shares set forth opposite such Purchaser’s name on Schedule I hereto for the purchase price set forth opposite such Purchasers name, which amount represents the number of Common Shares purchased by such Purchaser multiplied by the price per Common Share of $5.86 and (ii) that number of Preferred Shares set forth opposite such Purchaser’s name on Schedule I hereto for the purchase price set forth opposite such Purchasers name, which amount represents the number of Preferred Shares purchased by such Purchaser multiplied by the Stated Value (as defined herein) The aggregate price paid by all Purchasers, as set forth on Schedule I, shall sellbe referred to as the “Total Purchase Price.” At or prior to the Closing, each Purchaser will pay the aggregate purchase price set forth opposite such Purchaser’s name on Schedule I under the column “Total Purchase Price” by wire transfer of immediately available funds in accordance with wire instructions provided by the Company to the Purchasers prior to the Closing. On or before the Closing, the Company will instruct its transfer agent to deliver stock certificates to the Purchasers representing the Common Shares and the Preferred Shares set forth on Schedule I against delivery of the Total Purchase Price. The foregoing notwithstanding, if the Purchaser has indicated to the Company at the time of execution of this Agreement a need to settle “delivery versus payment”, the Company shall deliver to such Purchaser or such Purchaser’s designated custodian the original stock certificates on or prior to the Closing and, upon receipt the Purchaser shall purchase, wire the Shares with full title guarantee and free and clear of all Encumbrances and with all rights attached or accruing to them at Completion. 2.2 The Seller and Total Purchase Price as provided in the Parent covenant with the Purchaser that the Seller has the right to transfer legal and beneficial title to the Shares. 2.3 The total consideration for the sale of the Shares shall be: (a) US$25 billion payable in cash to the Seller at Completion (the “Cash Consideration”); (b) a number of Purchaser Ordinary Shares calculated in accordance with clause 2.4 to be allotted and issued credited as fully paid to the Seller at Completion (the “Consideration Shares”); (c) US$3 billion in aggregate nominal value of Mandatory Convertible Securities to be issued to and subscribed for by the Seller at Completion; and (d) US$2 billion in aggregate nominal value of Purchaser Preferred Securities to be allotted and issued to and subscribed for by the Seller at Completion, in each case to be paid or delivered by the Purchaser at Completion in accordance with the provisions of Schedule 3 (Completion Arrangements) (the “Purchase Price”). 2.4 Subject as set out below, the number of Purchaser Ordinary Shares referred to in clause 2.3(b) shall be such whole number as most nearly represents 11.3 per cent (the “Relevant Percentage”) of the issued ordinary share capital of the Purchaser immediately following Completion. The Relevant Percentage has been calculated by expressing as a percentage the result of dividing the notional Sterling value of the Consideration Shares (being £3.613 billion) (the “Consideration Shares Value”) by the sum of: (w) £15.257 billion, being the market capitalisation in Sterling of Prudential as at close of trading on the trading day immediately prior to the date third sentence of this agreement, (x) less the value of the final dividend which is £0.343 billion, (y) plus £13.465 billion, being the expected gross proceeds in Sterling of the Rights Issue (the “Expected Xxxxxxxx Xxxxx Proceeds”) and (z) plus the Consideration Shares Value. In the event that the actual Xxxxxxxx xxxxx proceeds of the Rights Issue (the “Actual Xxxxxxxx Xxxxx Proceeds”) differ from the Expected Xxxxxxxx Xxxxx Proceeds, the Relevant Percentage shall be re-calculated as described above on the basis that the value to be inserted at (y) shall be the Actual Xxxxxxxx Xxxxx Proceeds rather than the Expected Xxxxxxxx Xxxxx ProceedsSection 2. 2.5 Save for the terms set out in Schedules 5 and 6 applicable to the Mandatory Convertible Securities and the Purchaser Preferred Securities respectively, the Mandatory Convertible Securities and Purchaser Preferred Securities shall be issued subject to, and with the benefit of, trust deeds and agency agreements with all other terms customary for listed securities of that type issued by issuers incorporated in England and with English law as their governing law. 2.6 If the Purchaser would be unable to receive the desired regulatory capital treatment of Innovative Tier 1 and/or the desired equity credit of 100% from Standard & Poor’s, 100% from Xxxxx’x and 100% from Fitch for the Mandatory Convertible Securities as at or with effect from the Completion Date, both parties agree to enter into good faith negotiations with the aim of modifying the terms of the Mandatory Convertible Securities so that the desired regulatory capital treatment or equity credit can be achieved, provided that neither party shall be obliged to agree to any such terms that are less favourable than the Terms and Conditions of the Mandatory Convertible Securities. For the avoidance of doubt, this provision shall not allow the Purchaser to enter into negotiations with the Parent to modify the terms of the Mandatory Convertible Securities after the Completion Date (otherwise than in accordance with the Terms and Conditions of the Mandatory Convertible Securities).

Sale and Purchase of the Shares. 2.1 On (a) Upon the terms of this agreement and subject to the Conditionsconditions set forth in this Agreement, at Completion the Closing, each Seller shall sell, transfer, convey, assign and deliver to Buyer (or to a designee of Buyer), and Buyer (or a designee of a Buyer) shall purchase and acquire from each Seller, all of the Purchaser shall purchaserights, title and interest in, to and under the Shares with full title guarantee owned by such Seller as set forth on Schedule A and Schedule B, as applicable, free and clear of all Encumbrances and with all rights attached or accruing to them at CompletionLiens. 2.2 The Seller and the Parent covenant with the Purchaser that the Seller has the right to transfer legal and beneficial title to the Shares. 2.3 The total consideration for the sale of the Shares shall be: (a) US$25 billion payable in cash to the Seller at Completion (the “Cash Consideration”); (b) a number In consideration for the sale, transfer, conveyance, assignment and delivery of Purchaser Ordinary the Shares calculated in accordance with clause 2.4 by the Share Sellers to be allotted Buyer and issued credited as fully paid for the cancellation of the Company Warrants and Company Phantom Shares, upon the terms and subject to the Seller at Completion conditions set forth in this Agreement, Buyer shall pay to the Sellers an aggregate amount in cash equal to (i) $1,075,000,000, plus (ii) the Assumed Interest Amount, plus (iii) Closing Date Cash minus (iv) the Closing Date Debt Obligation Amount, minus (v) any Transaction Expenses of the Company (whether incurred on its own behalf or on behalf of any Seller) that are not paid by the Company or the Sellers on or prior to the Closing (“Consideration SharesUnpaid Transaction Expenses”); , minus (cvi) US$3 billion in aggregate nominal value of Mandatory Convertible Securities to be issued to and subscribed for by the Seller at Completion; and (d) US$2 billion in aggregate nominal value of Purchaser Preferred Securities to be allotted and issued to and subscribed for by the Seller at Completion, in each case to be paid or delivered by the Purchaser at Completion in accordance with the provisions of Schedule 3 (Completion Arrangements) Aggregate Non-Delivered Consideration (the “Purchase Price” and the sum of items (i), (ii), (iii), (iv), and (v) the “Delivered Consideration”). 2.4 Subject as set out below, the number of Purchaser Ordinary Shares referred to in clause 2.3(b) shall be such whole number as most nearly represents 11.3 per cent (the “Relevant Percentage”) of the issued ordinary share capital of the Purchaser immediately following Completion. The Relevant Percentage has been calculated by expressing as a percentage “Closing Purchase Price” shall equal (i) the result Purchase Price, minus (ii) the Holdback Amount, plus (iii) the Working Capital Overage, if any, pursuant to Section 1.6 (Adjustment of dividing Purchase Price), minus (iv) the notional Sterling value Working Capital Underage, if any, pursuant to Section 1.6 (Adjustment of the Consideration Shares (being £3.613 billion) (the “Consideration Shares Value”) by the sum of: (w) £15.257 billion, being the market capitalisation in Sterling of Prudential as at close of trading on the trading day immediately prior to the date of this agreement, (x) less the value of the final dividend which is £0.343 billion, (y) plus £13.465 billion, being the expected gross proceeds in Sterling of the Rights Issue (the “Expected Xxxxxxxx Xxxxx Proceeds”) and (z) plus the Consideration Shares Value. In the event that the actual Xxxxxxxx xxxxx proceeds of the Rights Issue (the “Actual Xxxxxxxx Xxxxx Proceeds”) differ from the Expected Xxxxxxxx Xxxxx Proceeds, the Relevant Percentage shall be re-calculated as described above on the basis that the value to be inserted at (y) shall be the Actual Xxxxxxxx Xxxxx Proceeds rather than the Expected Xxxxxxxx Xxxxx Proceeds. 2.5 Save for the terms set out in Schedules 5 and 6 applicable to the Mandatory Convertible Securities and the Purchaser Preferred Securities respectively, the Mandatory Convertible Securities and Purchaser Preferred Securities shall be issued subject to, and with the benefit of, trust deeds and agency agreements with all other terms customary for listed securities of that type issued by issuers incorporated in England and with English law as their governing law. 2.6 If the Purchaser would be unable to receive the desired regulatory capital treatment of Innovative Tier 1 and/or the desired equity credit of 100% from Standard & Poor’s, 100% from Xxxxx’x and 100% from Fitch for the Mandatory Convertible Securities as at or with effect from the Completion Date, both parties agree to enter into good faith negotiations with the aim of modifying the terms of the Mandatory Convertible Securities so that the desired regulatory capital treatment or equity credit can be achieved, provided that neither party shall be obliged to agree to any such terms that are less favourable than the Terms and Conditions of the Mandatory Convertible Securities. For the avoidance of doubt, this provision shall not allow the Purchaser to enter into negotiations with the Parent to modify the terms of the Mandatory Convertible Securities after the Completion Date (otherwise than in accordance with the Terms and Conditions of the Mandatory Convertible SecuritiesPurchase Price).

Sale and Purchase of the Shares. 2.1 On The Vendors shall sell the terms of this agreement and subject Shares to the Conditions, at Completion the Seller shall sell, Purchaser and the Purchaser Purchaser, relying on the Warranties and the other obligations of the Warrantors under this agreement, shall purchase, purchase the Shares. 2.2 The Vendors shall sell the Shares with full title guarantee free from all liens, charges, encumbrances and free adverse claims (and clear of all Encumbrances and whether or not the Vendors know or could reasonably be expected to know about such matters) together with all rights attached now or accruing hereafter attaching to them at Completion. 2.2 The Seller and including all dividends declared or payable or distributions made or proposed on or after the Parent covenant with Balance Sheet Date (other than the Purchaser that the Seller has the right to transfer legal and beneficial title to the SharesPre- Sale Dividends). 2.3 The total consideration for Vendors irrevocably and unconditionally waive (and shall procure such a waiver by their nominee(s) of) all rights of pre-emption or other restrictions on transfer which they or such nominee(s) may have, whether under the sale Articles of Association of the Company or otherwise, in respect of the transfer to the Purchaser or its nominee(s) of the Shares or any of them and shall be: execute and deliver (aor procure the execution and delivery of) US$25 billion payable all such deeds of waiver in cash to the Seller at Completion (the “Cash Consideration”); (b) a number of Purchaser Ordinary Shares calculated in accordance with clause 2.4 to be allotted and issued credited respect thereof as fully paid to the Seller at Completion (the “Consideration Shares”); (c) US$3 billion in aggregate nominal value of Mandatory Convertible Securities to be issued to and subscribed for by the Seller at Completion; and (d) US$2 billion in aggregate nominal value of Purchaser Preferred Securities to be allotted and issued to and subscribed for by the Seller at Completion, in each case to be paid or delivered by the Purchaser at Completion may require. 2.4 The Purchaser shall not be obliged to complete the purchase of some only of the Shares unless the purchase of all the Shares is completed simultaneously in accordance with the provisions of Schedule 3 this agreement. 3.1 The aggregate consideration payable for the Shares shall be the Initial Consideration (Completion Arrangementsdescribed in clause 3.2) and the Subsequent Consideration (which shall be determined and satisfied in accordance with the “Purchase Price”sixth schedule subject to a maximum of (Pounds)2,000,000). 2.4 Subject 3.2 The Initial Consideration shall be the sum of (Pounds)6,020,000 which shall be satisfied by the issue at Completion to the Vendors of the First Loan Notes (accompanied by a Bank Guarantee in respect thereof duly executed by the Bank). 3.3 The Initial Consideration and the Subsequent Consideration shall be apportioned between the various Vendors in accordance with the first schedule. 3.4 Xx Xxxxxx has agreed to become a party to this agreement and to undertake the obligations imposed on him pursuant to it in consideration of: 3.4.1 the Purchaser and the Guarantor agreeing to become a party to this agreement at Xx Xxxxxx'x request; 3.4.2 the Purchaser undertaking to procure that the Company will enter into a service agreement in the Agreed Form with Xx Xxxxxx at Completion; and 3.4.3 the payment to Xx Xxxxxx of the sum of (Pounds)1 by the Purchaser, (the receipt of which he acknowledges). 4.1 Completion shall take place at the offices of the Purchaser's Solicitors immediately after the exchange of this agreement when the parties shall comply with their respective obligations as set out below, in this clause. 4.2 The Warrantors shall deliver to the number of Purchaser Ordinary Shares referred to in clause 2.3(b) shall be such whole number as most nearly represents 11.3 per cent or (at the “Relevant Percentage”) option of the issued ordinary Purchaser) to its nominee(s):- 4.2.1 duly executed share capital transfers in respect of the Shares in favour of the Purchaser immediately following Completion. The Relevant Percentage has or as it may direct, together with the relevant share certificates or other documents of title and any power of attorney or other authority under which such transfers have been calculated by expressing executed and an indemnity in such form as a percentage the result of dividing Purchaser shall require in relation to any missing certificates; 4.2.2 written resignations and releases executed as deeds in the notional Sterling value Agreed Form from all persons (other than any directors or secretaries remaining at the request of the Consideration Shares (being £3.613 billionPurchaser or appointed at the instance of the Purchaser) (the “Consideration Shares Value”) by the sum of: (w) £15.257 billionwho, being the market capitalisation in Sterling of Prudential as at close of trading on the trading day or immediately prior to Completion, may be directors or secretaries of the Company, resigning their offices and releasing the Company from all claims and rights of action existing at the date of this agreementagreement whether by way of compensation, (x) less remuneration, redundancy payments or otherwise; 4.2.3 the value of the final dividend which is £0.343 billion, (y) plus £13.465 billion, being the expected gross proceeds in Sterling of the Rights Issue (the “Expected Xxxxxxxx Xxxxx Proceeds”) and (z) plus the Consideration Shares Value. In the event that the actual Xxxxxxxx xxxxx proceeds of the Rights Issue (the “Actual Xxxxxxxx Xxxxx Proceeds”) differ from the Expected Xxxxxxxx Xxxxx Proceeds, the Relevant Percentage shall be re-calculated as described above on the basis that the value to be inserted at (y) shall be the Actual Xxxxxxxx Xxxxx Proceeds rather than the Expected Xxxxxxxx Xxxxx Proceeds. 2.5 Save for the terms set out in Schedules 5 and 6 applicable to the Mandatory Convertible Securities and the Purchaser Preferred Securities respectively, the Mandatory Convertible Securities and Purchaser Preferred Securities shall be issued subject to, and with the benefit of, trust deeds and agency agreements with all other terms customary for listed securities of that type issued by issuers incorporated in England and with English law as their governing law. 2.6 If the Purchaser would be unable to receive the desired regulatory capital treatment of Innovative Tier 1 and/or the desired equity credit of 100% from Standard & Poor’s, 100% from Xxxxx’x and 100% from Fitch for the Mandatory Convertible Securities as at or unqualified resignation with effect from the Completion Date, both parties agree to enter into good faith negotiations with the aim of modifying the terms of the Mandatory Convertible Securities so that the desired regulatory capital treatment or equity credit can be achieved, provided that neither party shall be obliged to agree to any such terms that are less favourable than the Terms and Conditions present Auditors as auditors of the Mandatory Convertible Securities. For the avoidance of doubt, this provision shall not allow the Purchaser to enter into negotiations with the Parent to modify the terms of the Mandatory Convertible Securities after the Completion Date (otherwise than Company by notice in accordance with the Terms and Conditions section 392 of the Mandatory Convertible Securities).Companies Act which shall contain a statement in accordance with section 394 of the Companies Act together with confirmation that they have no claims against the Company for unpaid fees or expenses; 4.2.4 the common seal, the certificate of incorporation and copies of the Memorandum and Articles of Association (containing copies of all such resolutions and agreements as are referred to in section 380 of the Companies Act) of the Company and the registers and books required by the Companies Act to be kept by it all of which shall be written up to date as at Completion; 4.2.5 all deeds and documents of title relating to the Properties (including all insurance policies, premium receipts, maintenance contracts and other documents relating to the Properties in the Company's possession or under its control) and certified copies of any documents being held by mortgagees; 4.2.6 a letter from the Warrantors specifying the whereabouts of any other documents, books and records of the Company which shall not be held at --- the Properties and directing the holders of them to deliver them up to the Purchaser's authorised representatives immediately upon request; 4.2.7 certificates or statements from each of the banks at which the Company maintain accounts of the amounts standing to the credit or debit of such accounts at the close of business on the second business day preceding Completion together with a list of all unpresented cheques and uncleared lodgements which upon presentation or clearance would be debited or credited to such accounts; 4.2.8 letters of release executed as deeds and such other evidence as the Purchaser may require of the irrevocable and unconditional release and discharge of the Company from all liabilities or obligations pursuant to any bonds, guarantees, indemnities, securities or obligations given or entered into by the Company to or in favour of any person in respect of any liabilities or obligations of the Warrantors; 4.2.9 a service agreement in the Agreed Form between the Company and Xx Xxxxxx signed by him; 4.2.10 powers of attorney in the Agreed Form in relation to the Shares duly executed by each Vendor; 4.2.11 the Tax Deed; 4.2.12 confirmation that the shareholders agreement dated 7 March 1996 between the Warrantors has been terminated and that the debenture securing the Vendor's

Sale and Purchase of the Shares. 2.1 On (a) Subject to the terms of this agreement and subject to the Conditionsconditions set forth herein, at Completion the Seller shall agrees to sell, and the Purchaser shall purchaseagrees to buy, the Shares at a price per Share equal to the Purchase Price. As payment in full for the Shares, the Purchaser shall (i) agree to provide for the payment of the Contingency Amount (as defined below); and (ii) wire transfer to an account designated by the Seller an amount equal to $27,408,609.12. (b) Simultaneously with full title guarantee the delivery of the Purchase Price, the Seller shall deliver, assign and convey to the Purchaser a certificate or certificates representing the Shares purchased by the Purchaser (together with appropriate stock powers) or provide for the transfer of any shares held in street name by means reasonably acceptable to Purchaser, free and clear of any and all Encumbrances and with all rights attached mortgages, liens, encumbrances, charges, claims, restrictions, pledges, security interests or accruing to them at Completionimpositions. 2.2 The Seller and the Parent covenant with the Purchaser that the Seller has the right to transfer legal and beneficial title to the Shares. 2.3 The total consideration for the sale of the Shares shall be: (a) US$25 billion payable in cash to the Seller at Completion (the “Cash Consideration”); (b) a number of Purchaser Ordinary Shares calculated in accordance with clause 2.4 to be allotted and issued credited as fully paid to the Seller at Completion (the “Consideration Shares”); (c) US$3 billion For purposes of this Agreement, the purchase price per Share (the "Purchase Price") shall equal the sum of (i) $60.413 in aggregate nominal value cash plus (ii) the right to receive after the Closing Date the Contingency Amount (as defined below), if any, divided by (x) the number of Mandatory Convertible Securities to be shares of Company Common Stock issued to and subscribed for by outstanding on the Seller at Completion; and date the Company is merged with the wholly owned subsidary of the Purchaser or (dy) US$2 billion in aggregate nominal value the number of Purchaser Preferred Securities to be allotted shares of Company Common Stock issued and issued to and subscribed for by outstanding on the Seller at Completiondate the payment becomes due, in each case if such merger does not occur. For purposes of this Agreement, the contingency amount (the "Contingency Amount") shall mean the amount to be paid or delivered by to the Purchaser at Completion shareholders of the Company and the Seller, pursuant to the Contingency Agreement in accordance with the provisions of Schedule 3 (Completion Arrangements) (form attached hereto as Exhibit A. If for any reason the “Purchase Price”). 2.4 Subject as set out below, merger between the number Company and a wholly-owned --------- Subsidiary of Purchaser Ordinary Shares referred does not occur, Purchaser will execute such documents as may be necessary to in clause 2.3(b) shall be such whole number as most nearly represents 11.3 per cent (the “Relevant Percentage”) convey to Seller its pro rata share of the issued ordinary share capital of the Purchaser immediately following Completion. The Relevant Percentage has been calculated by expressing as a percentage the result of dividing the notional Sterling value of the Consideration Shares (being £3.613 billion) (the “Consideration Shares Value”) by the sum of: (w) £15.257 billion, being the market capitalisation in Sterling of Prudential as at close of trading on the trading day immediately prior to the date of this agreement, (x) less the value of the final dividend which is £0.343 billion, (y) plus £13.465 billion, being the expected gross proceeds in Sterling of the Rights Issue (the “Expected Xxxxxxxx Xxxxx Proceeds”) and (z) plus the Consideration Shares Value. In the event that the actual Xxxxxxxx xxxxx proceeds of the Rights Issue (the “Actual Xxxxxxxx Xxxxx Proceeds”) differ from the Expected Xxxxxxxx Xxxxx Proceeds, the Relevant Percentage shall be re-calculated as described above on the basis that the value to be inserted at (y) shall be the Actual Xxxxxxxx Xxxxx Proceeds rather than the Expected Xxxxxxxx Xxxxx ProceedsContingency Amount. 2.5 Save for the terms set out in Schedules 5 and 6 applicable to the Mandatory Convertible Securities and the Purchaser Preferred Securities respectively, the Mandatory Convertible Securities and Purchaser Preferred Securities shall be issued subject to, and with the benefit of, trust deeds and agency agreements with all other terms customary for listed securities of that type issued by issuers incorporated in England and with English law as their governing law. 2.6 If the Purchaser would be unable to receive the desired regulatory capital treatment of Innovative Tier 1 and/or the desired equity credit of 100% from Standard & Poor’s, 100% from Xxxxx’x and 100% from Fitch for the Mandatory Convertible Securities as at or with effect from the Completion Date, both parties agree to enter into good faith negotiations with the aim of modifying the terms of the Mandatory Convertible Securities so that the desired regulatory capital treatment or equity credit can be achieved, provided that neither party shall be obliged to agree to any such terms that are less favourable than the Terms and Conditions of the Mandatory Convertible Securities. For the avoidance of doubt, this provision shall not allow the Purchaser to enter into negotiations with the Parent to modify the terms of the Mandatory Convertible Securities after the Completion Date (otherwise than in accordance with the Terms and Conditions of the Mandatory Convertible Securities).

Sale and Purchase of the Shares. 2.1 On 1.01 Subject to the terms and conditions of this agreement Agreement, at the closing provided for in Section 2.02 hereof (the "Closing"), each Stockholder will sell, transfer, assign and deliver or cause to be delivered the Shares to Purchaser, and Purchaser will purchase the Shares from each Stockholder. At Purchaser's written request, each Stockholder shall tender to Purchaser in the Offer his or her shares subject to the Conditions, at Completion the Seller shall sell, and the Purchaser shall purchase, the Shares with full title guarantee and free and clear of all Encumbrances and with all rights attached or accruing to them at Completionthis Agreement. 2.2 The Seller and the Parent covenant with the Purchaser that the Seller has the right to transfer legal and beneficial title 1.02 Subject to the Shares. 2.3 The total consideration terms and conditions of this Agreement, in reliance on the representations, warranties and agreements of each Stockholder contained herein and in full payment for the sale shares, Purchaser will deliver at the closing by wire transfer of immediately available funds to each Stockholder an aggregate amount equal to the Shares shall be: product of (aA) US$25 billion payable $7.00 in cash (or any higher price which may be paid pursuant to the Seller at Completion Offer) and (the “Cash Consideration”); (bB) a number of Purchaser Ordinary Shares calculated in accordance with clause 2.4 to be allotted and issued credited as fully paid to the Seller at Completion (the “Consideration Shares”); (c) US$3 billion in aggregate nominal value of Mandatory Convertible Securities to be issued to and subscribed for by the Seller at Completion; and (d) US$2 billion in aggregate nominal value of Purchaser Preferred Securities to be allotted and issued to and subscribed for by the Seller at Completion, in each case to be paid or delivered by the Purchaser at Completion in accordance with the provisions of Schedule 3 (Completion Arrangements) (the “Purchase Price”). 2.4 Subject as set out below, the number of Shares beneficially owned by such Stockholder (such product, the "Purchase Price"). At the Closing, each Stockholder will deliver, or cause to be delivered, to Purchaser Ordinary certificates representing the Shares referred duly endorsed to Purchaser or accompanied by stock powers duly executed by such Stockholder in clause 2.3(b) shall be such whole number as most nearly represents 11.3 per cent (the “Relevant Percentage”) of the issued ordinary share capital of the Purchaser immediately following Completion. The Relevant Percentage has been calculated by expressing as blank, together with a percentage the result of dividing the notional Sterling value of the Consideration Shares (being £3.613 billion) (the “Consideration Shares Value”) by the sum of: (w) £15.257 billion, being the market capitalisation in Sterling of Prudential as at close of trading on the trading day immediately prior to the date of this agreement, (x) less the value of the final dividend which is £0.343 billion, (y) plus £13.465 billion, being the expected gross proceeds in Sterling of the Rights Issue (the “Expected Xxxxxxxx Xxxxx Proceeds”) and (z) plus the Consideration Shares Valueduly executed Substitute Form W-9 or equivalent form for corporate entities. In the event that any Stockholder receives, on or after the actual Xxxxxxxx xxxxx proceeds date hereof, any dividend or distribution paid or distributed in respect of any Shares purchased hereunder at any time, such Stockholder shall pay, or cause to be paid, to Purchaser such dividend or distribution (and all dividends and distributions and amounts received in respect of any securities or other assets which are themselves payable pursuant to this sentence) upon either the Rights Issue (Closing or promptly following the “Actual Xxxxxxxx Xxxxx Proceeds”) differ receipt of any such dividend or distribution, whichever occurs last, it being understood that nothing in this sentence shall require such Stockholder to pay to Purchaser the Purchase Price received by it hereunder. In the event that, after the date hereof, any Stockholder shall become the beneficial owner of any shares of Common Stock in addition to the number of shares appearing opposite such Stockholder's name at the foot of this Agreement, such additional shares of Common Stock shall be deemed "Shares" subject to purchase and sale pursuant to this Agreement and subject to all terms and conditions of this Agreement. 1.03 The Purchaser shall be entitled to withhold from the Expected Xxxxxxxx Xxxxx ProceedsPurchase Price due to any Stockholder, and to pay to the Company, the Relevant Percentage shall be re-calculated as described above on amount of any indebtedness (plus accrued interest, the basis that the value to be inserted at (y"Indebtedness") shall be the Actual Xxxxxxxx Xxxxx Proceeds rather than the Expected Xxxxxxxx Xxxxx Proceeds. 2.5 Save for the terms set out in Schedules 5 and 6 applicable due from such stockholder to the Mandatory Convertible Securities and the Purchaser Preferred Securities respectively, the Mandatory Convertible Securities and Purchaser Preferred Securities shall be issued subject to, and with the benefit of, trust deeds and agency agreements with all other terms customary for listed securities Company. The amount of that type issued by issuers incorporated in England and with English law as their governing law. 2.6 If the Purchaser would be unable to receive the desired regulatory capital treatment of Innovative Tier 1 and/or the desired equity credit of 100% from Standard & Poor’s, 100% from Xxxxx’x and 100% from Fitch for the Mandatory Convertible Securities as at or with effect from the Completion Date, both parties agree to enter into good faith negotiations with the aim of modifying the terms of the Mandatory Convertible Securities so that the desired regulatory capital treatment or equity credit can be achieved, provided that neither party shall be obliged to agree to any such terms that are less favourable than the Terms and Conditions of the Mandatory Convertible Securities. For the avoidance of doubt, this provision shall not allow the Purchaser to enter into negotiations with the Parent to modify the terms of the Mandatory Convertible Securities after the Completion Date (otherwise than in accordance with the Terms and Conditions of the Mandatory Convertible Securities)Indebtedness is set forth on Annex I hereto.

Sale and Purchase of the Shares. 2.1 On 2.1. This Agreement sets out the terms of this agreement and subject conditions through which the Seller agrees to transfer and sell the Shares to the Conditions, at Completion the Seller shall sellPurchaser, and the Purchaser shall purchaseagrees to acquire from the Seller the Shares, along with all economic and political rights attached thereto, free from any Encumbrances except for any rights or obligations granted in favor of BP or any other parties which are set forth in the SHA, the Shares with full title guarantee and free and clear of all Encumbrances and with all rights attached or accruing to them at CompletionSDS SPA and/or in the Company’s by-laws. 2.2 The Seller and the Parent covenant with the Purchaser that the Seller has the right to transfer legal and beneficial title to the Shares. 2.3 The total consideration for the sale 2.2. Transfer of the Shares shall betake place as follows: (ai) US$25 billion payable in cash 74 Shares numbered 75 to the Seller at Completion 148 (both included) (the “Cash Consideration”); (b) a number of Purchaser Ordinary Shares calculated in accordance with clause 2.4 to be allotted and issued credited as fully paid to the Seller at Completion (the “Consideration Initial Shares”); (c) US$3 billion in aggregate nominal value shall be transferred upon notarization of Mandatory Convertible Securities to be issued to the SPA Deed and subscribed for receipt of the Initial Payment by the Seller at CompletionBP; and (dii) US$2 billion in aggregate nominal value of Purchaser Preferred Securities The remaining 73 Shares (i.e. numbered 149 to be allotted and issued to and subscribed for by the Seller at Completion221, in each case to be paid or delivered by the Purchaser at Completion in accordance with the provisions of Schedule 3 (Completion Arrangementsboth included) (the “Second Shares”) shall be transferred to the Purchaser with a title reservation (reserva de dominio) in favour of the Seller, which shall be released when BP receives the Second Payment in full and the SPA Deed is notarized. Accordingly, notwithstanding the execution of this Agreement and the SPA Deed, the Seller shall keep the full title and possession of the Second Shares until payment of the Second Payment by the Purchaser and, if the Purchaser fails to make the Second Payment pursuant to Clause 3.2 below the Seller and/or BP shall be entitled to either (i) require that the Purchaser makes the Second Payment, or (ii) if the Seller and BP determine that the Purchaser is unable to make such Second Payment, terminate this transaction in relation to all the Shares (in which case the Purchaser will return the relevant Shares to the Purchaser and the Seller will procure that BP will return the Purchase Price”Price effectively paid to BP on belalf of the Seller) or solely the Second Shares, and, in either case, claim the relevant Damages from the Purchaser. Additionally, if (a) the Purchaser fails to make the Second Payment, and (b) BP or the Seller elect only to terminate this Agreement in relation to the Second Shares, then the Purchaser agrees to carry out any actions or execute any documents that may be necessary for the Seller to be able to transfer such Second Shares to any other entity (including, but not limited to, to execute (a) the corresponding addendum to the SHA, and, where appropriate, (b) the relevant corporate resolutions in order to waive any preferential acquisition rights they may hold over such Second Shares). 2.4 Subject as set out below, 2.3. The consideration to be paid by the number of Purchaser Ordinary Shares referred to in clause 2.3(b) shall be such whole number as most nearly represents 11.3 per cent (for the “Relevant Percentage”) acquisition of the issued ordinary share capital of the Purchaser immediately following Completion. The Relevant Percentage has been calculated by expressing as a percentage the result of dividing the notional Sterling value of the Consideration Shares (being £3.613 billion) (the “Consideration Shares Value”) by the sum of: (w) £15.257 billion, being the market capitalisation in Sterling of Prudential as at close of trading on the trading day immediately prior to the date of this agreement, (x) less the value of the final dividend which is £0.343 billion, (y) plus £13.465 billion, being the expected gross proceeds in Sterling of the Rights Issue (the “Expected Xxxxxxxx Xxxxx Proceeds”) and (z) plus the Consideration Shares Value. In the event that the actual Xxxxxxxx xxxxx proceeds of the Rights Issue (the “Actual Xxxxxxxx Xxxxx Proceeds”) differ from the Expected Xxxxxxxx Xxxxx Proceeds, the Relevant Percentage shall be re-calculated as described above on the basis that the value to be inserted at (y) shall be the Actual Xxxxxxxx Xxxxx Proceeds rather than the Expected Xxxxxxxx Xxxxx Proceeds. 2.5 Save for the terms set out Purchase Price (as defined in Schedules 5 and 6 applicable to the Mandatory Convertible Securities and the Purchaser Preferred Securities respectively, the Mandatory Convertible Securities and Purchaser Preferred Securities shall be issued subject to, and with the benefit of, trust deeds and agency agreements with all other terms customary for listed securities of that type issued by issuers incorporated in England and with English law as their governing law. 2.6 If the Purchaser would be unable to receive the desired regulatory capital treatment of Innovative Tier 1 and/or the desired equity credit of 100% from Standard & Poor’s, 100% from Xxxxx’x and 100% from Fitch for the Mandatory Convertible Securities as at or with effect from the Completion Date, both parties agree to enter into good faith negotiations with the aim of modifying the terms of the Mandatory Convertible Securities so that the desired regulatory capital treatment or equity credit can be achieved, provided that neither party shall be obliged to agree to any such terms that are less favourable than the Terms and Conditions of the Mandatory Convertible Securities. For the avoidance of doubt, this provision shall not allow the Purchaser to enter into negotiations with the Parent to modify the terms of the Mandatory Convertible Securities after the Completion Date (otherwise than in accordance with the Terms and Conditions of the Mandatory Convertible SecuritiesClause 3 below).