0000005272-22-000027 Sample Contracts

INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT, GRANTBACK LICENSE AND AIG LICENSE
Intellectual Property Assignment Agreement • November 2nd, 2022 • American International Group, Inc. • Fire, marine & casualty insurance • Delaware

This INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT, GRANTBACK LICENSE AND AIG LICENSE (“Agreement”), effective as of the date of the Separation Agreement (the “Separation Agreement”), is made by and between American International Group, Inc. (“AIG”), a Delaware corporation, (“Seller”), on the one hand, and Corebridge Financial, Inc., a Delaware corporation (“Buyer”), on the other. As part of this Agreement, there will also be a GRANTBACK LICENSE between Buyer and Seller as well as an AIG LICENSE from Seller to Buyer for the AIG trademark and certain trademarks containing “AIG” together with other elements, as is detailed below.

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GRANTBACK LICENSE AGREEMENT
Grantback License Agreement • November 2nd, 2022 • American International Group, Inc. • Fire, marine & casualty insurance • New York

This Agreement is by and between Corebridge Financial, Inc., a Delaware corporation (“LICENSOR”) and American International Group, Inc., a Delaware corporation (“LICENSEE”). This Agreement is effective as of the Effective Date of the Separation Agreement entered into between the parties hereto.

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TRANSITION SERVICES AGREEMENT dated as of September 14, 2022 between American International Group, Inc. and Corebridge Financial, Inc.
Transition Services Agreement • November 2nd, 2022 • American International Group, Inc. • Fire, marine & casualty insurance

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated and effective as of September 14, 2022, is entered into by and between American International Group, Inc., a Delaware corporation (“AIG”), and Corebridge Financial, Inc., a Delaware corporation (the “Company”).

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REGISTRATION RIGHTS AGREEMENT by and between COREBRIDGE FINANCIAL, INC. AND AMERICAN INTERNATIONAL GROUP, INC. Dated as of September 14, 2022
Registration Rights Agreement • November 2nd, 2022 • American International Group, Inc. • Fire, marine & casualty insurance • Delaware

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 14, 2022, is by and between Corebridge Financial, Inc., a Delaware corporation (the “Company”) and American International Group, Inc., a Delaware corporation (“AIG”).

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SEPARATION AGREEMENT by and between AMERICAN INTERNATIONAL GROUP, INC. and COREBRIDGE FINANCIAL, INC. Dated as of September 14, 2022
Separation Agreement • November 2nd, 2022 • American International Group, Inc. • Fire, marine & casualty insurance • Delaware

This SEPARATION AGREEMENT, dated as of September 14, 2022 (this “Agreement”), is by and between American International Group, Inc., a Delaware corporation (“AIG”), and Corebridge Financial, Inc., a Delaware corporation (“Corebridge”) (each a “Party” and, collectively, the “Parties”).

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Corebridge Financial, Inc. 80,000,000 SHARES OF COMMON STOCK Underwriting Agreement
Underwriting Agreement • November 2nd, 2022 • American International Group, Inc. • Fire, marine & casualty insurance • New York
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TAX MATTERS AGREEMENT by and among American International Group, Inc. and Corebridge Financial, Inc. Dated as of September 14, 2022
Tax Matters Agreement • November 2nd, 2022 • American International Group, Inc. • Fire, marine & casualty insurance • Delaware

THIS TAX MATTERS AGREEMENT (this “Agreement”), dated as of September 14, 2022, is by and among American International Group, Inc. (“AIG”) and Corebridge Financial, Inc. (f/k/a SAFG Retirement Services, Inc.) (“Corebridge”). Each of AIG and Corebridge is sometimes referred to herein as a “Party” and, collectively, as the “Parties.” Capitalized terms used and not otherwise defined herein are used as defined in Section 1.01.

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EMPLOYEE MATTERS AGREEMENT
Employee Matters Agreement • November 2nd, 2022 • American International Group, Inc. • Fire, marine & casualty insurance

This EMPLOYEE MATTERS AGREEMENT, dated as of September 14, 2022 (this “Agreement”), is by and between Corebridge Financial, Inc., a Delaware corporation (“Corebridge”), and American International Group, Inc., a Delaware corporation (“AIG”) (each a “Party” and, collectively, the “Parties”).

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AIG TRADEMARK LICENSE AGREEMENT
Trademark License Agreement • November 2nd, 2022 • American International Group, Inc. • Fire, marine & casualty insurance • New York

This Agreement is by and between American International Group, Inc., a Delaware corporation (“LICENSOR”), and Corebridge Financial, Inc., a Delaware corporation (“LICENSEE”). This Agreement is effective as of the Effective Date of the Separation Agreement entered into between the parties hereto.

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AMENDMENT LETTER TO LENDERS PARTY TO THE CREDIT AGREEMENT REFERENCED BELOW
3-Year Delayed Draw Term Loan Agreement • November 2nd, 2022 • American International Group, Inc. • Fire, marine & casualty insurance • New York

Reference is made to the 3-Year Delayed Draw Term Loan Agreement (as amended, the “Credit Agreement”) dated as of February 25, 2022 among Corebridge Financial, Inc. (f/k/a SAFG Retirement Services, Inc.) (the “Company”), the lenders party thereto (the “Lenders”), and JPMorgan Chase Bank, N.A., as Administrative Agent. Terms used but not defined herein shall have the meanings provided in the Credit Agreement.

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