0001193125-17-263735 Sample Contracts

WAIVER AND AGREEMENT
Waiver and Agreement • August 21st, 2017 • Genworth Financial Inc • Life insurance

This WAIVER AND AGREEMENT, dated as of August 21, 2017 (this “Agreement”), is by and between Genworth Financial, Inc., a Delaware corporation (the “Company”), Asia Pacific Global Capital Co., Ltd., a limited liability company incorporated in the People’s Republic of China (“Parent”) and Asia Pacific Global Capital USA Corporation, a Delaware corporation (“Merger Sub”) (each of the Company, Parent and Merger Sub, a “Party” and collectively, the “Parties”). Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Merger Agreement (as defined below).

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