Exhibit 10.30


 


Execution Version


 


SUBSCRIPTION AGREEMENT


 


This Subscription Agreement
(this “Agreement”) is made as of September 23, 2021 by and among:


 


(1)            FWD
Group Holdings Limited, an exempted company with limited liability incorporated in the Cayman Islands (the “Company”);
and


 


(2)            Athene
Life Re Ltd., a company incorporated in Bermuda (the “Purchaser”).


 


The Purchaser and the Company
are sometimes herein referred to each as a “Party,” and collectively as the “Parties.”


 


W I T N E S S E T H:


 


WHEREAS, the Company intends
to file a registration statement on Form F-1 (as may be amended from time to time, the “Registration Statement”)
with the United States Securities and Exchange Commission (the “SEC”) in connection with the an initial public offering
(the “Offering”) of American Depositary Shares (“ADS”) representing its Class A ordinary shares
(“Ordinary Shares”); and


 


WHEREAS, in connection with
the Offering, the Company also desires to issue and sell to the Purchaser, and the Purchaser wishes to purchase from the Company, the
Purchased Shares (as defined below) in a transaction exempt from registration pursuant to Regulation S (“Regulation S”)
of the U.S. Securities Act of 1933, as amended (the “Securities Act”).


 


NOW, THEREFORE, in consideration
of the above premises and the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows:


 


Article I


 


PURCHASE
AND SALE


 


Section 1.1            Issuance,
Sale and Purchase of Ordinary Shares. Upon the terms and subject to the conditions of this Agreement, the Purchaser hereby agrees
to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, at the Closing (as defined below), the number
of Ordinary Shares determined pursuant to Section 1.2 at a price per Ordinary Share equal to the Offer Price (as defined
below). The “Offer Price” means the result of (a) the price per ADS set forth on the cover of the Company’s
final prospectus in connection with the Offering (the “Final Prospectus”) divided by (b) the number of Ordinary
Shares represented by one ADS. The purchase, issuance, sale and delivery of the Purchased Shares shall be made pursuant to and in reliance
upon Regulation S.


 


Section 1.2             Closing.


 


(a)          Closing.
Subject to Section 1.3, the closing (the “Closing”) of the sale and purchase of the Purchased Shares pursuant
to Section 1.1 shall take place concurrently with the consummation of the Offering at the same offices for the closing of
the Offering or at such other place as the Company and the Purchaser may mutually agree. The total number of the Ordinary Shares that
the Purchaser shall purchase as Purchased Shares at the Closing shall be equal to the sum of (x) the quotient of the aggregate purchase
price in the total amount of US$350,000,000 (as adjusted pursuant to clause (iii) below, the “Tranche A Purchase Price”)
divided by the Offer Price (the “Tranche A Purchased Shares”), and (y) the quotient of the aggregate purchase
price in the total amount of US$50,000,000 (as adjusted pursuant to clause (iii) below, the “Tranche B Purchase Price,”
and together with the Tranche A Purchase Price, the “Purchase Price”) divided by the Offer Price (the “Tranche
B Purchased Shares,” and together with the Tranche A Purchased Shares, the “Purchased Shares”); provided,
however, that, in each case of clauses (x) and (y), (i) no fractional shares of Ordinary Shares will be issued as Purchased
Shares, (ii) any fractions shall be rounded down to the nearest whole number of Ordinary Shares, and (iii) the Purchase Price
will be reduced by the value of any such fractional share (as calculated on the basis of the Offer Price). The date and time of the Closing
are referred to herein as the “Closing Date.”


 






     


     


    

 


(b)            Payment
and Delivery. At the Closing, the Purchaser shall pay, or cause to be paid, the Purchase Price to the Company in U.S. dollars by
wire transfer, or by such other method mutually agreeable to the Company and the Purchaser, of immediately available funds to such bank
account designated in writing by the Company, and the Company shall deliver to the Purchaser duly executed share certificates, in original
form, registered in the name of the Purchaser, and/or one or more of its affiliates, as well as funds, separate accounts, clients or
other entities owned, controlled, advised or managed by affiliates of Apollo Management Holdings, L.P. or Athene Holding Ltd., including
funds withheld accounts and modified coinsurance accounts established by reinsurance counterparties of subsidiaries of Athene Holding
Ltd. for the purpose of maintaining assets supporting business ceded or retroceded to any such subsidiary (each such entity, an “Affiliate
Assignee”) to the extent the Purchaser has assigned all or any part of its rights and obligations hereunder to such Affiliate
Assignee pursuant to Section 6.5 hereof by written notice to the Company at least 2 Business Days (as defined below) prior
to the Closing Date, together with a certified true copy of the register of members of the Company, evidencing the Tranche A Purchased
Shares and the Tranche B Purchased Shares, respectively, being issued and sold to the Purchaser and/or such Affiliate Assignee(s). Each
such certificate and entry on the Company’s register of members shall bear a notation indicating that it represents either the
Tranche A Purchased Shares or the Tranche B Purchased Shares, as the case may be.


 


Parties further agree that
the Purchaser may, in its discretion, request by notifying the Company in writing at least 5 Business Days prior to the Closing Date
that the Tranche A Purchased Shares and the Tranche B Purchased Shares be issued by the Company at the Closing solely in book-entry form,
registered in the name(s) of the Purchaser and/or its Affiliate Assignee(s) on the Company’s register of members. Each
such entry on the Company’s register of members shall bear a notation that it represents either the Tranche A Purchased Shares
or the Tranche B Purchased Shares, as the case may be.


 


For purposes of this clause (b),
 “Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking
institutions in New York City are generally authorized or obligated by law or executive order to close.


 


(c)            Restrictive
Legends. Each certificate representing the Purchased Shares shall be endorsed with the following legends:


 


THIS SECURITY HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT
BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: (A) UNLESS PURSUANT TO (1) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER THE ACT AND OTHER APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO FWD
GROUP HOLDINGS LIMITED (THE “COMPANY”) OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION
IS NOT REQUIRED; AND (B) WITHIN THE UNITED STATES OR TO ANY U.S. PERSON, AS EACH OF THOSE TERMS IS DEFINED IN REGULATION S UNDER
THE ACT, DURING THE 40 DAYS FOLLOWING CLOSING OF THE PURCHASE. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN
VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.


 


THE SECURITY REPRESENTED HEREBY IS
SUBJECT TO RESTRICTIONS ON TRANSFER AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SECURITIES, A COPY
OF WHICH MAY BE OBTAINED AT THE ISSUER’S PRINCIPAL OFFICE. AS A RESULT OF SUCH AGREEMENT, EXCEPT IN CERTAIN CIRCUMSTANCES,
THIS SECURITY MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF PRIOR TO [24] [In the case of certificate(s) representing
Tranche A Purchased Shares]/[12] [In the case of certificate(s) representing Tranche B Purchased Shares] MONTHS
AFTER THE EFFECTIVE DATE OF A REGISTRATION STATEMENT FILED BY THE COMPANY FOR ITS INITIAL PUBLIC OFFERING OF THE AMERICAN DEPOSITARY
SHARES REPRESENTING CLASS A ORDINARY SHARES OF THE ISSUER HEREOF. SUCH RESTRICTION IS BINDING ON TRANSFEREES OF THESE CLASS A
ORDINARY SHARES.


 






     


     


    

 


Section 1.3             Closing
Conditions.


 


(a)          Conditions
to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to purchase and pay for the Purchased
Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions,
any of which may be waived in writing by the Purchaser in its sole discretion:


 


(i)            All
corporate and other actions required to be taken by the Company in connection with the issuance, sale and delivery of the Purchased Shares
shall have been completed in all material aspects;


 


(ii)            The
representations and warranties of the Company to the Purchaser contained in Section 2.1 of this Agreement shall have been
true and correct in all material respects on the date of this Agreement and true and correct in all material respects (or, if qualified
by materiality, true and correct in all respects) on and as of the Closing Date as though made on and as of the Closing Date; and the
Company shall have performed and complied with, in all material aspects, all agreements, covenants, conditions and obligations contained
in this Agreement that are required to be performed or complied with on or before the Closing Date;


 


(iii)            The
Offering shall have been, or shall concurrently with the Closing be, completed;


 


(iv)            The
ADSs shall have been listed on the New York Stock Exchange;


 


(v)             The
underwriting agreement relating to the Offering shall have been entered into and have become effective; and


 


(vi)           The
gross proceeds, without deducting the underwriting discounts and commissions and the estimated offering expenses payable by the Company,
of the Offering, assuming the underwriters will exercise the over-allotment options in full and including the proceeds from all concurrent
private placements including pursuant to this Agreement, shall not be less than US$2 billion.


 


(b)            Conditions
to Company’s Obligations to Effect the Closing. The obligation of the Company to issue and sell the Purchased Shares to the
Purchaser as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions,
any of which may be waived in writing by the Company in its sole discretion:


 


(i)            A
lock-up agreement in the form requested by the Company and the underwriters (the “IPO Lock-up Agreement”) for the
Offering and entered into by all other shareholders of the Company existing prior to the closing of the IPO and with a lock-up period
up to 180 days after the date of the Final Prospectus shall have been executed and delivered by the Purchaser to the Company;


 


(ii)           All
corporate and other actions required to be taken by the Purchaser in connection with the purchase of the Purchased Shares shall have
been completed;


 


(iii)           The
representations and warranties of the Purchaser contained in Section 2.2 of this Agreement shall have been true and correct
in all material respects (or, if qualified by materiality, true and correct in all respects) on the date of this Agreement and on and
as of the Closing Date; and the Purchaser shall have performed and complied with all, and not be in breach or default in any material
respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or
complied with on or before the Closing Date; and


 






     


     


    

 


(iv)            No
governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary,
preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of
the transactions contemplated by this Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with
the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no
action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened
that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this
Agreement with respect to the Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this
Agreement with respect to the Purchaser that are substantial in relation to the Company.


 


Article II


 


REPRESENTATIONS
AND WARRANTIES


 


Section 2.1             Representations
and Warranties of the Company. The Company hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing
Date, as follows:


 


(a)            Due
Formation. The Company is a company duly incorporated as an exempted company with limited liability, validly existing and in good
standing under the laws of the Cayman Islands. The Company has all requisite power and authority to carry on its business as it is currently
being conducted.


 


(b)           Authority.
The Company has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document
and instrument to be executed and delivered by the Company pursuant to this Agreement and to perform its obligations hereunder. The execution
and delivery by the Company of this Agreement and any agreements, certificates, documents and instruments to be executed and delivered
by the Company pursuant to this Agreement, and the performance by the Company of its obligations hereunder, have been duly authorized
by all requisite actions on its part.


 


(c)           Valid
Agreement. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation
of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency,
reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as
limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.


 


(d)            Due
Issuance of the Purchased Shares. The Purchased Shares have been duly authorized and, when issued and delivered to and paid for by
the Purchaser pursuant to this Agreement, will be validly issued, fully paid and non-assessable and free and clear of any pledge, mortgage,
security interest, encumbrance, lien, charge, assessment, right of first refusal, right of pre-emption, third party right or interest,
claim or restriction of any kind or nature, except for restrictions arising under the Securities Act or created by virtue of this Agreement
or the IPO Lock-up Agreement and upon delivery and entry into the register of members of the Company will transfer to the Purchaser good
and valid title to the Purchased Shares.


 


(e)          Noncontravention.
Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate
any provision of the organizational documents of the Company or violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Company is subject,
or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an encumbrance
under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument,
or other arrangement to which the Company is a party or by which the Company is bound or to which any of the Company’s assets are
subject.


 






     


     


    

 


(f)            Consents
and Approvals. Neither the execution and delivery by the Company of this Agreement, nor the consummation by the Company of any of
the transactions contemplated hereby, nor the performance by the Company of this Agreement in accordance with its terms requires the
consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority
or any third party, except such as have been or will have been obtained, made or given on or prior to the Closing Date.


 


(g)            Regulation
S. No directed selling efforts (as defined in Rule 902 of Regulation S under the Securities Act) have been made by any of the
Company, any of its affiliates or any person acting on its or their behalf with respect to any Purchased Shares that are not registered
under the Securities Act; and none of such persons has taken any actions that would result in the sale of the Purchased Shares to the
Purchaser under this Agreement requiring registration under the Securities Act; and the Company is a “foreign issuer” (as
defined in Regulation S).


 


(h)            OFAC/AML
Laws. The Company is not a person with whom dealings are prohibited under (i) U.S. Treasury Department’s Office of Foreign
Assets Control (“OFAC”) rules or regulations, (ii) the USA Patriot Act of 2001, (iii) the Trading with
the Enemy Act, and (iv) any other applicable anti-money laundering laws and regulations (collectively, “AML Laws”).
The Company has complied with all applicable AML Laws and has processes, procedures and systems in place that are reasonably designed
to ensure compliance with such AML Laws, including, the list of specially designated nationals and blocked persons administered by OFAC
as such list may be amended from time to time, and any other applicable sanctions programs.


 


(i)             Disclosure.
The Registration Statement, as of the date it is declared effective, will not contain any untrue statement of material fact or omit to
state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading, and will comply in all material respects with the requirements of the Securities Act.


 


Section 2.2            Representations
and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company as of the date hereof and as of the
Closing Date, as follows:


 


(a)            Due
Formation. The Purchaser is duly formed, validly existing and in good standing in the jurisdiction of its organization. The Purchaser
has all requisite power and authority to carry on its business as it is currently being conducted.


 


(b)           Authority.
The Purchaser has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document
and instrument to be executed and delivered by the Purchaser pursuant to this Agreement and to perform its obligations hereunder. The
execution and delivery by the Purchaser of this Agreement and any agreements, certificates, documents and instruments to be executed
and delivered by the Purchaser pursuant to this Agreement, and the performance by the Purchaser of its obligations hereunder have been
duly authorized by all requisite actions on its part.


 


(c)           Valid
Agreement. This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation
of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally,
and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.


 






     


     


    

 


(d)          Noncontravention.
Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate
any provision of the organizational documents of the Purchaser or violate any constitution, statute, regulation, rule, injunction, judgment,
order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Purchaser is subject,
or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an encumbrance
under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument,
or other arrangement to which the Purchaser is a party or by which the Purchaser is bound or to which any of the Purchaser’s assets
are subject. There is no action, suit or proceeding, pending or threatened against the Purchaser that questions the validity of this
Agreement or the right of the Purchaser to enter into this Agreement or to consummate the transactions contemplated hereby.


 


(e)           Consents
and Approvals. Neither the execution and delivery by the Purchaser of this Agreement, nor the consummation by the Purchaser of any
of the transactions contemplated hereby, nor the performance by the Purchaser of this Agreement in accordance with its terms requires
the consent, approval, order or authorization of, or registration with, or the giving notice to, any governmental or public body or authority
or any third party, except such as have been or will have been obtained, made or given on or prior to the Closing Date.


 


(f)            Status
and Investment Intent.


 


(i)            Experience.
The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits
and risks of its investment in the Purchased Shares and is capable of bearing the economic risks of such investment, including a complete
loss of its investment.


 


(ii)           Purchase
Entirely for Own Account. The Purchaser is acquiring the Purchased Shares for its own account (or for the account of Affiliated Assignees)
for investment purposes only and not with the view to, or with any intention of, resale, distribution or other disposition thereof. The
Purchaser does not have any direct or indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution
of the Purchased Shares in violation of the Securities Act or any other applicable state securities law.


 


(iii)           No
Reliance. The Purchaser, for itself and for each account for which it is purchasing the Purchased Shares, agrees that (a) it
is not relying upon, and has not relied upon, any statement, representation or warranty made by Goldman Sachs Asia L.L.C. (incorporated
in Delaware as a limited liability company) (“Goldman Sachs”) or Morgan Stanley & Co. LLC (“Morgan
Stanley”, and together with Goldman Sachs, the “Placing Agents” and each a “Placing Agent”)
as placing agents in relation to the transactions contemplated by this Agreement or any of their respective affiliates or any of their
or their respective control persons, officers, directors or employees and (b) none of the Placing Agents, any of their respective
affiliates or any of their respective control persons, officers, directors or employees shall be liable to the Purchaser in connection
with its purchase of the Purchased Shares.


 


(iv)            Solicitation.
The Purchaser was not identified or contacted through the marketing of the Offering. The Purchaser did not contact the Company as a result
of any general solicitation or directed selling efforts. The purchase of the Purchased Shares by the Purchaser was not solicited by or
through anyone other than the Company.


 


(v)            Not
U.S. Person. The Purchaser is not a “U.S. person” as defined in Rule 902 of Regulation S.


 


(vi)          Offshore
Transaction. The Purchaser has been advised and acknowledges that in issuing Purchased Shares to the Purchaser pursuant hereto, the
Company is relying upon the exemption from registration provided by Regulation S. The Purchaser is acquiring the Purchased Shares in
an offshore transaction in reliance upon the exemption from registration provided by Regulation S.


 






     


     


    

 


(vii)           Information.
The Purchaser has been furnished access to all materials and information the Purchaser has requested relating to the Company and its
subsidiaries and other due diligence documents in order to evaluate the transactions contemplated by this Agreement, has carefully reviewed
all such materials and information, has had a full opportunity to ask questions of and receive answers from the Company or any person
or persons acting on behalf of the Company concerning the terms and conditions of an investment in the Purchased Shares. The Purchaser
has consulted to the extent deemed appropriate by the Purchaser with the Purchaser’s own advisers as to the financial, tax, legal
and related matters concerning an investment in its Purchased Shares.


 


Article III


 


COVENANTS


 


Section 3.1              Lock-up
and Resale Cooperation.


 


(a)           The
Purchaser shall enter into the IPO Lock-up Agreement at such time as requested by the Company prior to the Closing but no earlier than
the time that the similar agreements are being executed by the Company’s other shareholders.


 


(b)           In
addition to the IPO Lock-up Agreement, the Purchaser agrees that it will not, during the period (i) in the case of the Tranche A
Purchased Shares, commencing on the date of this Agreement and ending on the 24-month anniversary after the date of the Final Prospectus
(the “Tranche A Lock-Up Period”) and (ii) in the case of the Tranche B Purchased Shares, commencing on the date
of this Agreement and ending on the 12-month anniversary after the date of the Final Prospectus (the “Tranche B Lock-Up Period”
), without the prior written consent of the Company, (i) sell or transfer the Tranche A Purchased Shares or the Tranche B Purchased
Shares, as applicable, to any person other than Affiliate Assignees or (ii) publicly disclose the intention to do any of the foregoing.


 


(c)           Notwithstanding
anything to the contrary in this Agreement and after the expiration of the lock-up period specified in the IPO Lock-up Agreement, if
PCGI Holdings Limited and its controlling shareholder(s) (collectively, the “Controlling Shareholder”) sell or
transfer more than 25% of the equity interest in the Company beneficially owned by the Controlling Shareholder at the time of the Closing
to one or more parties which are not affiliates (as defined in Rule 405 under the Act) of the Controlling Shareholder at any time
(x) during the Tranche A Lock-Up Period, the Purchaser shall be entitled to sell or transfer up to a number of Tranche A Purchased
Shares, and (y) during the Tranche B Lock-Up Period, the Purchaser shall be entitled to sell or transfer up to a number of Tranche
B Purchase Shares, which, in each case of clauses (x) and (y) above, as a percentage of the total number of Tranche A Purchased
Shares or the Tranche B Purchase Shares, as the case may be, held by the Purchaser at the Closing, is equal to the proportion of equity
interest sold by the Controlling Shareholder as of the time of such sale.


 


(d)           Resale
Cooperation. Upon the termination of the Tranche A Lock-Up Period or the Tranche B Lock-Up Period, the Company agrees in good faith
to use its commercially reasonable efforts to, and to cause its subsidiaries to, at their request and election, assist the Purchaser
and its Affiliate Assignees, to sell or transfer all, or any portion of, the Tranche A Purchased Shares or the Tranche B Purchased Shares,
as applicable, which assistance shall include, but not be limited to, the following: (i) cooperation in the marketing of the Purchased
Shares; (ii) conference calls with representatives of the Company and any prospective purchasers of the Purchased Shares at a time
to be mutually reasonably agreed, which shall include question and answer session based upon customary and reasonable diligence questions
submitted by such prospective purchasers a reasonable period of time in advance of such session; (iii) a single management presentation
via conference call at a time to be mutually reasonably agreed with a reasonable opportunity for prospective purchasers of the Purchased
Shares to ask customary and reasonable follow-up questions on such call; and (iv) providing reasonable and customary assistance
in completion of the prospective purchasers’ due diligence review. The Purchaser agrees that to the extent the Company, its subsidiaries
and/or its representatives incur third-party fees or expenses, including fees, disbursements and expenses of the Company’s counsel
and accountants and any out-of-pocket expenses, in connection with the provision of such assistance, the Purchaser and/or the relevant
Affiliate Assignees, as the case may be, shall pay or cause to be paid such fees or expenses.


 






     


     


    

 



 


Section 3.2          Distribution
Compliance Period. The Purchaser agrees not to resell, pledge or transfer any Purchased Shares within the United States or to any
U.S. Person, as each of those terms is defined in Regulation S, during the 40 days following the Closing Date.


 


Section 3.3          Facilitation
of Sale by Purchaser. Subject to the terms and conditions in this Agreement, the
Company agrees that as and when requested by the Purchaser in compliance with applicable U.S. securities laws, the Company shall take
all steps as the Purchaser may reasonably request, to the extent required from time to time to enable the Purchaser to sell the Purchased
Shares held by it without registration under the Act within the limitation of the exemptions provided by Rule 144 promulgated under
the Act, including to facilitate the conversion of the Purchased Shares into ADSs and the removal of any legends on such Purchased Shares,
through the customary processes to be established with the depositary bank for the ADSs.


 


Section 3.4          Further
Assurances. From the date of this Agreement until the Closing Date, the Company and the Purchaser shall use their commercially reasonable
efforts to fulfil or obtain the fulfilment of the conditions precedent to the consummation of the transactions contemplated hereby.


 


Article IV


 


OBSERVATION
RIGHT


 


From and after the Closing,
during the period in which the Purchaser or its Affiliate Assignees hold and continue to hold at least 75% of the Tranche A Purchased
Shares held by them at the Closing, the Purchaser shall have the right to appoint one (1) person as a representative (the “Board
Observer”) to attend all meetings of the board of directors of the Company in a nonvoting observer capacity. The Board Observer
shall be given notice of all meetings of the board of directors of the Company and any committees thereof, and shall be provided a copy
of all information (the “Board Materials”) distributed to the members of the board of directors of the Company or
such committee, in each case, in substantially the same manner and at substantially the same time as notice and such information is sent
to the members of the board of directors of the Company or such committee, as applicable, and in addition to the committee materials,
the Board Observer shall be given a written summary of each meeting of the audit committee and risk committee of the board of directors
of the Company (or their functional equivalents) as soon as reasonably practicable following each such meeting, as well as a reasonable
opportunity to meet with the chairperson of each such committee as soon as reasonably practicable following each such committee meeting;
provided, however, that the Purchaser and/or its Affiliate Assignees, as the case may be, agree, and shall procure, that
such Board Observer enters into a mutually acceptable customary confidentiality agreement with the Company with respect to all Board
Materials and other information so provided. The Company shall not be obligated to provide such Board Observer access to any Board Materials
or other information or permit the attendance of any meeting of the board of directors or any committee of the board if providing or
permitting the same would be inconsistent with the directors’ fiduciary duties to the Company or involve either attorney-client
privileged information or matters constituting a conflict of interest for the Purchaser. Any Tranche A Purchased Shares permitted to
be sold under Section 3.1(c) of this Agreement shall be deemed to be continued to be held by the Purchaser and its Affiliate
Assignees on any calculation date for purposes of determining the percentage of Tranche A Purchased Shares held this Article IV.


 


Article V


 


INFORMATION
RIGHTS


 


After the Closing Date, so
long as the Company is subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, (the “Exchange
Act”), following the Company’s furnishing of its quarterly or semi-annual financial results, as the case may be, through
a press release on Form 6-K or filing of an annual report on Form 20-F, as applicable, the Purchaser shall be entitled to,
with reasonable advanced notice and at reasonable times, a conference call with the chief executive officer, the chief financial officer
and the chief investment officer of the Company.


 






    


     


    

 


Article VI


 


MISCELLANEOUS


 


Section 6.1          Survival
of the Representations and Warranties. All representations and warranties made by any party hereto shall survive for fifteen (15)
calendar months after the Closing Date and shall terminate and be without further force or effect on the second anniversary of the Closing
Date, except that nothing contained in this Agreement shall limit or exclude any liability for fraud.


 


Section 6.2          Governing
Law; Arbitration. This Agreement shall be governed and interpreted in accordance with the laws of the State of New York without giving
effect to the conflicts of law principles thereof. Any dispute, controversy, difference or claim arising out of or relating to this Agreement,
including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual
obligations arising out of or relating to it shall be referred to and finally resolved by arbitration at the Hong Kong International
Arbitration Centre in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules then in force.
There shall be three arbitrators. Each Party has the right to appoint one arbitrator and the third arbitrator shall be appointed by the
Hong Kong International Arbitration Centre. The language to be used in the arbitration proceedings shall be English. Each of the Parties
irrevocably waives any immunity to jurisdiction to which it may be entitled or become entitled (including without limitation sovereign
immunity, immunity to pre-award attachment, post-award attachment or otherwise) in any arbitration proceedings and/or enforcement proceedings
against it arising out of or based on this Agreement or the transactions contemplated hereby. Each party shall bear its own costs in
any arbitration.


 


Section 6.3          Amendment.
This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the parties hereto.


 


Section 6.4          Binding
Effect. This Agreement shall inure to the benefit of, and be binding upon, the Purchaser, the Company, and their respective heirs,
successors and permitted assigns.


 


Section 6.5          Assignment.
Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company or any Purchaser without
the express written consent of the other Party, except that a Purchaser may assign all or any part of its rights and obligations hereunder
to any Affiliate Assignee of the Purchaser without the consent of the Company, provided that (a) the Purchaser shall notify
the Company in writing of any such assignment, with details of the assignee(s) and documentary proof of its/their status as an Affiliate
Assignee(s) of the Purchaser, at least two (2) Business Days (as defined below) prior to the effective date of the assignment,
and (b) no such assignment shall relieve the Purchaser of its obligations hereunder if such assignee does not perform such obligations.
The Company shall be entitled to request documents from the Purchaser and the purported assignee(s) for purposes of ensuring its
compliance with all applicable laws, rules and regulations in relation to such assignment. Any purported assignment in violation
of the foregoing sentence shall be null and void.


 


Section 6.6          Notices.
All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly
given on the date of actual delivery if delivered personally to the party hereto to whom notice is to be given, at the time of receipt
if given by electronic mail to the e-mail addresses set forth below, on the day after delivery to a nationally recognized overnight courier
service during its business hours for overnight delivery against receipt, and properly addressed, or on the third day after mailing if
mailed by registered or certified mail, return receipt requested, postage paid, and properly addressed as follows:


 






    


     


    

 


	If to Purchaser, at:	Athene Life Re Ltd.
	 	 
	 	c/o Apollo Insurance Solutions Group LP
	 	2121 Rosecrans Ave., Suite 5300
	 	El Segundo, CA 90245
	 	Attn: Legal Department
	 	Email: ISG-Legal@apollo.com
	 	 
	With copy to:	Paul Weiss Rifkind Wharton& Garrison LLP
	 	 
	 	1285 Avenue of the Americas
	 	New York, New York 10019-6064
	 	Attn: Brian Janson
	 	 
	With copy to:	Sidley Austin LLP
	 	 
	 	1 South Dearborn Street
	 	Chicago,IL 60603
	 	Attn: Perry Shwachman
	 	Email: pshwachman@sidley.com
	 	Attn: Jeremy Watson
	 	Email: jcwatson@sidley.com
	 	 
	If to the Company, at:	FWD Group Holdings Limited
	 	 
	 	13/F, 14 Tai Koo Wan Road
	 	Taikoo Shing
	 	Hong Kong SAR
	 	Attn: Group General Counsel
	 	E-mail Address: GroupGC@fwd.com
	 	 
	With copy to (which shall not constitute notice):	 
	 	PCGI Holdings Limited
	 	38/F, Champion Tower
	 	3 Garden Road, Central
	 	Hong Kong SAR
	 	Attn: Mr.Derek Fong; Mr.Steve Teicman
	 	E-mail Address: derek.fong@pcg-group.com; steve.teichman@pcg-group.com
	 	 
	With copy to:	 
	 	 
	 	White& Case
	 	 
	 	9th Floor, Central Tower
	 	28 Queen’s Road Central
	 	Hong Kong SAR
	 	Attn: Jessica Zhou


 


Any party hereto may change
its address for purposes of this Section 6.6 by giving the other Party written notice of the new address in the manner set
forth above.


 


Section 6.7            Entire
Agreement. This Agreement, together with the IPO Lock-up Agreement, constitutes the entire understanding and agreement between the
Parties with respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between
the Parties with respect to the matters covered hereby are merged and superseded by this Agreement.


 


Section 6.8            Severability.
If any provisions of this Agreement shall be adjudicated to be illegal, invalid or unenforceable in any action or proceeding whether
in its entirety or in any portion, then such provision shall be deemed amended, if possible, or deleted, as the case may be, from the
Agreement in order to render the remainder of the Agreement and any provision thereof both valid and enforceable, and all other provisions
hereof shall be given effect separately therefrom and shall not be affected thereby.


 






    


     


    

 


Section 6.9            Fees,
Expenses and Taxes, Etc. Except as otherwise agreed to by the Parties, the Company and the Purchaser will bear their respective fees,
expenses, taxes, duties, assessments or governmental charges of whatever nature incurred or payable in connection with the negotiation,
preparation and execution of this Agreement and the transactions contemplated hereby, including but not limited to fees and expenses
of attorneys, accountants, consultants and financial advisors, as applicable.


 


Section 6.10          Confidentiality.
Subject to Section 6.13 hereof, each Party shall keep in confidence, and shall not use (except for the purposes of the transactions
contemplated hereby) or disclose, any non-public information disclosed to it or its affiliates, representatives or agents in connection
with this Agreement or the transactions contemplated hereby. Each party hereto shall ensure that its affiliates, representatives and
agents keep in confidence, and do not use (except for the purposes of the transactions contemplated hereby) or disclose, any such non-public
information.


 


Section 6.11          Specific
Performance. The Parties agree that irreparable damage would occur in the event any provision of this Agreement were not performed
in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to
any other remedy at law or equity.


 


Section 6.12          Termination.
This Agreement may be terminated at any time prior to the Closing upon the mutual consent of both of the Parties. Either Party may terminate
this Agreement if any of the following event occurs: (i) the first anniversary after the date hereof, if the Closing has not occurred
on or prior to such date, (ii) the withdrawal by the Company of the Registration Statement, and (iii) following the execution
of the underwriting agreement relating to the Offering, the termination of such underwriting agreement in accordance with its terms.
Upon any termination of this Agreement, this Agreement will have no further force or effect, except for the provisions of Article VI
hereof (except for Section 6.1), which shall survive any termination under this Section 6.12; provided,
that no termination of this Agreement shall relieve any Party hereto of liability for any breach of this Agreement prior to such termination.


 


Section 6.13          Description
of Purchaser.


 


(a)            The
Company shall afford the Purchaser a reasonable opportunity in which to review and comment on any description of the transactions contemplated
by this Agreement that is to be included in the Registration Statement. Any comments provided by the Purchaser shall be considered by
the Company in good faith for inclusion. To the extent any such comments are not included in the Registration Statement, the Company
shall provide the Purchaser a reasoned explanation for non-inclusion.


 


(b)            Subject
to the right of review under Section 6.13(a), the Purchaser hereby agrees and consents to the filing of this Agreement as an exhibit
to the Registration Statement.


 


(c)            Subject
to the right of review under Section 6.13(a), the Purchaser hereby agrees and consents to:


 


(i)            (x) the
use of and references to its name and if applicable, its Affiliate Assignees’ names (including its or their respective trademarks
and logos), (y) the inclusion of the description of the Purchaser as a Bermuda-based reinsurance company and a subsidiary of Athene
Holding Ltd., a leading retirement services company, substantially all of the net invested assets of which are managed by affiliates
of Apollo Global Management, Inc., a leading global investment manager, and, if applicable, the descriptions of its Affiliate Assignees
of a similar nature, and (z) the inclusion of such other information to the extent required by applicable laws, rules, regulations
and/or rules of the relevant stock exchange, (collectively, the “Purchaser Description”); and


 






    


     


    

 


(ii)            the
inclusion of the description of the transactions contemplated by this Agreement,


 


in each case of clauses (i) and
(ii), in the Registration Statement and other SEC filings, disclosure materials, marketing materials and other publicity materials in
connection with the Offering.


 


(d)            The
Purchaser acknowledges that the Company will rely upon the truth and accuracy of the Purchaser Description, and it agrees to notify the
Company promptly in writing if any of the content contained therein ceases to be accurate and complete or becomes misleading.


 


Section 6.14          Headings.
The headings of the various articles and sections of this Agreement are inserted merely for the purpose of convenience and do not expressly
or by implication limit, define or extend the specific terms of the section so designated.


 


Section 6.15          Execution
in Counterparts. For the convenience of the Parties and to facilitate execution, this Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. Signatures
in the form of facsimile or electronically imaged “PDF” shall be deemed to be original signatures for all purposes hereunder.


 


Section 6.16          Cumulative
Remedies; Waiver. Except as specifically set forth herein, the rights and remedies of the Parties are cumulative and not alternative.
No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party waiving
such provision. No failure or delay by a Party in exercising any right, power or remedy under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right,
power or remedy. The Parties agree that each of the Placing Agents shall be entitled to rely on the representations, warranties and undertakings
/ agreements given by each Party in this Agreement, and each of the Placing Agents shall be entitled to enforce this Agreement in respect
of such representations, warranties and undertakings / agreements as if it were a party to this Agreement.


 


[SIGNATURE PAGE FOLLOWS]


 



    


     


    

 


IN WITNESS WHEREOF, the Parties
have caused this Agreement to be executed as of the day and year first above written.


 


	 	FWD GROUP HOLDINGS LIMITED
	 
	 
	 	By:  	/s/ Huynh Thanh Phong
	 	Name:	Huynh Thanh Phong
	 	Title:	 Group Chief Executive Officer and Executive Director




 






    


     


    

 


IN WITNESS WHEREOF, the Parties
have caused this Agreement to be executed as of the day and year first above written.


 


	 	Athene Life Re Ltd.
	 	 
	 	By:	Apollo Insurance Solutions Group LP, its investment manager
	 	By:	Apollo Capital Management, L.P., its sub-advisor
	 	By:	Apollo Capital Management GP, LLC, its general partner




 


	 	By:	/s/ Joseph D. Glatt
	 	Name:	 Joseph D. Glatt
	 	Title:	Vice-President