Exhibit 10.1


 


CLASS A COMMON STOCK REPURCHASE
AGREEMENT


 


THIS CLASS A COMMON STOCK
REPURCHASE AGREEMENT (the “Agreement”) is entered into as of December 11, 2021 by and between Jackson Financial Inc.,
a Delaware corporation (the “Company”), and Prudential plc, a company incorporated and registered in England and Wales
(the “Stockholder”).


 


RECITALS


 


WHEREAS, the Stockholder
is the holder of shares of the Company’s Class A Common Stock, $0.01 par value (the “Common Stock”); and


 


WHEREAS, the Stockholder
desires to sell, and the Company desires to repurchase, the Shares (as defined below) on the terms and subject to the conditions set forth
in this Agreement (the “Repurchase”).


 


NOW, THEREFORE, in consideration
of the promises, covenants and agreements herein contained, the parties agree as follows:


 


AGREEMENT


 


SECTION 1. REPURCHASE OF SHARES.


 


1.1 Repurchase. At
the Closing (as defined below), the Company hereby agrees to repurchase from the Stockholder, and the Stockholder hereby agrees to sell,
assign and transfer to the Company, all of the Stockholder’s right, title and interest in and to an aggregate of two million
two hundred forty-two thousand five hundred sixteen (2,242,516) shares of Class A Common Stock (the “Shares”) at a
price per Share of $37.01, which represents the closing share price on the New York Stock Exchange of the Class A Common Stock on December
10, 2021, discounted by 5%, for an aggregate repurchase price of $82,995,517.16 (the “Repurchase Amount”). Upon the
execution of this Agreement, the Stockholder shall execute an Assignment Separate from Certificate, in the form attached hereto as Exhibit
A (the “Stock Assignment”). At the Closing, (i) the Company shall pay the Repurchase Amount in US Dollars
by wire transfer of immediately available funds to such account as the Stockholder shall have specified in writing, (ii) the Company
and the Stockholder shall cause the Shares to be transferred to the Company’s account at the Company’s transfer agent and
(iii) the Stockholder shall deliver the Stock Assignment to the Company.


 


1.2 Closing. The closing
of the Repurchase (the “Closing”) shall take place at the offices of the Company, 1 Corporate Way, Lansing, Michigan
on December 13, 2021, or at such other time and place as the parties hereto shall mutually agree.


 


1.3 Termination of Rights
to the Shares. Upon payment of the Repurchase Amount, the Shares shall cease to be outstanding for any and all purposes, and the Stockholder
shall no longer have any rights with respect to the Shares.


 


1.4 Withholding Rights.
The Company shall be entitled to deduct and withhold from the Repurchase Amount such amounts as it may be required to deduct and withhold
with respect to the making of such payment under the U.S. Internal Revenue Code of 1986, as amended, or any provision of foreign, state
or local tax law. To the extent that amounts are so withheld by the Company, such withheld amounts shall be treated for all purposes of
this Agreement as having been paid to the Stockholder.


 






     

     


    

 


SECTION 2. REPRESENTATIONS AND WARRANTIES OF
THE STOCKHOLDER.


 


In connection with the transactions
provided for hereby, the Stockholder represents and warrants to the Company as follows:


 


2.1 Existence and
Authorization. The Stockholder is a company incorporated and registered in England and Wales, and has all necessary power and
authority to execute, deliver and perform the Stockholder’s obligations under this Agreement and all agreements, instruments
and documents contemplated hereby and to sell and deliver the Shares being sold hereunder. This Agreement constitutes a legal, valid
and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, except as may be
limited by bankruptcy, insolvency or other equitable remedies.



 


2.2 Waiver and Consent.
The Stockholder has delivered to Athene Co-Invest Reinsurance Affiliate 1A Ltd., a Bermuda Class C insurer under the Bermuda Insurance
Act 1978 (“Athene”), a waiver and consent, dated December 10, 2021  (the “Waiver”), duly
executed by the Stockholder, relating to the Repurchase. A copy of the fully executed Waiver has been delivered to the Company.


 


2.3 Ownership of Shares.
The Stockholder has good and marketable right, title and interest (legal and beneficial) in and to all of the Shares, free and clear of
all liens, pledges, security interests, charges, claims, equity or encumbrances of any kind (“Encumbrances”). Upon
paying for the Shares in accordance with this Agreement, the Company will acquire good and marketable title to the Shares, free and clear
of all Encumbrances.


 


2.4 No Conflict; No
Approval. The execution and delivery of this Agreement by the Stockholder and the consummation of the transactions contemplated hereby
will not result in a breach by the Stockholder of, or constitute a default by the Stockholder under, any agreement, instrument, decree,
judgment or order to which the Stockholder is a party or by which the Stockholder may be bound. No authorization, approval or consent,
except such as have been obtained, is required in connection with the execution and delivery of this Agreement by the Stockholder and
the consummation of the transactions contemplated hereby.


 


2.5 Experience and Evaluation.
The Stockholder acknowledges and agrees that, except as set forth in this Agreement, the Company is not making any express or implied
warranties in connection with the transactions contemplated hereby, and the Company hereby disclaims any other express or implied representations
or warranties with respect to itself. The Stockholder acknowledges that by reason of the Stockholder’s business or financial experience
or the business or financial experience of the Stockholder’s professional advisers who are unaffiliated with the Company and who
are not compensated by the Company, the Stockholder has the capacity to protect the Stockholder’s own interests in connection with
the sale of the Shares to the Company and to make an informed investment decision. The Stockholder is capable of evaluating the potential
risks and benefits of the sale hereunder of the Shares.


 


2.6 Access to Information.
The Stockholder has received all of the information that the Stockholder considers necessary or appropriate for deciding whether to sell
the Shares hereunder and perform the other transactions contemplated hereby. The Stockholder further represents that the Stockholder has
had an opportunity to ask questions and receive answers from the Company regarding the business, properties, prospects and financial condition
of the Company and to seek from the Company such additional information as the Stockholder has deemed necessary to verify the accuracy
of any such information furnished or otherwise made available to the Stockholder by or on behalf of the Company.


 


2.7 No Future Participation.
The Stockholder acknowledges that the Stockholder will have no future participation in any Company gains, losses, profits or distributions
with respect to the Shares. If the Shares increase in value by any means, the Stockholder acknowledges that the Stockholder is voluntarily
forfeiting any opportunity to share in any resulting increase in value from the Shares.


 


2.8 Tax Matters. The
Stockholder has had an opportunity to review with the Stockholder’s tax advisers the federal, state, local and foreign tax consequences
of the Repurchase and the transactions contemplated by this Agreement. The Stockholder is relying solely on such advisers and not on any
statements or representations of the Company or any of its agents. The Stockholder understands that the Stockholder (and not the Company)
shall be responsible for the Stockholder’s tax liability and any related interest and penalties that may arise as a result of the
transactions contemplated by this Agreement.


 






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SECTION 3. REPRESENTATIONS AND WARRANTIES
OF THE COMPANY.


 


In connection with the transactions
provided for hereby, the Company represents and warrants to the Stockholder as follows:


 


3.1 Existence and Authorization.
The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all
necessary power and authority to execute, deliver and perform the Company’s obligations under this Agreement and all agreements,
instruments and documents contemplated hereby. This Agreement constitutes a legal, valid and binding obligation of the Company enforceable
against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency or other equitable remedies.


 


3.2 No Conflict; No
Approval. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby
will not result in a breach by the Company of, or constitute a default by the Company under, any agreement, instrument, decree, judgment
or order to which the Company is a party or by which the Company may be bound. No authorization, approval or consent, except such as have
been obtained, is required in connection with the execution and delivery of this Agreement by the Company and the consummation of the
transactions contemplated hereby.


 


SECTION 4. MISCELLANEOUS.


 


4.1 Successors and Assigns.
Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the
respective successors and assigns of the parties (including transferees of any Shares). Nothing in this Agreement, express or implied,
is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations,
or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


4.2 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, except the choice-of-law provisions
thereof.


 


4.3 Entire Agreement.
This Agreement contains the entire understanding of the parties, and there are no further or other agreements or understandings, written
or oral, in effect between the parties relating to the subject matter hereof, except as expressly referred to herein.


 


4.4 Amendments and Waivers.
Any term of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally or in a particular
instance and either retroactively or prospectively), only with the written consent of the Stockholder and the Company.


 


4.5 Further Action.
Each party hereto agrees to execute any additional documents and to take any further action as may be necessary or desirable in order
to implement the transactions contemplated by this Agreement.


 


4.6 Survival. The
representations and warranties herein shall survive the Closing.


 


4.7 Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such
provision or the remaining provisions of this Agreement.


 






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4.8 Notices. All notices
and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted and confirmed
by any standard form of telecommunication. Notices to the Company shall be delivered to 1 Corporate Way, Lansing, Michigan 48951, (telephone:
(517) 381-5500); Attention: General Counsel. Notices to the Stockholder shall be delivered to 1 Angel Court, London EC2R 7AG, (telephone:
0044 (0)20 7220 7588); Attention: Director of Group Legal (Simon Ramage).



 


4.9 Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.


 






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IN WITNESS WHEREOF, each
of the parties has executed this Class A Common Stock Repurchase Agreement as of the day and year first above written.


 


	 	COMPANY:
	 	 
	 	Jackson Financial Inc.
	 	 
	 	By:	/s/ Marcia Wadsten 
	 	Name:	Marcia Wadsten
	 	Title:	Executive Vice President, Chief Financial Officer


 


	 	STOCKHOLDER:
	 	Prudential plc
	 	By:	/s/ Mark FitzPatrick

	 	Name:	Mark FitzPatrick
	 	Title:	Group CFO & COO



 






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EXHIBIT A


 


ASSIGNMENT SEPARATE FROM CERTIFICATE


 


FOR
VALUE RECEIVED, the Stockholder hereby sells, assigns and transfers unto Jackson Financial Inc. (the “Company”)
two million two hundred forty-two thousand five hundred sixteen (2,242,516) shares of the Company’s Class A Common Stock,
$0.01 par value standing in the Stockholder’s name and does hereby irrevocably constitute and appoint the Company's secretary,
Carrie Chelko, the Stockholder’s attorney-in-fact, to transfer such stock on the books of the Company with full power of substitution
in the premises.


 


	Dated:	 	 


 


(Signature page follows)


 






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	 	STOCKHOLDER






 


	 	By:	
	 	Name:	 
	 	Title:	 


 


This Assignment Separate from
Certificate was executed pursuant to the terms of that certain Class A Common Stock Repurchase Agreement by and between Jackson Financial
Inc. and the Stockholder dated December 11, 2021.


 








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