Share Purchase Agreement by and among Genworth Financial, Inc., Genworth Financial International Holdings, LLC, Genworth Mortgage Insurance Corporation, Brookfield BBP Canada Holdings Inc. and Brookfield Business Partners L.P., dated August 12, 2019

Exhibit 2.1

GENWORTH FINANCIAL, INC.

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GENWORTH FINANCIAL INTERNATIONAL HOLDINGS, LLC

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GENWORTH MORTGAGE INSURANCE CORPORATION

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BROOKFIELD BBP CANADA HOLDINGS INC.

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BROOKFIELD BUSINESS PARTNERS L.P., solely for purposes of Section 5.6, Article 8 and Article 10

SHARE PURCHASE AGREEMENT

Dated as of August 12, 2019

TABLE OF CONTENTS

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TABLE OF CONTENTS

(continued)

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THIS SHARE PURCHASE AGREEMENT is made August 12, 2019;

BETWEEN:

GENWORTH FINANCIAL, INC., a corporation governed by the laws of the State of Delaware (the “Parent”)

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GENWORTH FINANCIAL INTERNATIONAL HOLDINGS, LLC, a limited liability company governed by the laws of the State of Delaware (“GFIH”)

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GENWORTH MORTGAGE INSURANCE CORPORATION, a corporation governed by the laws of the State of North Carolina (“GMIC” and together with GFIH, the “Vendors”)

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BROOKFIELD BBP CANADA HOLDINGS INC., a corporation governed by the laws of the Province of Ontario, (the “Purchaser”)

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BROOKFIELD BUSINESS PARTNERS L.P., an exempted limited partnership governed by the laws of Bermuda, (the “Guarantor”), solely for purposes of Section 5.6, Article 8 and Article 10.

RECITALS:

THEREFORE the Parties agree as follows:

ARTICLE 1

DEFINITIONS AND PRINCIPLES OF INTERPRETATION

Section 1.1    Definitions

In this Agreement, including the Recitals, the following words and terms have the meanings set out below:

“affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”), as used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. For all purposes hereunder, the Purchaser and its affiliates, on the one hand, are not, and will not be deemed to be, affiliates of the Vendors, the Parent, MIC and their respective affiliates, on the other hand;

“Aggregate Purchase Price” has the meaning ascribed thereto in Section 2.1(b);

“Agreement” means this Share Purchase Agreement including all schedules and all amendments or restatements, as permitted, and references to “Article” or “Section” mean the specified Article or Section of this Agreement;

“Approvals” means, collectively, the Competition Act Approval and the Insurance Act Approval;

“Approved Press Release” has the meaning ascribed thereto in Section 10.2;

“Assignee” has the meaning ascribed to it in Section 10.3;

“Assignment” has the meaning ascribed to it in Section 10.3;

“Breaching Party” has the meaning ascribed thereto in Section 9.1(b);

“Business Combination” means any transaction, whether by way of share purchase, take-over bid (including any exempt take-over bid), plan of arrangement, merger, amalgamation, asset sale or otherwise, whether as a single transaction or multiple transactions, that would result, either directly or indirectly, in the acquisition of any common shares of MIC or a material portion of its assets;

“Business Day” means any day, other than a Saturday or Sunday, on which banks in Toronto, Ontario and New York, New York are open for commercial banking business during normal banking hours;

“Closing” means the completion of the sale to and purchase by the Purchaser of the Purchased Shares under this Agreement;

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“Closing Date” means the date that is the third (3^rd) Business Day after the satisfaction or waiver (to the extent permitted by applicable Law) of all of the conditions set forth in Article 7 (excluding conditions that, by their terms, are to be satisfied at the Closing), or such earlier date or such later date as may be agreed to by the Parties, provided that the Closing Date shall be no later than the Outside Date;

“Closing Time” means 8:00 a.m. (Toronto time) on the Closing Date or such other time as the Parties may agree in writing as the time on the Closing Date upon which the Closing shall take place;

“Commissioner” means the Commissioner of Competition appointed under the Competition Act or his designated representative;

“Commitment Letter” means the commitment letter dated as of the date hereof between Parent and Guarantor;

“Competing Transaction” has the meaning ascribed to it in Section 8.2;

“Competition Act” means the Competition Act (Canada);

“Competition Act Approval” means:

“Confidentiality Agreement” means the Confidentiality Agreement dated as of July 12, 2019 between the Parent and an affiliate of the Purchaser, as it may be amended from time to time;

“Encumbrances” means pledges, liens, charges, security interests, leases, title retention agreements, mortgages, options, adverse claims or encumbrances of any kind or character whatsoever;

“Genworth Holdings” means Genworth Holdings, Inc., a corporation governed by the laws of the State of Delaware;

“Genworth Term Loan Facility” means that certain Credit Agreement, dated as of March 7, 2018, among Genworth Holdings, the Parent, Goldman Sachs Lending Partners LLC and the lenders party thereto from time to time;

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“GFIH” has the meaning ascribed thereto in the preamble;

“GFIH Pledge” means the limited recourse guarantee and pledge agreement between the Parent, GFIH and Goldman Sachs Lending Partners LLC, pursuant to which GFIH has pledged the GFIH Shares;

“GFIH ROFR” has the meaning ascribed thereto in Section 4.3;

“GFIH Shares” has the meaning ascribed thereto in the Recitals;

“GMIC” has the meaning ascribed thereto in the preamble;

“GMIC Shares” has the meaning ascribed thereto in the Recitals;

“Governmental Authorizations” means authorizations, approvals, franchises, orders, certificates, consents, directives, notices, licenses, permits, variances, agreements, instructions, registrations or other rights issued to or required by the relevant Party by or from any Governmental Entity;

“Governmental Entity” means: (a) any governmental or public department, central bank, court, minister, governor-in-council, cabinet, commission, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, national, federal, provincial, state, county, municipal, local, or other; (b) any subdivision or authority of any of the above; (c) any stock exchange; and (d) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under applicable Law;

“Guarantor” has the meaning ascribed thereto in the preamble;

“Indenture Objective” has the meaning ascribed thereto in Section 8.1(i);

“Indentures” means those certain indentures, dated as of June 15, 2004 and November 16, 2006, between Genworth Holdings and The Bank of New York Mellon Trust Company, N.A., as trustee;

“Insurance Act Approval” means each of:

“Insurance Application” has the meaning ascribed thereto in Section 8.1(c);

“Insurance Companies” means, collectively, Genworth Financial Mortgage Insurance Company Canada and MIC Insurance Company Canada and their successors;

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“Insurance Companies Act” means the Insurance Companies Act (Canada);

“Investment Canada Act” means Investment Canada Act (Canada);

“Laws” means applicable statutes, by-laws, rules, regulations, Orders, ordinances or judgments, in each case of any Governmental Entity having the force of law;

“Market Price” means the “market price” of a MIC Share as determined in accordance with Section 1.11 of NI 62-104;

“Material Adverse Effect” means any event, occurrence, fact, condition or change that (a) is materially adverse to the business, results of operations, financial condition or assets of MIC and its subsidiaries, taken as a whole, or (b) either individually or in the aggregate prevents or materially delays, or individually, or in the aggregate would reasonably be expected to prevent or materially delay, the consummation of the transactions contemplated hereby; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iii) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (iv) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of the Purchaser; (v) any matter of which the Purchaser is aware on the date hereof; (vi) any changes in applicable Laws or accounting rules; (vii) the announcement, pendency or completion of the transactions contemplated by this Agreement; (viii) any natural or man-made disaster or acts of God; or (ix) any failure by MIC to meet any internal or published projections, forecasts or revenue or earnings predictions (provided that the underlying causes of such failures (subject to the other provisions of this definition) shall not be excluded);

“MIC” means Genworth MI Canada Inc., a corporation governed by the laws of Canada, and its successors;

“MIC Shares” means the common shares in the capital of MIC;

“NI 45-106” means National Instrument 45-106 – Prospectus Exemptions;

“NI 62-104” means National Instrument 62-104 – Take-Over Bids and Issuer Bids; “Notice” has the meaning ascribed thereto in Section 10.4;

“Ontario Notice” means the notice requirement pursuant to Section 100 of the Insurance Act (Ontario);

“Orders” means orders, injunctions, judgments, administrative complaints, decrees, rulings, awards, assessments, directions, instructions, penalties or sanctions issued, filed or imposed by any Governmental Entity or arbitrator;

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“OSFI” means the Office of the Superintendent of Financial Institutions and any successor thereto;

“Outside Date” means March 31, 2020, or such later date as may be agreed to in writing by the Parties, each in their sole discretion, provided that (a) if any Approval has not been obtained by March 31, 2020, the Vendors and the Parent shall have the right to, in their sole discretion, extend the Outside Date by notice in writing to the other Parties to a date not later than June 30, 2020, and (b) if any Approval has not been obtained by June 30, 2020, the Vendors and the Parent shall have the right to, in their sole discretion, further extend the Outside Date by notice in writing to the other Parties to a date not later than September 30, 2020;

“Parent Nominees” has the meaning ascribed thereto in Section 8.4;

“Parties” means, collectively, the Parent, each of the Vendors, the Purchaser and, solely for purposes of Section 5.6, Article 8 and Article 10, the Guarantor, and “Party” means any one of them;

“Person” means any individual, sole proprietorship, partnership, firm, entity, company, unincorporated association, unincorporated syndicate, unincorporated organization, trust, corporation or body corporate, and where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative;

“Private Agreement Exemption” means the take-over bid exemption set forth in Section 4.2 of NI 62-104;

“Purchase Price” has the meaning ascribed thereto in Section 3.1;

“Purchased Shares” the meaning ascribed thereto in the Recitals;

“Purchaser” has the meaning ascribed thereto in the preamble;

“Registration Rights Agreement” means the registration rights agreement dated July 7, 2009, as assigned pursuant to assignment and assumption agreements dated July 26, 2011, July 28, 2011, August 8, 2011, August 9, 2011, August 9, 2011, August 10, 2011 and July 11, 2014 and as assigned and amended pursuant to an assignment and amending agreement for registration rights agreement dated October 1, 2015, among, inter alia, the Vendors and MIC;

“Shareholder Agreement” means the shareholder agreement between MIC, the Parent and Brookfield Life Assurance Company Limited dated July 7, 2009, as assigned and amended;

“Specified Matter” has the meaning ascribed thereto in that certain side letter dated the date hereof by and among the Parties;

“Terminating Party” has the meaning ascribed thereto in Section 9.1(b);

“Termination Notice” has the meaning ascribed thereto in Section 9.1(b);

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“USMI” means Genworth Mortgage Holdings Inc., a corporation governed by the laws of the State of Delaware, and its subsidiaries;

“USMI Approvals” means, collectively, the prior written approval of the (i) Federal National Mortgage Association, (ii) Federal Home Loan Mortgage Corporation and (iii) North Carolina Department of Insurance in connection with the USMI Contribution;

“USMI Contribution” has the meaning ascribed thereto in Section 8.1(i); and

“Vendors” has the meaning ascribed thereto in the preamble.

Section 1.2    Certain Rules of Interpretation

In this Agreement:

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Section 1.3    Knowledge

Any reference to the knowledge of any Party shall mean to the knowledge, information and belief of Cyrus Madon, Craig Laurie, David Nowak, Jaspreet Dehl and Ryan Szainwald in respect of the Purchaser, and Kevin Schneider, Kelly Groh and Ward Bobitz in respect of the Parent and the Vendors, in each case after reviewing all relevant records and making of reasonable inquiries of direct reports.

Section 1.4    Entire Agreement

This Agreement, the Confidentiality Agreement, the Commitment Letter and the agreements and other documents required to be delivered pursuant to this Agreement, constitute the entire agreement between the Parties and set out all the covenants, promises, warranties, representations, conditions and agreements between the Parties in connection with the subject matter of this Agreement and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, pre-contractual or otherwise. There are no covenants, promises, warranties, representations, conditions, understandings or other agreements, whether oral or written, pre-contractual or otherwise, express, implied or collateral, whether statutory or otherwise, between the Parties in connection with the subject matter of this Agreement except as specifically set forth in this Agreement, the Confidentiality Agreement, the Commitment Letter and any document required to be delivered pursuant to this Agreement and the Purchaser shall acquire the Purchased Shares as is and where is subject only to the benefit of the representations and warranties in this Agreement. This Agreement constitutes the complete and exclusive statement of its terms and no extrinsic evidence whatsoever may be introduced in any proceedings involving this Agreement. Any cost estimates, projections or other predictions contained or referred to in any other material that has been provided to the Purchaser or any of its affiliates, agents or representatives (including any due diligence presentations or documents, and in particular any descriptive memorandum transmitted to the Purchaser relating to the sale of the Purchased Shares, and any supplements or addenda thereto) are not and shall not be deemed to be representations or warranties of the Vendors, the Parent or any of their affiliates, agents, employees or representatives.

Section 1.5    Commitment Letter

Notwithstanding anything to the contrary in this Agreement, all representations, warranties and covenants in this Agreement are qualified in their entirety by the provisions of the Commitment Letter and any action undertaken by any of the Parties pursuant to the Commitment Letter shall not constitute a default under or breach of any of the provisions of this Agreement.

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Section 1.6    Schedules

The schedules to this Agreement, listed below, are an integral part of this Agreement:

ARTICLE 2

PURCHASE AND SALE

Section 2.1    Action by Vendors and Purchaser

Subject to the provisions of this Agreement, at the Closing Time:

Section 2.2    Place of Closing

The Closing shall take place at the Closing Time at the offices of Osler, Hoskin & Harcourt LLP located at 1 First Canadian Place, Toronto, Ontario M5X 1B8, or at such other place as may be agreed upon by the Vendors and the Purchaser.

ARTICLE 3

PURCHASE PRICE

Section 3.1    Purchase Price

The amount payable (the “Purchase Price”) by the Purchaser to the Vendors for each Purchased Share is $48.86.

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Section 3.2    Purchase Price Per Purchased Share <= 115% of Market Price

The Parties acknowledge that, as of the date of this Agreement, the value of the consideration paid for each Purchased Share, including brokerage fees or commissions, does not exceed 115% of the Market Price.

Section 3.3    Satisfaction of Aggregate Purchase Price

The Aggregate Purchase Price shall be paid by the Purchaser at the Closing Time to the Vendors, by wire transfer of immediately available funds to or to the order of each Vendor or as each Vendor may otherwise direct in writing.

Section 3.4     Adjustment to Purchase Price

If, between the date of this Agreement and the Closing Time, MIC sets a record date that is prior to the Closing Time for the payment of a dividend or distribution on the MIC Shares, or otherwise declares, sets aside or pays any dividend or distribution prior to the Closing Time on the MIC Shares (other than its quarterly dividend in the ordinary course of business consistent with past practice not to exceed $0.55 per MIC Share), the Purchase Price shall be reduced on a per Purchased Share basis by an amount equal to the amount of such dividends or distributions per Purchased Share.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE VENDORS

Each Vendor and the Parent severally on behalf of itself and with respect only to itself, and not jointly or jointly and severally, represents and warrants as of the date hereof and as of the Closing Date to the Purchaser, the matters set forth below and acknowledges that the Purchaser is relying on the accuracy of each such representation and warranty.

Section 4.1    Formation

The Parent and such Vendor are existing under the laws of its respective jurisdiction of incorporation, formation or continuation, as the case may be, and the Parent and such Vendor have all necessary power, authority and capacity to own its assets and to carry on its business as presently conducted.

Section 4.2    Due Authorization and Enforceability of Obligations

The Parent and such Vendor have the requisite power and capacity, as applicable, to execute and deliver this Agreement and to perform their respective obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder have been duly authorized by all necessary action on the part of the Parent and such Vendor. This Agreement constitutes a valid and binding obligation of each of the Parent and such Vendor enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

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Section 4.3    Ownership and Right to Sell Purchased Shares

Such Vendor is the sole registered and beneficial owner of the Purchased Shares identified as being owned by it on Schedule 1.1, free and clear of all Encumbrances, other than: (a) the GFIH Pledge, which will be released at, prior to or substantially concurrently with the Closing, (b) restrictions as exist under the Agreement and Plan of Merger between Parent and Asia Pacific Global Capital Co., Ltd. and Asia Pacific Global Capital USA Corporation, which restrictions have been waived in respect of the transactions contemplated by this Agreement, and (c) a right of first refusal in favour of GFIH in respect of the common shares of MIC held by GMIC (the “GFIH ROFR”), which restrictions have been waived in respect of the transactions contemplated by this Agreement. Such Vendor has the exclusive right to dispose of the Purchased Shares of which it is the owner as provided in this Agreement and such disposition will not violate, contravene, breach or offend against or result in any default under any contract, charter or by-law provision, Order, judgment, decree, licence, permit or Law, to which such Vendor is a party or subject or by which such Vendor is bound or affected. Except as disclosed pursuant to this Agreement and pursuant to the GFIH ROFR, there is no contract, agreement or option binding upon or which may become binding upon such Vendor to sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Purchased Shares to be sold by such Vendor or giving anyone a claim against or a right or ability to acquire any of, or any interest in, the Purchased Shares to be sold by it.

Section 4.4    Absence of Conflicts

Subject to receipt of the Approvals and the completion of the USMI Contribution, including, to the extent required, the USMI Approvals and for such consents and waivers as have been obtained, the Parent and such Vendor are not bound or affected by or subject to:

that would be violated, breached by, or under which default would occur or an Encumbrance would be created as a result of the execution and delivery of, or the performance of obligations under, this Agreement or any other agreement to be entered into under the terms of this Agreement.

Section 4.5    Litigation

Except for the Specified Matter, there are no claims, investigations, complaints or proceedings, including appeals and applications for review, in progress or, to the knowledge of the Parent or such Vendor, pending or threatened against or relating to the Parent, such Vendor or the Purchased Shares to be sold by such Vendor, before any Governmental Entity, which, if determined adversely to the Parent or such Vendor would:

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and the Parent and such Vendor do not have knowledge of any existing ground on which any such action, suit, litigation or proceeding might be commenced against it with any reasonable likelihood of success.

Section 4.6    Regulatory Approvals

Other than the Approvals, the Ontario Notice, the USMI Approvals that may be required to consummate the USMI Contribution and the filing of early warning and insider reports with any applicable securities regulatory authorities, no approval, Order, consent, license, permit, registration or other similar authorization of or filing with any Governmental Entity is required on the part of the Parent or such Vendor in connection with the execution, delivery and performance of this Agreement by it or the performance of their respective obligations under this Agreement.

Section 4.7    Private Agreement Exemption

Such Vendor acknowledges that the Purchaser is entering into this Agreement in reliance upon the Private Agreement Exemption which requires, among other things, that the Purchaser not acquire the Purchased Shares from more than five Persons in the aggregate. Such Vendor represents and warrants to the Purchaser that it has not acquired any of the Purchased Shares from any other Person in order that the Purchaser might make use of the Private Agreement Exemption. Such Vendor is not acting as nominee, agent, trustee, executor, administrator or other legal representative for any other Person in respect of any of the Purchased Shares.

Section 4.8    Brokers

No broker, investment banker, financial advisor or other Person engaged by the Parent or such Vendor is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement that is or could reasonably be expected to become payable by the Purchaser or MIC or any of its subsidiaries.

Section 4.9    MIC Disclosure

Except as previously disclosed to the Purchaser (whether by either Vendor, the Parent or any other Person), as of the date of this Agreement, neither of each such Vendor nor the Parent has Knowledge of any “material fact” (as that term is defined in the Securities Act (Ontario)) concerning the business and affairs of MIC that has not been generally disclosed.

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Section 4.10   Anti-Corruption and Anti-Bribery Laws

To the Knowledge of such Vendor or the Parent, such Vendor, or the Parent, and their respective subsidiaries and such of the foregoing’s respective officers, directors, supervisors, managers, agents (excluding, for certainty, those independent contractors who sell or distribute insurance products of the Parent, the Vendors or MIC and their subsidiaries, as to which no representation is given), and employees, has not directly or indirectly: (i) made any contribution, gift, bribe, rebate, payoff, influence payment, entertainment kickback or other payment to any person, regardless of form, whether money, property or services in violation of any applicable Laws (a) to obtain favourable treatment in securing business, (b) to pay for favourable treatment of business secured, or (c) to obtain special concessions or for special concessions already obtained; or (ii) established or maintained any fund or asset for a purpose outlined in (i) above that has not been duly recorded in the applicable Person’s books and records; and without limiting the generality of the foregoing, there have been no actions taken by or on behalf of such Vendor, the Parent or their respective subsidiaries that would cause such Person to be in violation of the Corruption of Foreign Public Officials Act (Canada) or any similar applicable anti-corruption or anti-bribery Laws.

ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants as of the date hereof and as of the Closing Date to the Parent and each of the Vendors the matters set forth below and acknowledges that the Parent and the Vendors are relying on the accuracy of each such representation and warranty.

Section 5.1    Incorporation

The Purchaser is existing under the laws of its jurisdiction of incorporation and the Purchaser has all necessary power, authority and capacity to own its assets and to carry on its business as presently conducted.

Section 5.2    Due Authorization and Enforceability of Obligations

The Purchaser has the requisite power and capacity, as applicable, to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder have been duly authorized by all necessary action on the part of the Purchaser. This Agreement constitutes a valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency and other laws affecting enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

Section 5.3    Absence of Conflicting Agreements

Subject to receipt of the Approvals, neither the Purchaser, nor any affiliated Person, is bound or affected by or subject to:

that would be violated, breached by, or under which default would occur or an Encumbrance would be created as a result of the execution and delivery of, or the performance of obligations under, this Agreement or any other agreement to be entered into under the terms of this Agreement.

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Section 5.4    Litigation

There are no claims, investigations, complaints or proceedings, including appeals and applications for review, in progress or, to the knowledge of the Purchaser, pending or threatened against or relating to the Purchaser or any affiliated Person, before any Governmental Entity, which, if determined adversely to the Purchaser or such affiliated Person would:

and the Purchaser does not have knowledge of any existing ground on which any such action, suit, litigation or proceeding might be commenced with any reasonable likelihood of success.

Section 5.5    Investment Canada

The Purchaser is a “Canadian” within the meaning of the Investment Canada Act.

Section 5.6    Purchaser Regulatory Approvals

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Section 5.7    Sufficient Cash on Hand

As of the date hereof, the Purchaser has, and as of the Closing Time, the Purchaser will have, sufficient cash on hand in order to pay the Aggregate Purchase Price at Closing to the Vendors in immediately available funds. The Purchaser acknowledges and agrees that its obligations under this Agreement to purchase the Purchased Shares are not contingent or conditioned upon the Purchaser obtaining any financing to pay the Aggregate Purchase Price.

Section 5.8    Accredited Investor

The Purchaser is an “accredited investor” within the meaning of NI 45-106 or Section 73.3(1) of the Securities Act (Ontario) and was not created and is not being used solely to purchase or hold the Purchased Shares as an “accredited investor” as described in paragraph (m) of the definition of “accredited investor” in Section 1.1 of NI 45-106. In addition, the Purchaser is an “accredited investor” as defined in Rule 501(a) promulgated under the U.S. Securities Act of 1933, as amended, and possesses sufficient knowledge and experience with financial and business matters such that it can evaluate the risks and merits of a contemplated investment in the Purchased Shares. The Purchaser is acquiring the Purchased Shares for investment only and not with a view toward, or for sale in connection with, any distribution thereof, nor with any intention of distributing, selling or otherwise disposing of the Purchased Shares in violation of applicable Law. The Purchaser acknowledges that the Purchased Shares are subject to restrictions on transfer and may only be transferred in accordance with applicable Law.

Section 5.9    Private Agreement Exemption

The Purchaser acknowledges that this Agreement is being made in reliance upon the Private Agreement Exemption which requires, among other things, that no bid or offer to acquire have been made generally to holders of MIC Shares, and represents and warrants that it has not made any such bid or offer to acquire generally to holders of MIC Shares.

Section 5.10    Brokers

No broker, investment banker, financial advisor or other Person engaged by the Purchaser is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with the transactions contemplated by this Agreement that is or could reasonably be expected to become payable by the Parent, the Vendors or any of their affiliates (including MIC or any of its subsidiaries).

Section 5.11    Anti-Corruption and Anti-Bribery Laws

To the knowledge of the Purchaser, the Purchaser, its subsidiaries and each of their respective officers, directors, supervisors, managers, agents, and employees, has not directly or indirectly: (i) made any contribution, gift, bribe, rebate, payoff, influence payment, entertainment kickback or other payment to any person, regardless of form, whether money, property or services in violation of any applicable Laws (a) to obtain favourable treatment in securing business, (b) to pay for favourable treatment of business secured, or (c) to obtain special concessions or for special concessions already obtained; or (ii) established or maintained any fund or asset for a purpose outlined in (i) above that has not been duly recorded in the applicable Person’s books and records; and without limiting the generality of the foregoing, there have been no actions taken by or on behalf of the Purchaser or its subsidiaries that would cause such Person to be in violation of the Corruption of Foreign Public Officials Act (Canada) or any similar applicable anti-corruption or anti-bribery Laws.

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ARTICLE 6

SURVIVAL; NON-WAIVER; LIMITATIONS

Section 6.1    Survival

All representations and warranties contained in this Agreement on the part of each of the Parties shall survive the Closing, the execution and delivery under this Agreement of any share or security transfer instruments or other documents of title to any Purchased Shares and the payment of consideration for the Purchased Shares, except that the representations and warranties in Section 4.9 and Section 4.10 shall survive and remain in full force and effect only until the date that is one (1) year following the Closing.

Section 6.2    Non-Waiver

No investigation made by or on behalf of the Purchaser or any of its authorized agents at any time shall have the effect of waiving or diminishing the scope or otherwise affecting any representation, warranty or covenant made by the Parent or either of the Vendors herein or pursuant hereto.

Section 6.3    Limitation

Notwithstanding anything else in this Agreement or under applicable Law, in no event will the Parent and the Vendors be liable in respect of any amounts arising from a breach of the representations and warranties in Section 4.9 and/or Section 4.10 for an amount in excess of 10% of the Aggregate Purchase Price in the aggregate, and, in the case of each Vendor, for an amount in excess of 10% of such Vendor’s pro rata portion of the Aggregate Purchase Price. For certainty, in no event will the Purchaser or any of its affiliates (including, for certainty, MIC and its subsidiaries) or representatives have any recourse against any affiliates, directors, officers, employees or agents of the Vendors or the Parent.

ARTICLE 7

CONDITIONS

Section 7.1    Purchaser’s Conditions Precedent

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Section 7.2    Parent and Vendors’ Conditions Precedent

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ARTICLE 8

COVENANTS

Section 8.1    Actions to Satisfy Closing Conditions and Covenants

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Section 8.2    Exclusivity

The Parent and the Vendors agree that from the date hereof until the earlier of: (a) if the Agreement is terminated other than pursuant to Section 9.1(a)(iv), then the Business Day following the date of such termination, and (b) if the Agreement is terminated pursuant to Section 9.1(a)(iv), then ten (10) Business Days following the date of such termination, neither they nor any of their affiliates will, directly or indirectly, except as expressly permitted by the following sentence, sell, transfer or dispose of, or agree to sell, transfer or dispose of, any Purchased Shares, or solicit, initiate, or encourage any inquiries or proposals from, discuss or negotiate with, or enter into any agreement, arrangement or understanding with, any Person (in each case, other than the Purchaser) relating to any sale, transfer or disposition of the Purchased Shares (each, a “Competing Transaction”), or take any other action of any kind which would reasonably be regarded as likely to reduce the success of, or materially delay or interfere with the completion of, the transactions contemplated by this Agreement. The Parent and the Vendors will be permitted to sell, transfer or dispose of, or agree to sell, transfer or dispose of, Purchased Shares pursuant to pro rata dispositions (in the aggregate) by the Vendors pursuant to share repurchase programs of MIC in effect from time to time provided that the price of any sale, transfer or disposition is below the Purchase Price. The Parent and the Vendors will, and will cause each of their respective affiliates to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced prior to the date of this Agreement with any Person (other than the Purchaser) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, a Competing Transaction.

Section 8.3    Non-Solicitation

The Purchaser agrees that, until the later of (i) Closing and (ii) the termination of this Agreement in accordance with its terms, neither it nor any of its affiliates will, directly or indirectly, solicit, initiate, knowingly encourage or otherwise facilitate discussions (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of the Parent, either of the Vendors or their respective subsidiaries (including MIC and its subsidiaries)) with any third party regarding a Business Combination.

Section 8.4    Boards of Directors of MIC and the Insurance Companies

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Section 8.5    Registration Rights Agreement

At the Closing Time, the Vendors shall assign the Registration Rights Agreement to the Purchaser, and the Purchaser shall agree in writing to be subject to and bound by all the terms and conditions of the Registration Rights Agreement.

Section 8.6    Records and Assistance

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Section 8.7    Conduct Prior to Closing

From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned):

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provided that, the foregoing shall not require any action or inaction by the Parent Nominees, and such obligations shall be limited to actions that may be taken by the Vendors in their capacities as shareholders of MIC and by the Parent and the Vendors as counterparties to certain agreements with MIC; and

Section 8.8    GFIH Pledge.

To the extent not prohibited by any applicable Law or Order, the Parent and each Vendor shall take all actions as may be necessary to ensure that any amounts that become due under the Genworth Term Loan Facility as a result of the transactions contemplated by this Agreement are paid to the applicable lenders under the Genworth Term Loan Facility substantially concurrently with the Closing so as to eliminate the GFIH Pledge substantially concurrently with the Closing; provided that nothing in this Section 8.8 shall be construed to require Parent, the Vendors or their affiliates to settle, or otherwise restrict Parent’s, the Vendors’ or their affiliates’ discretion in defending, the Specified Matter. The Purchaser shall, at the sole cost and expense of the Parent and the Vendors, reasonably cooperate with the Parent and the Vendors to facilitate such repayment.

ARTICLE 9

TERMINATION

Section 9.1    Termination

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ARTICLE 10

GENERAL

Section 10.1   Expenses

Except as otherwise provided in this Agreement, each Party shall pay their respective legal, accounting and other professional advisory fees, costs and expenses incurred in connection with the negotiation, preparation and execution of this Agreement, as well as any other fees, costs and expenses incurred by them in connection herewith. The Purchaser shall be responsible for the filing fee in respect of Competition Act Approval.

Section 10.2   Public Notices

The Parties, acting reasonably, shall mutually agree on the form of initial press release to be issued by each of them with respect to the transactions contemplated by this Agreement as soon as practicable after execution of this Agreement (each, an “Approved Press Release”). All other public notices, press releases, and any other publicity concerning the transactions contemplated by this Agreement shall be consistent in all material respects with the contents of the Approved Press Releases. No Party shall issue any public notices, press releases or other publicity concerning the transactions contemplated by this Agreement that are not consistent in all material respects with the Approved Press Releases without the prior approval of the other Parties, such approval not to be unreasonably withheld, unless such disclosure is required to meet the timely disclosure obligations of any Party (or its affiliates) under applicable Laws and stock exchange rules, in which case a copy of such disclosure will be provided to the other Parties as soon as reasonably practicable following the time at which it is made to the applicable regulatory authority. For certainty, the Parties acknowledge that: (a) a copy of this Agreement will be filed publicly with applicable securities regulatory authorities; and (b) this Section 10.2 shall not serve to limit any disclosure by MIC or its subsidiaries.

Section 10.3   Benefit of the Agreement

This Agreement shall enure to the benefit and be binding upon the Parties and their respective successors and permitted assigns. Except as permitted by the immediately following sentence, no Party may assign this Agreement or any of its rights and obligations hereunder without the prior written consent of the other Parties. Prior to Closing, the Purchaser intends to assign this Agreement and all of its rights and obligations hereunder (the “Assignment”) to one of its affiliates (the “Assignee”), provided that, (i) in addition to one or more affiliates of the Guarantor, the direct or indirect investors in the Assignee may only be one or more institutional investors disclosed by the Purchaser to the Parent (and agreed to by the Parent) prior to the date of this Agreement and (ii) the investment structure by which the investors invest in the Assignee shall be consistent in all material respects with the investment structure informally proposed to OSFI by telephone conversation on August 8, 2019 and no single third party investor shall hold, directly or indirectly, an interest in the Assignee that is greater than the interest in the Assignee held, directly or indirectly, by the Guarantor or Brookfield Asset Management Inc. Notwithstanding any other provision of this Agreement, the Assignment is expressly permitted by this Agreement and shall not require the prior written consent of the Parent or either Vendor, provided that: (a) the Assignment shall not release the Purchaser from any liability or obligation under this Agreement; (b) the Assignee shall remain an affiliate of the Purchaser until after Closing; (c) the Purchaser shall not include investors or otherwise implement the Assignment in a manner that adversely affects the Purchaser’s ability to obtain all Approvals or impacts or delays in any material respect the timing of receipt thereof; and (d) the Assignee, in an instrument reasonably acceptable to Parent and Vendors, assumes the Purchaser’s obligations under this Agreement and makes for itself, to and for the benefit of Parent and the Vendors, each of the representations and warranties made by Purchaser herein.

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Section 10.4   Notices

Unless otherwise expressly provided herein, any notice, consent or approval required or permitted to be given in connection with this Agreement (in this Section 10.4 referred to as a “Notice”) shall be in writing and shall be sufficiently given if delivered (whether in person, by courier service or other personal method of delivery), or if transmitted by e-mail:

c/o Genworth Financial, Inc.

6620 West Broad Street

Richmond, VA 23230, United States

Attention: Ward Bobitz and Rick Oelhafen

Email: ***@*** and ***@***

with a copy to (which shall not constitute Notice):

Osler, Hoskin & Harcourt LLP

100 King Street West

1 First Canadian Place, Suite 6200, P.O. Box 50

Toronto, ON M5X 1B8

Canada

Attention: Michael Innes and Alex Gorka

Email: ***@*** and ***@***

and to (which shall not constitute Notice):

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004, United States

Attention: Mark J. Menting

Email: ***@***

Brookfield Business Partners L.P.

c/o Brookfield Asset Management

Brookfield Place

181 Bay Street Suite 300

Toronto, Ontario M5J 2T3

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Attention: David Nowak

Email: ***@***

with a copy to (which shall not constitute Notice):

Torys LLP

79 Wellington St. W., 30th Floor, Box 270

TD South Tower

Attention: Karrin Powys-Lybbe

Email: ***@***

Any Notice delivered or transmitted to a Party as provided above shall be deemed to have been given and received on the day it is delivered or transmitted, provided that it is delivered or transmitted on a Business Day prior to 5:00 p.m. local time in the place of delivery or receipt. However, if the Notice is delivered or transmitted after 5:00 p.m. local time or if such day is not a Business Day then the Notice shall be deemed to have been given and received on the next Business Day.

Any Party may, from time to time, change its address by giving Notice to the other Parties in accordance with the provisions of this Section 10.4.

Section 10.5   Governing Law

This Agreement is a contract made under and shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario.

Section 10.6   Third Party Beneficiaries

The Parties intend that this Agreement will not benefit or create any right or cause of action in favour of any Person other than the Parties. No Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

Section 10.7   Amendments

This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by the Parties.

Section 10.8   Waiver

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

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Section 10.9   Further Assurances

The Parties shall with reasonable diligence do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by any other Party as may be reasonably necessary or desirable to effect the purpose of this Agreement and carry out its provisions, whether before, on or after the Closing Date.

Section 10.10 Remedies

Each of the Parties agrees that, in the event of any breach of this Agreement, the aggrieved Party (or Parties) shall be entitled to the remedy of specific performance of such covenants or commitments and preliminary and permanent injunctive and other equitable relief in addition to any other remedy to which it may be entitled, at law or in equity, and the Parties further agree to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief within the applicable statutory period.

Section 10.11 Execution and Delivery

This Agreement may be executed by the Parties in counterparts and may be executed and delivered by PDF and all such counterparts and PDFs shall together constitute one and the same agreement.

Section 10.12 Guarantee

[Remainder of page intentionally left blank.]

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IN WITNESS OF WHICH the Parties have executed this Agreement.

Share Purchase Agreement

Share Purchase Agreement

SCHEDULE 1.1

PURCHASED SHARES