Common use of No Voting Clause in Contracts

No Voting. Without limiting the applicability of any other provision of this Agreement, the Underwriters will purchase any Shares purchased hereunder in the ordinary course of their activities as broker-dealers and not with the purpose or intent, directly or indirectly through any affiliate, of exercising control over the Company or any of its subsidiaries. In furtherance of the foregoing, each Underwriter agrees that for so long as it owns any of the Shares purchased by it hereunder (a) it, directly or indirectly through any affiliate, will not exercise any voting rights associated with the Shares purchased by it hereunder, to the extent such exercise would give rise to a presumption of control under any applicable insurance law or regulation or trigger any other regulatory approval requirement, without first having obtained any required regulatory approval; (b) to the extent it, directly or indirectly through any affiliate, exercises any voting rights associated with the Shares purchased by it hereunder, it and any such affiliates will vote all such Shares in the same proportion as the shares of common stock or other voting securities of the Company voted by all other holders of common stock or such other voting securities of the Company and (c) it will not sell the Shares purchased by it hereunder to any purchaser if the number of Shares sold to such purchaser would exceed 27.9 million shares, unless approved by the Company. [Signature Page Follows] Very truly yours, AXA EQUITABLE HOLDINGS, INC. By: Name: Title: [Signature Page to the Underwriting Agreement] Executed as of the date hereof by AXA S.A., the Selling Stockholder, in New York, New York By: Name: Title: [Signature Page to the Underwriting Agreement] Accepted as of the date hereof ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Citigroup Global Markets Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: Name: Title: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: [Signature Page to the Underwriting Agreement] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC [•] [•] ▇.▇. ▇▇▇▇▇▇ Securities LLC [•] [•] Citigroup Global Markets Inc. [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] Total: 50,000,000 7,500,000 1. Preliminary Prospectus dated November [13], 2018 2. Public offering price: $[•] per share 3. [Orally communicated pricing information] Persons Delivering Lock-up Agreements AXA S.A. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ AllianceBernstein L.P. AXA Equitable Life Insurance Company AXA Equitable Financial Services, LLC FORM OF LOCK-UP LETTER ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Citigroup Global Markets Inc. c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Morgan ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and Citigroup Global Markets Inc. (the “Managers”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with AXA Equitable Holdings, Inc., a Delaware corporation (the “Company”) and AXA S.A., a société anonyme organized under the laws of France, providing for the public offering (the “Public Offering”) by the several Underwriters, including the Managers (the “Underwriters”), of 50,000,000 shares (the “Shares”) of the Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). Terms used but not defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement. To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇.▇. ▇▇▇▇▇▇ Securities LLC on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus (the “Restricted Period)” relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) otherwise publicly announce any intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to the following: (a) transfers of shares of Common Stock to the Underwriters pursuant to the Underwriting Agreement; (b) the share repurchase described in the Prospectus; (c) transactions relating to shares of Common Stock or other securities acquired in open market transactions, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions; (d) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, provided that each donee shall sign and deliver a lock-up letter substantially in the form of this letter and provided further that no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period; (e) distributions by the Selling Stockholder of shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock to its affiliates or stockholders, provided that each distributee shall sign and deliver a lock-up letter substantially in the form of this letter and provided further that no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period; (f) the transfer by the Selling Stockholder of shares of Common Stock to holders of the $862,500,000 aggregate principal amount of 7.25% mandatory exchangeable bonds issued by the Selling Stockholder on May 14, 2018 (the “Bonds”), in accordance with the exchange provisions of the Bonds; (g) if the undersigned is an individual, transfers of shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock by will or intestacy, provided that each legatee, heir or other transferee shall sign and deliver a lock-up letter substantially in the form of this letter and provided further that any filing made pursuant to Section 16(a) of the Exchange Act shall include a footnote noting the circumstances described in this clause; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period; (i) transfers by the undersigned of shares of Common Stock or any security convertible into or exchangeable or exercisable for Common Stock in connection with the direct or indirect acquisition of 100% of the Common Stock by a single person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), or the entry by the Selling Stockholder into an agreement providing for such a transaction, provided such transaction is approved by the Boards of Directors of the Selling Stockholder, and provided further that, if such transaction is not consummated, the underlying shares of Common Stock shall continue to be subject to the restrictions contained herein; (j) one or more sales of shares of Common Stock to the Company, or net share settlement with the Company, to satisfy the exercise price of options, stock appreciation rights or warrants to purchase shares of Common Stock pursuant to any benefit plans on the terms of such plans as described in the Time of Sale Prospectus, provided that any shares of Common Stock received upon such exercise shall be subject to all of the restrictions set forth in this agreement, provided further that no such sales or net share settlement shall result in a net reduction in beneficial ownership of shares of Common Stock, provided further that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such sales or net share settlement during the first 30 days of the Restricted Period, and provided further that any filing made pursuant to Section 16(a) of the Exchange Act shall include a footnote noting the circumstances described in this clause; (k) one or more sales of shares of Common Stock to the Company, or net share settlement with the Company, to satisfy tax withholding or similar obligations in connection with the vesting of any equity-based awards vesting within 30 days before the end of the Restricted Period, provided that any shares of Common Stock received upon such vesting shall be subject to all of the restrictions set forth in this agreement, provided further that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such sales or net share settlement during the first 30 days of the Restricted Period, and provided further that any filing made pursuant to Section 16(a) of the Exchange Act shall include a footnote noting the circumstances described in this clause; or (l) if the undersigned is a director, of the Company, one or more sales of shares of Common Stock in an aggregate amount up to 50% of the number of shares of Common Stock received as compensation for service as a director to pay taxes on such shares, provided that any filing made pursuant to Section 16(a) of the Exchange Act shall include a footnote noting the circumstances described in this clause. In addition, the undersigned agrees that, without the prior written consent of ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock other than the transfer by the Selling Stockholder of any shares of Common Stock to holders of the Bonds in accordance with the exchange provisions of the Bonds, provided that the Selling Stockholder may, without the prior written consent of ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC on behalf of the Underwriters, make any demand for the sale of, or request to sell, all or part of its remaining shares of Common Stock pursuant to Section 2.2 of the Registration Rights Agreement, dated as of May 4, 2018, between the Company and the Selling Stockholder as long as no public announcement of any such demand, request or proposed offering and sale of shares of Common Stock is made and no registration statement is filed with the Commission. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. Very truly yours, (Name) (Address) , 2018 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the sale by AXA S.A. of [•] shares of common stock, $0.01 par value (the “Common Stock”), of AXA Equitable Holdings, Inc. (the “Company”) and the lock-up letter dated , 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2018, with respect to shares of Common Stock (the “Shares”).

No Voting. Without limiting the applicability of Sections 3 and 4 hereof or any other provision of this Agreement, the Underwriters will purchase any Shares Securities purchased hereunder in the ordinary course of their activities as broker-dealers and not with the purpose or intent, directly or indirectly through any affiliate, of exercising control over the Company or any of its subsidiaries. In furtherance of the foregoing, each Underwriter agrees that for so long as it owns any of the Shares Securities purchased by it hereunder (a) it, directly or indirectly through any affiliate, will not exercise any voting rights associated with the Shares Securities purchased by it hereunder, to the extent such exercise would give rise to a presumption of control under any applicable insurance law or regulation or trigger any other regulatory approval requirement, without first having obtained any required regulatory approval; (b) to the extent it, directly or indirectly through any affiliate, exercises any voting rights associated with the Shares Securities purchased by it hereunder, it and any such affiliates will vote all such Shares Securities in the same proportion as the shares of common stock Common Stock or other voting securities of the Company voted by all other holders of common stock Common Stock or such other voting securities of the Company securities; and (c) it will not sell the Shares Securities purchased by it hereunder to any purchaser if the number of Shares shares of Common Stock issuable under any Securities sold to such purchaser (for the purpose of this determination, giving effect to the conversion of such Securities into the minimum number of underlying shares of Common Stock), together with the number of shares of Common Stock sold to such purchaser in the Concurrent Offering, would exceed 27.9 22 million shares, unless approved by the Company. [Signature Page Follows] Very truly yours, AXA EQUITABLE HOLDINGS, INC. By: Name: Title: [Signature Page to the Underwriting Agreement] Executed as of the date hereof by AXA S.A., the Selling Stockholder, in New York, New York By: Name: Title: [Signature Page to the Underwriting Agreement] Accepted as of the date hereof ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Citigroup Global Markets Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: Name: Title: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: [Signature Page to the Underwriting Agreement] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC [•] [•] ▇.▇. ▇▇▇▇▇▇ Securities LLC [•] [•] Citigroup Global Markets Inc. [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] Total: 50,000,000 7,500,000 1. Preliminary Prospectus dated November [13], 2018 2. Public offering price: $[•] per share 3. [Orally communicated pricing information] Persons Delivering Lock-up Agreements AXA S.A. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ AllianceBernstein L.P. AXA Equitable Life Insurance Company AXA Equitable Financial Services, LLC FORM OF LOCK-UP LETTER ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC Citigroup Global Markets Inc. c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Morgan ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and Citigroup Global Markets Inc. (the “Managers”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with AXA Equitable Holdings, Inc., a Delaware corporation (the “Company”) and AXA S.A., a société anonyme organized under the laws of France, providing for the public offering (the “Public Offering”) by the several Underwriters, including the Managers (the “Underwriters”), of 50,000,000 shares (the “Shares”) of the Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). Terms used but not defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement. To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇.▇. ▇▇▇▇▇▇ Securities LLC on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus (the “Restricted Period)” relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) otherwise publicly announce any intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to the following: (a) transfers of shares of Common Stock to the Underwriters pursuant to the Underwriting Agreement; (b) the share repurchase described in the Prospectus; (c) transactions relating to shares of Common Stock or other securities acquired in open market transactions, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions; (d) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, provided that each donee shall sign and deliver a lock-up letter substantially in the form of this letter and provided further that no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period; (e) distributions by the Selling Stockholder of shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock to its affiliates or stockholders, provided that each distributee shall sign and deliver a lock-up letter substantially in the form of this letter and provided further that no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period; (f) the transfer by the Selling Stockholder of shares of Common Stock to holders of the $862,500,000 aggregate principal amount of 7.25% mandatory exchangeable bonds issued by the Selling Stockholder on May 14, 2018 (the “Bonds”), in accordance with the exchange provisions of the Bonds; (g) if the undersigned is an individual, transfers of shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock by will or intestacy, provided that each legatee, heir or other transferee shall sign and deliver a lock-up letter substantially in the form of this letter and provided further that any filing made pursuant to Section 16(a) of the Exchange Act shall include a footnote noting the circumstances described in this clause; (h) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period; (i) transfers by the undersigned of shares of Common Stock or any security convertible into or exchangeable or exercisable for Common Stock in connection with the direct or indirect acquisition of 100% of the Common Stock by a single person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), or the entry by the Selling Stockholder into an agreement providing for such a transaction, provided such transaction is approved by the Boards of Directors of the Selling Stockholder, and provided further that, if such transaction is not consummated, the underlying shares of Common Stock shall continue to be subject to the restrictions contained herein; (j) one or more sales of shares of Common Stock to the Company, or net share settlement with the Company, to satisfy the exercise price of options, stock appreciation rights or warrants to purchase shares of Common Stock pursuant to any benefit plans on the terms of such plans as described in the Time of Sale Prospectus, provided that any shares of Common Stock received upon such exercise shall be subject to all of the restrictions set forth in this agreement, provided further that no such sales or net share settlement shall result in a net reduction in beneficial ownership of shares of Common Stock, provided further that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such sales or net share settlement during the first 30 days of the Restricted Period, and provided further that any filing made pursuant to Section 16(a) of the Exchange Act shall include a footnote noting the circumstances described in this clause; (k) one or more sales of shares of Common Stock to the Company, or net share settlement with the Company, to satisfy tax withholding or similar obligations in connection with the vesting of any equity-based awards vesting within 30 days before the end of the Restricted Period, provided that any shares of Common Stock received upon such vesting shall be subject to all of the restrictions set forth in this agreement, provided further that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such sales or net share settlement during the first 30 days of the Restricted Period, and provided further that any filing made pursuant to Section 16(a) of the Exchange Act shall include a footnote noting the circumstances described in this clause; or (l) if the undersigned is a director, of the Company, one or more sales of shares of Common Stock in an aggregate amount up to 50% of the number of shares of Common Stock received as compensation for service as a director to pay taxes on such shares, provided that any filing made pursuant to Section 16(a) of the Exchange Act shall include a footnote noting the circumstances described in this clause. In addition, the undersigned agrees that, without the prior written consent of ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock other than the transfer by the Selling Stockholder of any shares of Common Stock to holders of the Bonds in accordance with the exchange provisions of the Bonds, provided that the Selling Stockholder may, without the prior written consent of ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC on behalf of the Underwriters, make any demand for the sale of, or request to sell, all or part of its remaining shares of Common Stock pursuant to Section 2.2 of the Registration Rights Agreement, dated as of May 4, 2018, between the Company and the Selling Stockholder as long as no public announcement of any such demand, request or proposed offering and sale of shares of Common Stock is made and no registration statement is filed with the Commission. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. Very truly yours, (Name) (Address) , 2018 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the sale by AXA S.A. of [•] shares of common stock, $0.01 par value (the “Common Stock”), of AXA Equitable Holdings, Inc. (the “Company”) and the lock-up letter dated , 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2018, with respect to shares of Common Stock (the “Shares”).

No Voting. Without limiting the applicability of any other provision of this Agreement, the Underwriters will purchase any Shares purchased hereunder in the ordinary course of their activities as broker-dealers and not with the purpose or intent, directly or indirectly through any affiliate, of exercising control over the Company or any of its subsidiaries. In furtherance of the foregoing, each Underwriter agrees that for so long as it owns any of the Shares purchased by it hereunder (a) it, directly or indirectly through any affiliate, will not exercise any voting rights associated with the Shares purchased by it hereunder, to the extent such exercise would give rise to a presumption of control under any applicable insurance law or regulation or trigger any other regulatory approval requirement, without first having obtained any required regulatory approval; (b) to the extent it, directly or indirectly through any affiliate, exercises any voting rights associated with the Shares purchased by it hereunder, it and any such affiliates will vote all such Shares in the same proportion as the shares of common stock or other voting securities of the Company voted by all other holders of common stock or such other voting securities of the Company and (c) it will not sell the Shares purchased by it hereunder to any purchaser if the number of Shares sold to such purchaser would exceed 27.9 28.0 million shares, unless approved by the Company. [Signature Page Follows] Very truly yours, AXA EQUITABLE HOLDINGS, INC. By: Name: Title: [Signature Page to the Underwriting Agreement] Executed as of the date hereof by AXA S.A., the Selling Stockholder, in New York, New York Stockholder By: Name: Title: [Signature Page to the Underwriting Agreement] Accepted as of the date hereof ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC Barclays Capital Inc. Citigroup Global Markets Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: Name: Title: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: Name: Title: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & COBARCLAYS CAPITAL INC. LLC By: Name: Title: CITIGROUP GLOBAL MARKETS INC. By: Name: Title: [Signature Page to the Underwriting Agreement] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC [•] [•] ▇.▇. ▇▇▇▇▇▇ Securities LLC [•] Barclays Capital Inc. [•] Citigroup Global Markets Inc. [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] Total: [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] [•] Total: 50,000,000 7,500,000] 1. Preliminary Prospectus dated November April [13•], 2018 2. Public offering price: $[•] per shareAny free writing prospectus filed by the Company under Rule 433(d) of the Securities Act] 3. [Orally communicated pricing information] Persons Delivering Lock-up Agreements AXA S.A. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ AllianceBernstein L.P. AXA Equitable Life Insurance Company AXA Financial, Inc. AXA Equitable Financial Services, LLC [Debevoise to provide draft opinion and negative assurance letter] [Draft General Counsel opinion to be provided] [Debevoise draft opinion under review] [FORM OF LOCK-UP LETTER ▇.▇. ▇▇▇▇▇▇ Securities LLC LETTER] , 2018 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC ▇.▇. ▇▇▇▇▇▇ Securities LLC Barclays Capital Inc. Citigroup Global Markets Inc. c/o Morgan ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Morgan Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ , ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ c/o Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned understands that ▇.▇. ▇▇▇▇▇▇ Securities LLC, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC LLC, ▇.▇. ▇▇▇▇▇▇ Securities LLC, Barclays Capital Inc. and Citigroup Global Markets Inc. (the “Managers”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with AXA Equitable Holdings, Inc., a Delaware corporation (the “Company”) and AXA S.A., a société anonyme organized under the laws of France, providing for the public offering (the “Public Offering”) by the several Underwriters, including the Managers (the “Underwriters”), of 50,000,000 [•] shares (the “Shares”) of the Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). Terms used but not defined herein shall have the meanings ascribed to such terms in the Underwriting Agreement. To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC and ▇.▇. ▇▇▇▇▇▇ Securities LLC on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 180 days after the date of the final prospectus (the “Restricted Period)” relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), by the undersigned or any other securities so owned convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) otherwise publicly announce any intention to enter into any transaction described in clause (1) or (2) above. The foregoing sentence shall not apply to the following: (a) transfers of shares of Common Stock to the Underwriters pursuant to the Underwriting Agreement; (b) the share repurchase described in the Prospectus; (c) transactions relating to shares of Common Stock or other securities acquired in open market transactionstransactions after the completion of the Public Offering, provided that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with subsequent sales of Common Stock or other securities acquired in such open market transactions; (db) transfers of shares of Common Stock or any security convertible into Common Stock as a bona fide gift, provided that each donee shall sign and deliver a lock-up letter substantially in the form of this letter and provided further that no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period; (ec) distributions by the Selling Stockholder of shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock to its affiliates or stockholders, provided that each distributee shall sign and deliver a lock-up letter substantially in the form of this letter and provided further that no filing under Section 16(a) of the Exchange Act, reporting a reduction in beneficial ownership of shares of Common Stock, shall be required or shall be voluntarily made during the Restricted Period; (fd) (i) the sale by the Selling Stockholder of $[750,000,000] aggregate principal amount of [•]% mandatory exchangeable bonds (the “Bonds”), to be issued on or about [•], 2018, which are exchangeable into shares of Common Stock or (ii) the transfer by the Selling Stockholder of shares of Common Stock to holders of the $862,500,000 aggregate principal amount of 7.25% mandatory exchangeable bonds issued by the Selling Stockholder on May 14, 2018 (the “Bonds”), Bonds in accordance with the exchange provisions of the Bonds; (ge) if the undersigned is an individual, transfers of shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock by will or intestacy, provided that each legatee, heir or other transferee shall sign and deliver a lock-up letter substantially in the form of this letter and provided further that any filing made pursuant to Section 16(a) of the Exchange Act shall include a footnote noting the circumstances described in this clause; (hf) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of the undersigned or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period; (ig) transfers by the undersigned of shares of Common Stock or any security convertible into or exchangeable or exercisable for Common Stock in connection with the direct or indirect acquisition of 100% of the Common Stock by a single person or “group” (within the meaning of Section 13(d)(3) of the Exchange Act), or the entry by the Selling Stockholder into an agreement providing for such a transaction, provided such transaction is approved by the Boards of Directors of the Selling Stockholder, and provided further that, if such transaction is not consummated, the underlying shares of Common Stock shall continue to be subject to the restrictions contained herein; (jh) one or more sales of shares of Common Stock to the Company, or net share settlement with the Company, to satisfy the exercise price of options, stock appreciation rights or warrants to purchase shares of Common Stock pursuant to any benefit plans on the terms of such plans as described in the Time of Sale Prospectus, provided that any shares of Common Stock received upon such exercise shall be subject to all of the restrictions set forth in this agreement, provided further that no such sales or net share settlement shall result in a net reduction in beneficial ownership of shares of Common Stock, provided further that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such sales or net share settlement during the first 30 [30] days of the Restricted Period, and provided further that any filing made pursuant to Section 16(a) of the Exchange Act shall include a footnote noting the circumstances described in this clause;; or (ki) one or more sales of shares of Common Stock to the Company, or net share settlement with the Company, to satisfy tax withholding or similar obligations in connection with the vesting of any equity-based awards vesting within 30 days before the end of the Restricted Period, provided that any shares of Common Stock received upon such vesting shall be subject to all of the restrictions set forth in this agreement, provided further that no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made in connection with such sales or net share settlement during the first 30 [30] days of the Restricted Period, and provided further that any filing made pursuant to Section 16(a) of the Exchange Act shall include a footnote noting the circumstances described in this clause; or (l) if the undersigned is a director, of the Company, one or more sales of shares of Common Stock in an aggregate amount up to 50% of the number of shares of Common Stock received as compensation for service as a director to pay taxes on such shares, provided that any filing made pursuant to Section 16(a) of the Exchange Act shall include a footnote noting the circumstances described in this clause. In addition, the undersigned agrees that, without the prior written consent of ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC on behalf of the Underwriters, it will not, during the Restricted Period, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock other than the transfer by the Selling Stockholder of any shares of Common Stock to holders of the Bonds in accordance with the exchange provisions of the Bonds, provided that the Selling Stockholder may, without the prior written consent of ▇.▇. ▇▇▇▇▇▇ Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC on behalf of the Underwriters, make any demand for the sale of, or request to sell, all or part of its remaining shares of Common Stock pursuant to Section 2.2 of the Registration Rights Agreement, dated as of May 4, 2018, between the Company and the Selling Stockholder as long as no public announcement of any such demand, request or proposed offering and sale of shares of Common Stock is made and no registration statement is filed with the Commission. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s shares of Common Stock except in compliance with the foregoing restrictions. The undersigned understands that the Company and the Underwriters are relying upon this agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the terms of which are subject to negotiation between the Company and the Underwriters. Very truly yours, (Name) (Address) , 2018 [Name and Address of Officer or Director Requesting Waiver] Dear Mr./Ms. [Name]: This letter is being delivered to you in connection with the sale by AXA S.A. of [•] shares of common stock, $0.01 par value (the “Common Stock”), of AXA Equitable Holdings, Inc. (the “Company”) and the lock-up letter dated , 2018 (the “Lock-up Letter”), executed by you in connection with such offering, and your request for a [waiver] [release] dated , 2018, with respect to shares of Common Stock (the “Shares”).