Common use of PRE-COMPLETION UNDERTAKINGS Clause in Contracts

PRE-COMPLETION UNDERTAKINGS. Conduct of business before Completion 2.1 Subject to Clause 2.2, FIHL shall use its reasonable best efforts to procure, to the extent such matter is within its power and control (whether by exercising its right as a holder of shares in any MGA Group Company or pursuant to any agreement, arrangement or understanding to which it is a party) that, between the date of this Agreement and Completion, no MGA Group Company will without the prior written approval of the Investors’ Representative (such approval not to be unreasonably withheld, conditioned or delayed) undertake any of the acts or matters listed in Schedule 3. 2.2 Clause 2.1 shall not operate so as to restrict or prevent: 2.2.1 entering into the Binder Agreements, including any matter permitted under the terms of the Binder Agreements; 2.2.2 subject always to Clause 2.5, the implementation of any transaction or the taking of any action permitted or provided for or contemplated by the Structure Steps Plan or any Final Structure Steps Document, including any negotiation of the purchase of the non-controlling interests in Pine Walk Capital Limited as contemplated at Structure Steps 4 and 20; 2.2.3 any matters that do not involve the negotiation, entering into, termination and/or other material variation or amendment of a Material Contract and that are in the ordinary course of business for Pine Walk Capital Limited and its cells and/or its subsidiaries and are conducted in a manner consistent with the running of the business of such entities in the prior twelve (12) months (to the extent that parts of the MGA Group’s business existed during such period, acknowledging that the MGA Group is to be established pursuant to the implementation of the Structure Steps Plan), including: (a) the acquisition of shares or any other interest in any person by Pine Walk Capital Limited where the business of such person is underwriting (re)insurance as a managing general agent on behalf of the Balance Sheet Business, pursuant to delegated authority granted by one or more FIHL subsidiaries; (b) the creation, allotment, issue or transfer by any shareholder (other than an MGA Group Company) to another shareholder of, or the grant of any option over or other right to subscribe for or purchase, or redeem, buy back, sub-divide, consolidate, re-denominate, convert, reduce, cancel, restrict or alter the rights attaching to, any share or loan capital or securities or securities convertible into any of the foregoing of Pine Walk Capital Limited, or its cells or subsidiaries pursuant to any employee share scheme in place in connection therewith or otherwise; (c) the declaration, authorisation, making or the paying of any dividends (in cash or in specie) or other distribution of a similar nature or taxed in the same way as a dividend by Pine Walk Capital Limited or any of the cells and/or the subsidiaries of Pine Walk Capital Limited; and (d) the commencement of any litigation or arbitration proceedings or the compromise, cessation or settlement of any litigation or arbitration proceedings or any action, demand or dispute or waiver of a right in relation to any litigation or arbitration proceedings in connection with the handling of (re)insurance claims by Pine Walk Capital Limited or the cells and/or the subsidiaries of Pine Walk Capital Limited; 2.2.4 Pine Walk Europe establishing a permanent UK branch and acquiring a permanent Regulatory Authorisation; 2.2.5 the implementation of any transaction or the taking of any action required, contemplated, permitted or provided for by any Transaction Document; 2.2.6 any matter required in order to comply with any law, court order or regulation (including: (i) the requirements of any Regulatory Authority or Regulatory Authorisation; and (ii) any action of any director of an MGA Group Company that such director believes is reasonably required in order to comply with his statutory or fiduciary directors’ duties) or published policy of the MGA Group being undertaken by any MGA Group Company; 2.2.7 any matter reasonably undertaken by any MGA Group Company immediately following an emergency or disaster or other serious incident or circumstance with the intention of minimising any adverse effect on the MGA Group (and of which the Investors’ Representative will be promptly notified); 2.2.8 the completion or performance of any obligation undertaken pursuant to any contract or arrangement entered into by any MGA Group Company prior to the date of this Agreement; 2.2.9 any increase in emoluments of any category of employees of any MGA Group Company where such increase is made in accordance with the normal practice of the relevant employing MGA Group Company; 2.2.10 any payment being made by any MGA Group Company for or in respect of any Tax in the ordinary and usual course of business in a manner consistent with past practice; 2.2.11 any matter being undertaken by any MGA Group Company at the written request, or with the prior written consent, of the Investors’ Representative (such consent not to be unduly withheld, conditioned or delayed); 2.2.12 any investment in A Ordinary Shares of Topco on substantially the same terms as the Subscription Agreements up to an aggregate subscription amount of $[******] by any person reasonably satisfactory to the Investors’ Representative and the Management Seller Representative; and 2.2.13 any incurrence of any liability by an MGA Group Company in connection with the facilities referred to in the Debt Commitment Letter (including any liability to FIHL if FIHL makes any payments on behalf of any MGA Group Company in connection with such facilities). 2.3 If FIHL requests the approval of the Investors’ Representative pursuant to Clause 2.1 or otherwise under this Agreement, the Investors’ Representative shall respond to such request as soon as reasonably practicable and in any event within five Business Days after such request is made. Failure of the Investors’ Representative to respond within that period shall be deemed to be an approval to proceed with the relevant act, matter or course of conduct which is the subject of the request. In no circumstances is this Clause 2 intended to allow any Investor the ability to control the Group or the MGA Group. 2.4 At or prior to Completion, each of the Parties shall implement, or procure the implementation of, in each case to the extent within their power, each of the Structure Steps in accordance with the terms and conditions of the Final Structure Steps Documents and each such Structure Step shall be implemented in the order set out in the Structure Steps Plan (the “Reorganisation”). 2.5 FIHL shall use its reasonable best efforts to procure that the Final Structure Step Documents are drafted (including, without limitation, by proposing such customary provisions that are consistent with generally accepted market practice) by no later than Completion, provided that no Final Structure Step Document may be entered into if it would or would reasonably be expected to, in comparison to the position agreed in the Structure Steps Plan, negatively impact in any material way, directly or indirectly, any Investor or the MGA Group (an “Adverse Change”), without the prior written consent of the Investors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided that, (i) if no reply is given within two Business Days of the relevant Final Structure Step Document being provided to each Investor (or each Investor’s counsel), the Investors’ Representative shall be deemed to have approved such Final Structure Step Document; (ii) if a reply is given by the Investors’ Representative (or the Investors’ counsel) describing a change to the position agreed in the Structure Steps Plan which the Investors’ Representative believes in good faith could be an Adverse Change, then FIHL, the relevant Parties and the Investors shall cooperate in good faith using reasonable best efforts on a prompt basis to revise such Final Structure Step Documents such that it does not constitute an Adverse Change and allowing their implementation before the Long Stop Date; (iii) the impact of any change in tax law arising on or after the date of this Agreement shall be excluded in any such determination of any Adverse Change; and (iv) if an Adverse Change could disproportionately negatively impact any Investor in any material way, relative to the other Investors, such Investor shall also have the same rights as the Investors’ Representative set forth in this Clause 2.5 mutatis mutandis. 2.6 Each of the Parties shall, and shall procure that their respective Related Persons and their Related Persons’ respective representatives shall, in each case to the extent within their power: 2.6.1 exercise all rights and privileges and perform all duties and obligations, whether as a security holder or otherwise, including by attending or voting at meetings of any security holders, executing consents to short notice in respect of any such meetings, and receiving, approving or executing any written resolution circulated to any security holder, in each case necessary or desirable to approve the Reorganisation; and 2.6.2 not enter into any agreement or arrangement which may impede or frustrate the Reorganisation. 2.7 Subject to Clause 4.7, at or prior to Completion, FIHL shall, and shall procure that the relevant members of the Group to, enter into, adopt or otherwise implement the Binder Agreements.

PRE-COMPLETION UNDERTAKINGS. Conduct of business before Completion 2.1 Subject to Clause 2.2, FIHL shall use its reasonable best efforts to procure, 6.1 The Seller undertakes to the extent such matter is within its power and control (whether by exercising its right as a holder of shares in any MGA Group Company or pursuant to any agreement, arrangement or understanding to which it is a party) Buyer that, between from the date of this Agreement and to Completion, no MGA Group Company it will use its good faith efforts to procure, so far as it is able in its capacity as a shareholder, that the UKTV Business is carried on in the ordinary course and in particular the Seller shall not vote, in its capacity as a shareholder, and shall so far as it is able procure that the directors of the Target Companies and UK Progco appointed by it by virtue of its holding of Target Shares in the respective Target Companies shall not vote in favour of any matter (not being a matter within the ordinary course of business of the UKTV Business) which requires a Unanimous Shareholders’ Decision or Special Majority Consent (as each of those terms is defined in the relevant UKTV Shareholders’ Agreement) under the UKTV Shareholders’ Agreements, without the prior written approval of the Investors’ Representative (such approval Buyer, which shall not to be unreasonably withheldrefused or unduly delayed (and which shall be deemed to have been given by the Buyer if not specifically refused in writing by notice given to the Seller within seven (7) days of a request in writing by the Seller), conditioned provided that nothing in this Clause 6 shall: (a) operate to prevent, limit or delayed) undertake restrict the Seller or any member of the acts or matters listed in Schedule 3. 2.2 Clause 2.1 shall not operate so as to restrict or preventVirgin Media Group: 2.2.1 entering into (i) from approving the Binder Agreements, including any matter permitted under the terms of the Binder Agreements; 2.2.2 subject always to Clause 2.5, the implementation declaration of any transaction dividend or the taking making of any action permitted distribution or provided for payment of interest or contemplated by the Structure Steps Plan principal pursuant to any Shareholder Financing Agreement or any Final Structure Steps Document, including any negotiation of the purchase of the non-controlling interests in Pine Walk Capital Limited as contemplated at Structure Steps 4 and 20; 2.2.3 any matters that do not involve the negotiation, entering into, termination and/or other material variation or amendment of a Material Contract and that are payment in the ordinary course of business for Pine Walk Capital Limited and its cells and/or its subsidiaries and are conducted in a manner consistent with the running from any of the business Target Companies including any dividend declared on or after the date hereof by reference to any period ending on or before the Completion Date (including the declaration of the UKTV Dividend and/or the BBCW Dividend; or (ii) from receiving payment of any such entities principal or interest or other such payment by any Target Company or from receiving a dividend or distribution as specified in Clause 6.1(a)(i) above (including the prior twelve UKTV Dividend); or (12iii) months operate to prevent, limit or restrict the making by any Target Company of any such payment as referred to in Clause 6.1(a)(i) above; and (b) to the extent that parts the provisions of this Clause 6.1 would operate to prevent, limit or restrict any decision or action which the Target Companies, UK Progco and/or any other Target Group Company wishes to take, the same may nevertheless be taken if and to the extent it is permitted or required by any provision of this Agreement, any other Transaction Document, the Consent and Waiver Letter, the SHA/Guarantee Deed of Release or the Management and Marketing Termination Agreement, or reasonably required to give effect to this Agreement, any other Transaction Document, the Consent and Waiver Letter, the SHA/Guarantee Deed of Release or the Management and Marketing Termination Agreement. 6.2 The Seller further undertakes to the Buyer that, to the extent it has not already done so, promptly following the signature of this Agreement it will send the Ofcom Notification to Ofcom. 6.3 Without prejudice to the generality of Clause 3 and to the Seller’s obligations under the Xxxxx Xxxxxxxxxxx Xxx 0000 and the Jersey Competition Law and the obligations of the MGA GroupTarget Companies thereunder, the Buyer shall submit a merger notification for the merger control clearances contemplated by Clause 3 not later than fifteen (15) Business Days from the date of this Agreement and shall take the lead, subject to the obligation to cooperate with the Seller (and the Seller’s business existed during obligation to cooperate with the Buyer) in relation to such periodfilings, acknowledging in dealings with the Irish Competition Authority and/or the JCRA. The Seller and the Buyer shall co-operate with one another in respect of the preparation of such applications and in subsequent dealings with the Irish Competition Authority and/or the JCRA and the Buyer agrees to have reasonable regard to any comments which the Seller makes to the Buyer in respect of any proposed communication. 6.4 To the extent that the MGA Group Seller is required to be established pursuant co-operate in the making and pursuit of the application to the implementation of Irish Competition Authority and/or the Structure Steps Plan), includingJCRA under Clause 6.3 it shall: (a) deal with all requests and enquiries from the acquisition of shares or any other interest Irish Competition Authority and/or the JCRA promptly in consultation with the Buyer and in any person by Pine Walk Capital Limited where the business of such person is underwriting (re)insurance as a managing general agent on behalf of the Balance Sheet Business, pursuant to delegated authority granted by one or more FIHL subsidiariesevent in accordance with any relevant time limit; (b) promptly provide all information and assistance reasonably required by the creation, allotment, issue Irish Competition Authority and/or the JCRA (or transfer by for the purpose of making any shareholder (other than an MGA Group Company) to another shareholder of, or the grant of any option over or other right to subscribe for or purchase, or redeem, buy back, sub-divide, consolidate, re-denominate, convert, reduce, cancel, restrict or alter the rights attaching to, any share or loan capital or securities or securities convertible into any of the foregoing of Pine Walk Capital Limited, or its cells or subsidiaries pursuant submission to any employee share scheme in place in connection therewith relevant Authority) upon being requested to do so by the relevant Authority or otherwiseby the Buyer; (c) where reasonably practicable and lawfully permitted, provide to the declaration, authorisation, making or the paying Buyer copies of any dividends (in cash or in specie) or other distribution of a similar nature or taxed in proposed, submitted and received communication with the same way as a dividend by Pine Walk Capital Limited or any of the cells Irish Competition Authority and/or the subsidiaries JCRA (other than those of Pine Walk Capital Limitedan administrative nature) to which the Seller is party, together with any supporting documentation or information reasonably requested by the Buyer, provided that the Seller shall not be required to disclose any Confidential Information or business secrets which have not previously been disclosed to the Buyer. 6.5 As the Buyer is responsible under Clause 6.3 for applying for any approval, consent or clearance from the Irish Competition Authority and/or the JCRA, it shall: (a) (without prejudice to Clause 6.3) make the applications and any associated notifications, requests or submissions validly and promptly to the Irish Competition Authority and/or the JCRA (as applicable) and shall pay all relevant filing fees; (b) deal with all requests and enquiries from the Irish Competition Authority and/or the JCRA (as applicable) promptly in consultation with the Seller and in any event in accordance with any relevant time limit; (c) promptly provide all information and assistance reasonably required by the Irish Competition Authority and/or the JCRA (or for the purpose of making any submission to any relevant Authority) upon being requested to do so by the Irish Competition Authority, the JCRA or by the Seller; and (d) where permitted, provide to the commencement Seller copies of any litigation or arbitration proceedings or the compromiseproposed, cessation or settlement of any litigation or arbitration proceedings or any action, demand or dispute or waiver of a right in relation to any litigation or arbitration proceedings in connection submitted and received communication with the handling of (re)insurance claims by Pine Walk Capital Limited or the cells Irish Competition Authority and/or the subsidiaries JCRA (other than those of Pine Walk Capital Limited; 2.2.4 Pine Walk Europe establishing a permanent UK branch and acquiring a permanent Regulatory Authorisation; 2.2.5 an administrative nature) to which the implementation of any transaction or the taking of any action requiredBuyer is party, contemplated, permitted or provided for by any Transaction Document; 2.2.6 any matter required in order to comply together with any law, court order supporting documentation or regulation (including: (i) information reasonably requested by the requirements of any Regulatory Authority or Regulatory Authorisation; and (ii) any action of any director of an MGA Group Company that such director believes is reasonably required in order to comply with his statutory or fiduciary directors’ duties) or published policy of the MGA Group being undertaken by any MGA Group Company; 2.2.7 any matter reasonably undertaken by any MGA Group Company immediately following an emergency or disaster or other serious incident or circumstance with the intention of minimising any adverse effect on the MGA Group (and of which the Investors’ Representative will be promptly notified); 2.2.8 the completion or performance of any obligation undertaken pursuant to any contract or arrangement entered into by any MGA Group Company prior to the date of this Agreement; 2.2.9 any increase in emoluments of any category of employees of any MGA Group Company where such increase is made in accordance with the normal practice of the relevant employing MGA Group Company; 2.2.10 any payment being made by any MGA Group Company for or in respect of any Tax in the ordinary and usual course of business in a manner consistent with past practice; 2.2.11 any matter being undertaken by any MGA Group Company at the written request, or with the prior written consent, of the Investors’ Representative (such consent not to be unduly withheld, conditioned or delayed); 2.2.12 any investment in A Ordinary Shares of Topco on substantially the same terms as the Subscription Agreements up to an aggregate subscription amount of $[******] by any person reasonably satisfactory to the Investors’ Representative and the Management Seller Representative; and 2.2.13 any incurrence of any liability by an MGA Group Company in connection with the facilities referred to in the Debt Commitment Letter (including any liability to FIHL if FIHL makes any payments on behalf of any MGA Group Company in connection with such facilities). 2.3 If FIHL requests the approval of the Investors’ Representative pursuant to Clause 2.1 or otherwise under this Agreement, the Investors’ Representative shall respond to such request as soon as reasonably practicable and in any event within five Business Days after such request is made. Failure of the Investors’ Representative to respond within that period shall be deemed to be an approval to proceed with the relevant act, matter or course of conduct which is the subject of the request. In no circumstances is this Clause 2 intended to allow any Investor the ability to control the Group or the MGA Group. 2.4 At or prior to Completion, each of the Parties shall implement, or procure the implementation of, in each case to the extent within their power, each of the Structure Steps in accordance with the terms and conditions of the Final Structure Steps Documents and each such Structure Step shall be implemented in the order set out in the Structure Steps Plan (the “Reorganisation”). 2.5 FIHL shall use its reasonable best efforts to procure that the Final Structure Step Documents are drafted (including, without limitation, by proposing such customary provisions that are consistent with generally accepted market practice) by no later than CompletionSeller, provided that no Final Structure Step Document may the Buyer shall not be entered into if it would required to disclose any Confidential Information or would reasonably be expected to, in comparison business secrets which have not previously been disclosed to the position agreed in the Structure Steps Plan, negatively impact in any material way, directly or indirectly, any Investor or the MGA Group (an “Adverse Change”), without the prior written consent of the Investors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided that, (i) if no reply is given within two Business Days of the relevant Final Structure Step Document being provided to each Investor (or each Investor’s counsel), the Investors’ Representative shall be deemed to have approved such Final Structure Step Document; (ii) if a reply is given by the Investors’ Representative (or the Investors’ counsel) describing a change to the position agreed in the Structure Steps Plan which the Investors’ Representative believes in good faith could be an Adverse Change, then FIHL, the relevant Parties and the Investors shall cooperate in good faith using reasonable best efforts on a prompt basis to revise such Final Structure Step Documents such that it does not constitute an Adverse Change and allowing their implementation before the Long Stop Date; (iii) the impact of any change in tax law arising on or after the date of this Agreement shall be excluded in any such determination of any Adverse Change; and (iv) if an Adverse Change could disproportionately negatively impact any Investor in any material way, relative to the other Investors, such Investor shall also have the same rights as the Investors’ Representative set forth in this Clause 2.5 mutatis mutandisSeller. 2.6 Each of the Parties shall, and shall procure that their respective Related Persons and their Related Persons’ respective representatives shall, in each case to the extent within their power: 2.6.1 exercise all rights and privileges and perform all duties and obligations, whether as a security holder or otherwise, including by attending or voting at meetings of any security holders, executing consents to short notice in respect of any such meetings, and receiving, approving or executing any written resolution circulated to any security holder, in each case necessary or desirable to approve the Reorganisation; and 2.6.2 not enter into any agreement or arrangement which may impede or frustrate the Reorganisation. 2.7 Subject to Clause 4.7, at or prior to Completion, FIHL shall, and shall procure that the relevant members of the Group to, enter into, adopt or otherwise implement the Binder Agreements.

PRE-COMPLETION UNDERTAKINGS. Conduct of business before Completion 2.1 Subject to Clause 2.2, FIHL 4.1 The Seller shall use its reasonable best efforts to procure, to the extent such matter is within its power and control (whether by exercising its right as a holder of shares in any MGA Group Company or pursuant to any agreement, arrangement or understanding to which it is a party) procure that, between from (including) the date of this Agreement and CompletionSigning Date to (including) the Completion Date, no MGA Group Company will (without the prior Buyer’s written approval of the Investors’ Representative (consent, such approval consent not to be unreasonably withheld, conditioned or delayed) undertake any ): 4.1.1 the affairs of the acts or matters listed Group Companies are conducted in Schedule 3. 2.2 Clause 2.1 shall not operate so as to restrict or prevent: 2.2.1 entering into the Binder Agreements, including any matter permitted under the terms of the Binder Agreements; 2.2.2 subject always to Clause 2.5, the implementation of any transaction or the taking of any action permitted or provided for or contemplated by the Structure Steps Plan or any Final Structure Steps Document, including any negotiation of the purchase of the non-controlling interests in Pine Walk Capital Limited as contemplated at Structure Steps 4 a way generally consistent with past practice and 20; 2.2.3 any matters that do not involve the negotiation, entering into, termination and/or other material variation or amendment of a Material Contract and that are in the ordinary course of business for Pine Walk Capital Limited of the Group Companies; 4.1.2 subject to Clause 18 (Confidential Information) and its cells and/or its subsidiaries and are conducted provided that the Buyer will not use it in a manner consistent way inconsistent with applicable competition law, provide the running Buyer with weekly reports prepared by the management board for the Seller; 4.1.3 the Seller, and the Group Companies do not allow or procure any act or omission which would constitute or give rise to a breach of any representation and warranty contained in Schedule 8.2 or a material non-compliance with any applicable law; 4.1.4 all relevant information which comes to its notice in relation to any fact or matter (whether existing on or before the business Signing Date or arising afterwards) which may constitute a breach of such entities any representation and warranty contained in the prior twelve (12) months (Schedule 8.2 is without undue delay disclosed to the extent that parts of the MGA Group’s business existed during such period, acknowledging that the MGA Group is to be established pursuant to the implementation of the Structure Steps Plan), including: (a) the acquisition of shares or any other interest in any person by Pine Walk Capital Limited where the business of such person is underwriting (re)insurance as a managing general agent on behalf of the Balance Sheet Business, pursuant to delegated authority granted by one or more FIHL subsidiariesBuyer; 4.1.5 the Group Companies do not reduce, purchase or redeem any part of their paid-up share capital; 4.1.6 no Group Company (bi) the creationcreates, allotmentallots or issues or agrees to create, issue or transfer by any shareholder (other than an MGA Group Company) to another shareholder ofallot, or the grant of issue any share capital or (ii) grants any option over or other right to subscribe for or purchase, or redeem, buy back, sub-divide, consolidate, re-denominate, convert, reduce, cancel, restrict or alter the rights attaching to, any share or loan capital or securities other security; 4.1.7 no Group Company sells or securities convertible into purchases or disposes of any interest in any share capital of any other Group Company; 4.1.8 no changes are made in terms of employment (including pension commitments) other than those required by law which could increase in aggregate the total staff costs of the relevant Group Company by more than 5% per annum or the remuneration of any one managing director or employee engaged in the business of the Group Companies by more than 10%; 4.1.9 except to replace employees on substantially the same terms, the Group Companies do not employ or agree to employ any new persons fully or part time where the total staff costs of the relevant Group Company, as the case may be, would be increased in aggregate by more than 5% per annum or dismiss any existing employees (except for incompetence or gross misconduct or other reasonable cause justifiable in law) where the total staff costs of the respective Group Company would be materially reduced; and 4.1.10 no member of the management board of any of the foregoing Group Companies is given notice of Pine Walk Capital Limitedtermination of employment or is dismissed, except for gross misconduct. 4.2 The Seller shall procure that, from (including) the Signing Date to (including) the Completion Date, (without the Buyer’s written consent, such consent not be unreasonably withheld) neither the Seller nor any Group Company agree to or permit: 4.2.1 the legal reorganization, such as merger, spin-off, split, change of legal form of any of the Group Companies, or the discontinuance of any material part of its cells or subsidiaries pursuant to any employee share scheme in place in connection therewith or otherwisebusiness; 4.2.2 any entry into or termination of any contract or arrangement falling outside the ordinary course of business i.e. (ci) having a value or involving or likely to involve expenditure in excess of PLN 500,000 or (ii) which cannot be terminated on less than 6 months’ notice and without significant expense or (iii) which is likely to result in any material change in the declarationnature or scope of the operations of any Group Company (or any modification of an existing contract or arrangement which would itself fall, authorisationor cause the contract or arrangement concerned to fall, making within any of (i) to (iii)) or the paying making of any dividends binding proposal or offer regarding the execution of contract or arrangement concerned to fall, within any of (in cash or in speciei) to (iii); 4.2.3 the giving of any guarantee, indemnity or other distribution agreement to secure an obligation of a similar nature or taxed third party which if called would result in a cost to the same way as a dividend by Pine Walk Capital Limited Company or any of the cells and/or the subsidiaries Subsidiaries of Pine Walk Capital Limited; andPLN 500,000 or more; (d) the commencement 4.2.4 entry into or modification of any litigation Third Party Assurance; 4.2.5 any mortgaging, pledging, assigning or arbitration proceedings transferring for security purposes or subjecting to liens, charges or any other encumbrances of any asset of any of the compromiseGroup Companies, cessation to the extent it requires supervisory board approval; 4.2.6 any taking up of loans or credits or receiving of other financing, other than current accounts with business partners or similar credits in the ordinary course of business; 4.2.7 the institution or settlement of any litigation where it could result in a payment to or arbitration proceedings by any of the Group Companies of PLN 100,000 or more except for collection in the ordinary course of trading debts, none of which exceed PLN 150,000; 4.2.8 the entry of any Group Company into or material modification of any agreement with any trade union or other body representing its employees; 4.2.9 the creation of any third party right over the Shares or the shares or assets (other than in ordinary course of business) of any of the Group Companies; 4.2.10 the acquisition or disposal (or entering into a contract to this extent) of any material fixed assets or material inventory or any actionmaterial parts of the Company’s business (an enterprise in the meaning of Article 55’ of the Civil Code or its organized part), demand in each case, involving consideration, expenditure or dispute liabilities in excess of PLN 500,000 (exclusive of VAT); 4.2.11 change the Company’s deed (Polish: umowa spółki); and 4.2.12 the change of any Group Company’s (Tax) accounting reference date or waiver any material change to the (Tax) accounting procedures, policies or principles by reference to which its accounts are drawn up. 4.3 The Seller procures that from (including) the Signing Date to (including) the Completion Date it will immediately notify the Buyer in the event it receives notice of a right petition for bankruptcy in relation to any litigation or arbitration proceedings Group Company and in the event such notice is received, the Parties shall discuss the actions to be taken in connection with such notice. For the handling avoidance of doubt this Clause 4.3 does not limit or restrict any rights the Buyer may have with respect to such event if such rights results from a Breach of Seller’s Representations and Warranties. 4.4 The Seller shall procure that no Leakage occurs with respect to any of the Group Companies between, and including, the Signing Date and the Completion Date. 4.5 The Seller shall procure that the Group Companies remain insured until the Completion Date in substantially the same way as they are on the Signing Date and that all premiums due for such insurances are duly and timely paid. 4.6 The Seller shall procure that within 10 business days after the Signing Date, the Company will engage a valuation expert (re)insurance claims by Pine Walk Capital Limited the “Expert”) from an independent accounting firm to provide a fair value, as defined under accounting principles generally accepted in the US (US GAAP), for all real and personal property of the Company, including, but not limited to all land, buildings, and equipment located within or the cells and/or the subsidiaries outside of Pine Walk Capital Limited; 2.2.4 Pine Walk Europe establishing a permanent UK branch and acquiring a permanent Regulatory Authorisation; 2.2.5 the implementation of any transaction or the taking of any action required, contemplated, permitted or Poland provided for by any Transaction Document; 2.2.6 any matter required in order to comply with any law, court order or regulation (including: that (i) the requirements Buyer undertakes to reimburse the Company for the Expert’s fees and expenses as well as any additional costs reasonably triggered by such expertise (including overtime payment, if any, to employees of any Regulatory Authority or Regulatory Authorisation; the Company engaged in the process of choosing the Expert, agreeing the terms and conditions with the Expert and actions listed in (i) – (ii) in the next sentence) as demonstrated by the Company and (ii) any action the Company concludes the contract with the Expert to the satisfaction of any director the Company protecting Company’s interests, in particular the confidentiality of an MGA Group the Company’s information. The independent accounting firm shall be the local Polish affiliate of either Ernst & Young, Deloitte & Touche, or PwC chosen at the absolute discretion of the Company. The Seller shall procure that the Company that uses its reasonable best efforts to provide the Expert with (i) the available information required for the valuation, (ii) reasonable access to the facilities of the Company and (iii) access to a Drumet employee who is familiar with the equipment so long as such director believes is reasonably required in order to comply access does not interfere with his statutory or fiduciary directors’ such employee’s normal duties. Any report(s), statement(s), evaluation(s) or published policy other outcome(s) and result(s) of the MGA Group being undertaken by any MGA Group Company; 2.2.7 any matter reasonably undertaken by any MGA Group Expert’s work (hereby collectively “Deliverables”) shall be treated as Confidential Information of the Company immediately following an emergency or disaster or other serious incident or circumstance with and not be disclosed to the intention of minimising any adverse effect on the MGA Group (and of which the Investors’ Representative will be promptly notified); 2.2.8 the completion or performance of any obligation undertaken pursuant to any contract or arrangement entered into by any MGA Group Company Buyer prior to the date Completion Date. For the avoidance of this Agreement;doubt, such Deliverables are provided only for accounting purposes, as stipulated above, and shall not be any reason and/or basis whatsoever for correcting the Price or allowing to formulate any other claim against the Seller. 2.2.9 any increase in emoluments of any category of employees of any MGA Group 4.7 The Seller and the Buyer are aware that the Company where such increase is made has entered into an agreement dated 24 May 2006 with certain trade unions. The Parties have agreed that that within 5 Business Days from the Buyer’s written notification to the Seller, the Seller shall procure that the Company shall deliver to trade unions a letter substantially in accordance with Schedule 4.7. 4.8 If the normal practice management board of the relevant employing MGA Group Company notifies the Seller that the Company requires additional funding to operate its business, the Seller shall notify the Buyer without undue delay at the latest within 5 (five) Business Days from the day of receipt of request about such request together with a statement whether and to what extent the Seller intends to provide funding to the Company; 2.2.10 any payment being made . The Buyer may request, in its absolute discretion, that the Seller provides the requested funding (but not in excess of what has been requested by any MGA Group Company for or in respect of any Tax the management board to the Company). The funding shall be provided in the ordinary and usual course form of business in a manner consistent shareholder loans with past practice; 2.2.11 any matter being undertaken by any MGA Group Company at the written request, or with the prior written consent, an accrued interest rate of the Investors’ Representative (such consent not to be unduly withheld, conditioned or delayed); 2.2.12 any investment in A Ordinary Shares of Topco on substantially the same terms as the Subscription Agreements up to an aggregate subscription amount of $[******] by any person reasonably satisfactory to the Investors’ Representative and the Management Seller Representative; and 2.2.13 any incurrence of any liability by an MGA Group Company in connection with the facilities referred to in the Debt Commitment Letter (including any liability to FIHL if FIHL makes any payments on behalf of any MGA Group Company in connection with such facilities). 2.3 If FIHL requests the approval of the Investors’ Representative pursuant to Clause 2.1 or otherwise under this Agreement, the Investors’ Representative shall respond to such request as soon as reasonably practicable and in any event within five Business Days after such request is made10% p.a. Failure of the Investors’ Representative to respond within that period The shareholder loan agreement shall be deemed to be an approval to proceed with the relevant act, matter or course of conduct which is the subject of the request. In no circumstances is this Clause 2 intended to allow any Investor the ability to control the Group or the MGA Group. 2.4 At or prior to Completion, each of the Parties shall implement, or procure the implementation of, in each case to the extent within their power, each of the Structure Steps concluded substantially in accordance with the terms and conditions of the Final Structure Steps Documents shareholder loan agreements existing as of the Signing Date and each such Structure Step shall be implemented specified in the order set out in the Structure Steps Plan (the “Reorganisation”)Clause 6.1.7. 2.5 FIHL shall use its reasonable best efforts to procure that the Final Structure Step Documents are drafted (including, without limitation, by proposing such customary provisions that are consistent with generally accepted market practice) by no later than Completion, provided that no Final Structure Step Document may be entered into if it would or would reasonably be expected 4.9 The Seller undertakes not to, in comparison to the position agreed in the Structure Steps Plan, negatively impact in any material way, directly or indirectly, any Investor or the MGA Group (an “Adverse Change”), without the prior written consent of the Investors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided that, (i) if no reply is given within two Business Days take any action to solicit, initiate, encourage or assist the submission of any proposal, negotiation or offer from any person or entity relating to the sale of shares in the Company or the acquisition, sale, lease, license or other disposition of the relevant Final Structure Step Document being provided Company or any material part of the shares or fixed assets of the Company, or (ii) enter into any discussions, negotiations or execute any agreement related to each Investor any of the foregoing, and shall notify the Buyer promptly of any inquiries by any third parties in regards to the foregoing. 4.10 The undertakings of the Seller in Clauses 4.1 to 4.9 above (or each Investor’s counsel), the Investors’ Representative “Pre-Completion Undertakings”) shall be deemed to have satisfied if (i) the action that would otherwise represent a breach of the Pre-Completion Undertakings was approved such Final Structure Step Document; by the Buyer in writing or (ii) if a reply is given was not objected to by the Investors’ Representative Buyer within five (or 5) Business Days after obtaining written request of the Investors’ counsel) describing a change to Seller for approval of such action along with justification of such request. For the position agreed in the Structure Steps Plan which the Investors’ Representative believes in good faith could be an Adverse Change, then FIHLavoidance of doubt, the relevant Parties and list of Pre-Completion Undertakings specified in Clauses 4.1 to 4.9 constitutes the Investors exhaustive list of such undertakings. It shall cooperate in good faith using reasonable best efforts on not be construed as an infringement of a prompt basis to revise Pre-Completion Undertaking if such Final Structure Step Documents such action, that it does not constitute an Adverse Change and allowing their implementation before the Long Stop Date; (iii) the impact of any change in tax law arising on or after the date of this Agreement shall be excluded in any such determination of any Adverse Change; and (iv) if an Adverse Change could disproportionately negatively impact any Investor in any material way, relative to the other Investors, such Investor shall also have the same rights as the Investors’ Representative set forth in this Clause 2.5 mutatis mutandis. 2.6 Each would otherwise represent a breach of the Parties shallPre-Completion Undertakings, and shall procure was taken in order to secure that their respective Related Persons and their Related Persons’ respective representatives shall, in each case a Group Company complies with any changes to the extent within their power: 2.6.1 exercise all rights and privileges and perform all duties and obligations, whether as a security holder or otherwise, including by attending or voting at meetings of any security holders, executing consents to short notice in respect of any such meetings, and receiving, approving or executing any written resolution circulated to any security holder, in each case necessary or desirable to approve the Reorganisation; and 2.6.2 not enter into any agreement or arrangement which may impede or frustrate the Reorganisation. 2.7 Subject to Clause 4.7, at or prior to Completion, FIHL shall, and shall procure that the relevant members applicable mandatory provisions of the Group to, enter into, adopt or otherwise implement law that may occur within the Binder Agreementsperiod specified in Clause 4.1.

PRE-COMPLETION UNDERTAKINGS. Conduct 4.1 Save with the prior written consent of business before Completion 2.1 Subject the Purchaser, such consent (save with respect to Clause 2.2paragraphs (a), FIHL (c), (d), (k) and (j) of Part A of Schedule 4, in respect of which the Purchaser may withhold its consent in its absolute discretion) not to be unreasonably withheld and which consent shall use its reasonable best efforts be deemed to procurebe given if not refused within five (5) Business Days from the date of request therefore, and save with respect to the extent such matter exceptions listed in Part B of Schedule 4, Phoenix shall procure (so far as it is within its power and control (whether by exercising its right as a holder of shares in any MGA Group Company or pursuant to any agreement, arrangement or understanding to which it is a partydo so) that, that between the date of this Agreement and Completion, no MGA each Group Company will without the prior written approval shall take such actions or refrain from taking such actions as are required pursuant to Part A of the Investors’ Representative (such approval not Schedule 4 of this Agreement unless expressly permitted or required to be unreasonably withheld, conditioned or delayed) undertake any of the acts or matters listed in Schedule 3. 2.2 Clause 2.1 shall not operate so as to restrict or prevent: 2.2.1 entering into the Binder Agreements, including any matter permitted take them under the terms of this Agreement. 4.2 For the Binder Agreements; 2.2.2 subject always to purposes of Clause 2.54.1, the implementation Purchaser shall at the date of this Agreement nominate an individual who shall be responsible for giving or refusing consent if requested by Phoenix. Consent received from such person shall be sufficient consent for the purposes of Clause 4.1. 4.3 Neither the Purchaser nor VEG shall liquidate, dissolve, wind up its affairs or merge with any corporation or sell or convey all or substantially all of its assets, nor shall the Purchaser enter into any similar transaction in which the Purchaser is not a continuing public company with reporting obligations under the Exchange Act. 4.4 The Purchaser shall procure that, prior to Completion, US Newco is incorporated as a direct subsidiary of the Purchaser and that US Newco shall not carry on any business or have any assets or liabilities of any transaction nature whatsoever before Completion, except for those transferred to or the taking of any action permitted or provided for or contemplated assumed by the Structure Steps Plan or any Final Structure Steps Document, including any negotiation of the purchase of the non-controlling interests in Pine Walk Capital Limited as contemplated at Structure Steps 4 and 20; 2.2.3 any matters that do not involve the negotiation, entering into, termination and/or other material variation or amendment of a Material Contract and that are in the ordinary course of business for Pine Walk Capital Limited and its cells and/or its subsidiaries and are conducted in a manner consistent with the running of the business of such entities in the prior twelve (12) months (to the extent that parts of the MGA Group’s business existed during such period, acknowledging that the MGA Group is to be established pursuant to the implementation of the Structure Steps Plan), including: (a) the acquisition of shares or any other interest in any person by Pine Walk Capital Limited where the business of such person is underwriting (re)insurance as a managing general agent on behalf of the Balance Sheet Business, pursuant to delegated authority granted by one or more FIHL subsidiaries; (b) the creation, allotment, issue or transfer by any shareholder (other than an MGA Group Company) to another shareholder of, or the grant of any option over or other right to subscribe for or purchase, or redeem, buy back, sub-divide, consolidate, re-denominate, convert, reduce, cancel, restrict or alter the rights attaching to, any share or loan capital or securities or securities convertible into any of the foregoing of Pine Walk Capital Limited, or its cells or subsidiaries it pursuant to any employee share scheme in place in connection therewith or otherwise;transaction contemplated by this Agreement. (c) 4.5 To the declaration, authorisation, making or the paying of any dividends (in cash or in specie) or other distribution of a similar nature or taxed in the same way as a dividend by Pine Walk Capital Limited or any of the cells and/or the subsidiaries of Pine Walk Capital Limited; and (d) the commencement of any litigation or arbitration proceedings or the compromise, cessation or settlement of any litigation or arbitration proceedings or any action, demand or dispute or waiver of a right in relation to any litigation or arbitration proceedings in connection with the handling of (re)insurance claims by Pine Walk Capital Limited or the cells and/or the subsidiaries of Pine Walk Capital Limited; 2.2.4 Pine Walk Europe establishing a permanent UK branch and acquiring a permanent Regulatory Authorisation; 2.2.5 the implementation of any transaction or the taking of any action required, contemplated, permitted or provided for by any Transaction Document; 2.2.6 any matter required in order to comply with any law, court order or regulation (including: (i) the requirements of any Regulatory Authority or Regulatory Authorisation; and (ii) any action of any director of an MGA Group Company that such director believes is reasonably required in order to comply with his statutory or fiduciary directors’ duties) or published policy of the MGA Group being undertaken by any MGA Group Company; 2.2.7 any matter reasonably undertaken by any MGA Group Company immediately following an emergency or disaster or other serious incident or circumstance with the intention of minimising any adverse effect on the MGA Group (and of which the Investors’ Representative will be promptly notified); 2.2.8 the completion or performance of any obligation undertaken pursuant to any contract or arrangement entered into by any MGA Group Company extent not previously obtained prior to the date of this Agreement; 2.2.9 any increase in emoluments of any category of employees of any MGA Group Company where such increase is made in accordance with the normal practice of the relevant employing MGA Group Company; 2.2.10 any payment being made by any MGA Group Company for or in respect of any Tax in the ordinary and usual course of business in a manner consistent with past practice; 2.2.11 any matter being undertaken by any MGA Group Company at the written request, or with the prior written consent, of the Investors’ Representative (such consent not to be unduly withheld, conditioned or delayed); 2.2.12 any investment in A Ordinary Shares of Topco on substantially the same terms as the Subscription Agreements up to an aggregate subscription amount of $[******] by any person reasonably satisfactory to the Investors’ Representative and the Management Seller Representative; and 2.2.13 any incurrence of any liability by an MGA Group Company in connection with the facilities referred to in the Debt Commitment Letter (including any liability to FIHL if FIHL makes any payments on behalf of any MGA Group Company in connection with such facilities). 2.3 If FIHL requests the approval of the Investors’ Representative pursuant to Clause 2.1 or otherwise under this Agreement, the Investors’ Representative shall respond to such request as soon as reasonably practicable after the date of this Agreement, the Purchaser shall take all such steps and deliver all such documentation to the Dutch Authority for the Financial Markets or otherwise as are in any event within five Business Days after such request is made. Failure each case necessary in order for dispensation to be granted pursuant to Section 4 of the Investors’ Representative to respond within that period shall be deemed to be an approval to proceed with Act on the relevant act, matter or course Supervision of conduct which is the subject Securities Trade 1995 in respect of the request. In no circumstances is this Consideration Warrants. 4.6 The Purchaser undertakes and acknowledges that from the date of entry into the Confidentiality Letter until Completion, it has not and shall not (and shall procure that its group undertakings do not): (a) save to the extent permitted by Clause 2 intended 4.9, directly or indirectly make or have any contact whatsoever with any Group Company or any officer or employee of any Group Company; or (b) use Information provided by Phoenix, the Company or any Connected Person (as such terms are defined in the Confidentiality Agreement), persuade or seek to allow persuade any Investor the ability to control customer, supplier or independent contractor of any of the Group Companies to cease to do business or reduce the amount of business which such customer, supplier or independent contractor has customarily done with such Group Company. 4.7 To the extent that it has not supplied copies by the date of this Agreement, Phoenix shall forthwith provide the Purchaser with a copy of the Shareholders Agreement, the Senior Credit Agreement, the Intercreditor Deed dated January 14 1999, the agreement regulating the Co-Investor Loan and the Mezzanine Credit Agreement, copies of its monthly reports to lenders under the Senior Credit Agreement for the periods from June 2002 onwards (excluding all forward-looking information) together with copies of all supplementary or amending agreements entered into pursuant to such agreements, in particular all accession memoranda, if any, and copies of all agreements relating to the obligation of the Company or any Group Company to pay or reimburse the Compass Management Fee and the Transaction Fees. Phoenix shall also, without undue delay after the date of this Agreement, deliver to the Purchaser, copies of the documentation relating to all outstanding pledges, charges, liens and encumbrances granted pursuant to the Senior Credit Agreement or the MGA Group. 2.4 At or prior to CompletionMezzanine Credit Agreement, as well as copies of each of the Parties shall implement, or procure the implementation ofLetter of Credit Guarantees. Phoenix will, in each case addition, provide copies of any agreements entered into by any Group Company on or after today's date relating to the extent within their powerShareholders Agreement, each the Senior Credit Agreement, the Co-Investor Loan, the Mezzanine Credit Agreement or the payment of the Structure Steps in accordance Compass Management Fee or any of the Transaction Fees, as soon as practicable after execution thereof by the relevant Group Company. 4.8 Phoenix undertakes to procure that the Company provides the Purchaser with copies of: (a) its monthly reports to the lenders under the Senior Credit Agreement as soon as practicable after delivery of such reports as required pursuant to the Senior Credit Agreement; (b) from October 1, 2002, copies of all requests made for consents or approvals as required under the terms and conditions of the Final Structure Steps Documents Senior Credit Agreement; (c) as soon as practicable after the date of this Agreement, reasonable details of the actions that have been taken by any Group Company during the period from and each such Structure Step shall be implemented including 30 September 2002 to but excluding the date of this Agreement which, had the provisions of Clause 4 of this Agreement been in effect during that period, would have required the order set out in Purchaser's consent; and (d) as soon as practicable after the Structure Steps Plan (date of this Agreement, reasonable details of any items of Capital Expenditure of more than 500,000 euros paid by any Group Company during the “Reorganisation”)period from and including 30 September 2002 to but excluding the date of this Agreement. 2.5 FIHL shall use its 4.9 From the date of this Agreement the Purchaser, with reasonable best efforts notice to procure that Phoenix (such notice to specify the Final Structure Step Documents are drafted (including, without limitation, by proposing such customary provisions that are consistent reason for the visit) and with generally accepted market practice) by no later than Completion, provided that no Final Structure Step Document may be entered into if it would or would reasonably be expected to, in comparison to the position agreed in the Structure Steps Plan, negatively impact in any material way, directly or indirectly, any Investor or the MGA Group (an “Adverse Change”), without the prior written consent of the Investors’ Representative Phoenix (such consent not to be unreasonably withheld, conditioned withheld or delayed); provided that, (i) if no reply is given within two Business Days and subject always to the terms of the relevant Final Structure Step Document being provided to each Investor (or each Investor’s counsel)Confidentiality Agreement, the Investors’ Representative shall be deemed to have approved allowed such Final Structure Step Document; (ii) if a reply is given by the Investors’ Representative (or the Investors’ counsel) describing a change access as it may reasonably require to the position agreed in the Structure Steps Plan which the Investors’ Representative believes in good faith could be an Adverse Change, then FIHL, the relevant Parties and the Investors shall cooperate in good faith using reasonable best efforts on a prompt basis to revise such Final Structure Step Documents such that it does not constitute an Adverse Change and allowing their implementation before the Long Stop Date; premises (iii) the impact of any change in tax law arising on or after the date of this Agreement shall be excluded in any such determination of any Adverse Change; and (iv) if an Adverse Change could disproportionately negatively impact any Investor in any material way, relative to the other Investors, such Investor shall also have the same rights as the Investors’ Representative set forth in this Clause 2.5 mutatis mutandis. 2.6 Each of the Parties shall, and shall procure that their respective Related Persons and their Related Persons’ respective representatives shall, in each case to the extent within their power: 2.6.1 exercise all rights and privileges and perform all duties and obligations, whether as a security holder or otherwise, including by attending or voting at meetings of any security holders, executing consents to short notice in respect of any such meetings, and receiving, approving or executing any written resolution circulated to any security holder, in each case necessary or desirable to approve the Reorganisation; and 2.6.2 not enter into any agreement or arrangement which may impede or frustrate the Reorganisation. 2.7 Subject to Clause 4.7, at or prior to Completion, FIHL shall, and shall procure provided that the relevant members of the Group to, enter into, adopt or otherwise implement the Binder Agreements.Purchaser shall

PRE-COMPLETION UNDERTAKINGS. Conduct (a) Pending Closing, the Exchanging Shareholders shall ensure that: (i) Shuttle and its subsidiaries shall carry on their business in the ordinary and usual course and shall not make (or agree to make) any payment other than routine payments in the ordinary and usual course of business before Completiontrading; 2.1 Subject (ii) Shuttle and its subsidiaries shall take all reasonable steps to Clause 2.2, FIHL shall use its reasonable best efforts preserve and protect their assets; (iii) prompt disclosure is made to procure, SCM of all relevant information which comes to the extent such notice of the Exchanging Shareholders in relation to any fact or matter (whether existing on or before the date of this Agreement or arising afterwards) which may constitute a breach of any of the representations or warranties which would have a Material Adverse Effect on Shuttle and its subsidiaries if the representations or warranties were to be repeated on or at any time before Closing by reference to the facts and circumstances then existing; (iv) no dividend or other distribution (within the meaning of section 209 of the Taxes Act) shall be declared, paid or made by any Shuttle or any of its subsidiaries; (v) no share or loan capital shall be allotted or issued or agreed to be allotted or issued by Shuttle or any of its subsidiaries; (vi) no action is taken by Shuttle or any of its subsidiaries which is inconsistent with the provisions of this Agreement or the consummation of the transactions contemplated by this Agreement. (b) Pending Closing, the Exchanging Shareholders shall ensure that Shuttle consults fully with SCM in relation to any matters which may have a material effect upon Shuttle or any of its subsidiaries and that, without the prior consent of SCM (which shall be deemed to have been given where the matter is within separately disclosed in the Shuttle Disclosure Letter and proceeds on the terms and conditions referred to in the Shuttle Disclosure Letter), neither Shuttle or any of its power and control subsidiaries shall: (whether by exercising its right as i) enter into any contract or commitment (or make a holder bid or offer which may lead to a contract or commitment) having a value or involving expenditure in excess of shares $50,000 or which is of a long term or unusual nature or which could involve an obligation of a material nature or which may result in any MGA Group Company material change in the nature or pursuant scope of the operations of Shuttle or any of its subsidiaries; (ii) agree to any agreement, arrangement or understanding variation of any existing contract to which it is a party) that, between party and which may have a material effect upon the date of this Agreement and Completion, no MGA Group Company will without the prior written approval nature or scope of the Investors’ Representative (such approval not to be unreasonably withheld, conditioned operations of Shuttle or delayed) undertake any of the acts or matters listed in Schedule 3. 2.2 Clause 2.1 shall not operate so as to restrict or prevent: 2.2.1 entering into the Binder Agreements, including any matter permitted under the terms of the Binder Agreements; 2.2.2 subject always to Clause 2.5, the implementation of any transaction or the taking of any action permitted or provided for or contemplated by the Structure Steps Plan or any Final Structure Steps Document, including any negotiation of the purchase of the non-controlling interests in Pine Walk Capital Limited as contemplated at Structure Steps 4 and 20; 2.2.3 any matters that do not involve the negotiation, entering into, termination and/or other material variation or amendment of a Material Contract and that are in the ordinary course of business for Pine Walk Capital Limited and its cells and/or its subsidiaries and are conducted in a manner consistent with the running of the business of such entities in the prior twelve (12) months (to the extent that parts of the MGA Group’s business existed during such period, acknowledging that the MGA Group is to be established pursuant to the implementation of the Structure Steps Plan), including: (a) the acquisition of shares or any other interest in any person by Pine Walk Capital Limited where the business of such person is underwriting (re)insurance as a managing general agent on behalf of the Balance Sheet Business, pursuant to delegated authority granted by one or more FIHL subsidiaries; (biii) the creation, allotment, issue or transfer by any shareholder (other than an MGA Group Company) to another shareholder of, or the grant of any option over or other right to subscribe for or purchase, or redeem, buy back, sub-divide, consolidate, re-denominate, convert, reduce, cancel, restrict or alter the rights attaching to, any share or loan capital or securities or securities convertible into any of the foregoing of Pine Walk Capital Limited, or its cells or subsidiaries pursuant to any employee share scheme in place in connection therewith or otherwise; (c) the declaration, authorisation, making or the paying of any dividends (in cash or in specie) or other distribution of a similar nature or taxed in the same way as a dividend by Pine Walk Capital Limited or any of the cells and/or the subsidiaries of Pine Walk Capital Limited; and (d) the commencement of any litigation or arbitration proceedings or the compromise, cessation or settlement of any litigation or arbitration proceedings or any action, demand or dispute or waiver of a right in relation to any litigation or arbitration proceedings in connection with the handling of (re)insurance claims by Pine Walk Capital Limited or the cells and/or the subsidiaries of Pine Walk Capital Limited; 2.2.4 Pine Walk Europe establishing a permanent UK branch and acquiring a permanent Regulatory Authorisation; 2.2.5 the implementation of any transaction or the taking of any action required, contemplated, permitted or provided for by any Transaction Document; 2.2.6 any matter required in order to comply with any law, court order or regulation (including: (i) the requirements of any Regulatory Authority or Regulatory Authorisation; and (ii) any action of any director of an MGA Group Company that such director believes is reasonably required in order to comply with his statutory or fiduciary directors’ duties) or published policy of the MGA Group being undertaken by any MGA Group Company; 2.2.7 any matter reasonably undertaken by any MGA Group Company immediately following an emergency or disaster or other serious incident or circumstance with the intention of minimising any adverse effect on the MGA Group (and of which the Investors’ Representative will be promptly notified); 2.2.8 the completion or performance of any obligation undertaken pursuant to any contract or arrangement entered into by any MGA Group Company prior to the date of this Agreement; 2.2.9 any increase in emoluments of any category of employees of any MGA Group Company where such increase is made in accordance with the normal practice of the relevant employing MGA Group Company; 2.2.10 any payment being made by any MGA Group Company for or in respect of any Tax whether in the ordinary and usual course of business in a manner consistent with past practice; 2.2.11 any matter being undertaken by any MGA Group Company at the written requestor otherwise) acquire or dispose of, or with the prior written consentagree to acquire or dispose of, of the Investors’ Representative (such consent not to be unduly withheld, conditioned any business or delayed); 2.2.12 any investment asset having a value in A Ordinary Shares of Topco on substantially the same terms as the Subscription Agreements up to an aggregate subscription amount excess of $[******] by any person reasonably satisfactory to the Investors’ Representative and the Management Seller Representative50,000; andor 2.2.13 any incurrence of any liability by an MGA Group Company in connection with the facilities referred to in the Debt Commitment Letter (including any liability to FIHL if FIHL makes any payments on behalf of any MGA Group Company in connection with such facilities). 2.3 If FIHL requests the approval of the Investors’ Representative pursuant to Clause 2.1 or otherwise under this Agreement, the Investors’ Representative shall respond to such request as soon as reasonably practicable and in any event within five Business Days after such request is made. Failure of the Investors’ Representative to respond within that period shall be deemed to be an approval to proceed with the relevant act, matter or course of conduct which is the subject of the request. In no circumstances is this Clause 2 intended to allow any Investor the ability to control the Group or the MGA Group. 2.4 At or prior to Completion, each of the Parties shall implement, or procure the implementation of, in each case to the extent within their power, each of the Structure Steps in accordance with the terms and conditions of the Final Structure Steps Documents and each such Structure Step shall be implemented in the order set out in the Structure Steps Plan (the “Reorganisation”). 2.5 FIHL shall use its reasonable best efforts to procure that the Final Structure Step Documents are drafted (including, without limitation, by proposing such customary provisions that are consistent with generally accepted market practice) by no later than Completion, provided that no Final Structure Step Document may be entered into if it would or would reasonably be expected to, in comparison to the position agreed in the Structure Steps Plan, negatively impact in any material way, directly or indirectly, any Investor or the MGA Group (an “Adverse Change”), without the prior written consent of the Investors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided that, (i) if no reply is given within two Business Days of the relevant Final Structure Step Document being provided to each Investor (or each Investor’s counsel), the Investors’ Representative shall be deemed to have approved such Final Structure Step Document; (ii) if a reply is given by the Investors’ Representative (or the Investors’ counsel) describing a change to the position agreed in the Structure Steps Plan which the Investors’ Representative believes in good faith could be an Adverse Change, then FIHL, the relevant Parties and the Investors shall cooperate in good faith using reasonable best efforts on a prompt basis to revise such Final Structure Step Documents such that it does not constitute an Adverse Change and allowing their implementation before the Long Stop Date; (iii) the impact of any change in tax law arising on or after the date of this Agreement shall be excluded in any such determination of any Adverse Change; and (iv) if an Adverse Change could disproportionately negatively impact any Investor in any material way, relative to the other Investors, such Investor shall also have the same rights as the Investors’ Representative set forth in this Clause 2.5 mutatis mutandis. 2.6 Each of the Parties shall, and shall procure that their respective Related Persons and their Related Persons’ respective representatives shall, in each case to the extent within their power: 2.6.1 exercise all rights and privileges and perform all duties and obligations, whether as a security holder or otherwise, including by attending or voting at meetings of any security holders, executing consents to short notice in respect of any such meetings, and receiving, approving or executing any written resolution circulated to any security holder, in each case necessary or desirable to approve the Reorganisation; and 2.6.2 not enter into any agreement agreement, contract, arrangement or arrangement which may impede transaction (whether or frustrate not legally binding) other than in the Reorganisationordinary and usual course of business. 2.7 Subject to Clause 4.7, at or prior to Completion, FIHL shall, and shall procure that the relevant members of the Group to, enter into, adopt or otherwise implement the Binder Agreements.

PRE-COMPLETION UNDERTAKINGS. Conduct of business before Completion 2.1 Subject to Clause 2.2, FIHL shall use its reasonable best efforts to procure, to 7.1 Between the extent such matter is within its power and control (whether by exercising its right as a holder of shares in any MGA Group Company or pursuant to any agreement, arrangement or understanding to which it is a party) that, between the date execution of this Agreement and Completion, no MGA Group Company will the Completion Date: 7.1.1 the Institutional Seller and each Senior Management Seller severally agrees that it shall not (where applicable) without the prior written approval of the Investors’ Representative (such approval not Buyer exercise any voting rights over the Securities held by it to be unreasonably withheld, conditioned or delayed) undertake approve any of the acts numbered matters specified in Schedule 3 save to the extent that such action is Permitted Leakage or matters listed is expressly provided for in the Transaction Documents; and 7.1.2 each Senior Management Seller severally undertakes to the Buyer that he shall, in each case to the extent that he is reasonably able and legally permitted or entitled to do so by exercising his rights as a shareholder, director (after taking into account any applicable fiduciary duties) and/or employee (as applicable): (i) in each case save to the extent that such action is Permitted Leakage or is expressly provided for in the Transaction Documents, procure that each of the Group Companies does 004600-0228-14943-Active.18252126.10 not take or agree to take any of the numbered actions specified in Schedule 3; and (ii) procure that each of the Group Companies will carry on its business in the usual and ordinary course of business; and 7.1.3 the Institutional Seller undertakes to the Buyer that it will not exercise its voting rights as a shareholder, or if requested give any consent under any investment or shareholder agreement affecting the Company, to approve any of the matters specified in Schedule 3 save to the extent that such action is Permitted Leakage or is expressly provided for in the Transaction Documents. 2.2 7.2 Clause 2.1 7.1 does not apply in respect of and shall not operate so as to restrict or prevent: 2.2.1 entering into the Binder Agreements, including any matter permitted under the terms of the Binder Agreements; 2.2.2 subject always to Clause 2.5, the implementation of any transaction or the taking of any action permitted or provided for or contemplated by the Structure Steps Plan or any Final Structure Steps Document, including any negotiation of the purchase of the non-controlling interests in Pine Walk Capital Limited as contemplated at Structure Steps 4 and 20; 2.2.3 any matters that do not involve the negotiation, entering into, termination and/or other material variation or amendment of a Material Contract and that are in the ordinary course of business for Pine Walk Capital Limited and its cells and/or its subsidiaries and are conducted in a manner consistent with the running of the business of such entities in the prior twelve (12) months (to the extent that parts of the MGA Group’s business existed during such period, acknowledging that the MGA Group is to be established pursuant to the implementation of the Structure Steps Plan), including: (a) the acquisition of shares or any other interest in any person by Pine Walk Capital Limited where the business of such person is underwriting (re)insurance as a managing general agent on behalf of the Balance Sheet Business, pursuant to delegated authority granted by one or more FIHL subsidiaries; (b) the creation, allotment, issue or transfer by any shareholder (other than an MGA Group Company) to another shareholder of, or the grant of any option over or other right to subscribe for or purchase, or redeem, buy back, sub-divide, consolidate, re-denominate, convert, reduce, cancel, restrict or alter the rights attaching to, any share or loan capital or securities or securities convertible into any of the foregoing of Pine Walk Capital Limited, or its cells or subsidiaries pursuant to any employee share scheme in place in connection therewith or otherwise; (c) the declaration, authorisation, making or the paying of any dividends (in cash or in specie) or other distribution of a similar nature or taxed in the same way as a dividend by Pine Walk Capital Limited or any of the cells and/or the subsidiaries of Pine Walk Capital Limited; and (d) the commencement of any litigation or arbitration proceedings or the compromise, cessation or settlement of any litigation or arbitration proceedings or any action, demand or dispute or waiver of a right in relation to any litigation or arbitration proceedings in connection with the handling of (re)insurance claims by Pine Walk Capital Limited or the cells and/or the subsidiaries of Pine Walk Capital Limited; 2.2.4 Pine Walk Europe establishing a permanent UK branch and acquiring a permanent Regulatory Authorisation; 2.2.5 the implementation of any transaction or the taking of any action required, contemplated, permitted or provided for by any Transaction Document; 2.2.6 any matter required in order to comply with any law, court order or regulation (including: (i) the requirements of any Regulatory Authority or Regulatory Authorisation; and (ii) any action of any director of an MGA Group Company that such director believes is reasonably required in order to comply with his statutory or fiduciary directors’ duties) or published policy of the MGA Group being undertaken by any MGA Group Company; 2.2.7 any matter reasonably undertaken by any MGA Group Company immediately following an emergency or disaster or other serious incident or circumstance with the intention of minimising any adverse effect on the MGA Group (and of which the Investors’ Representative will be promptly notified); 2.2.8 7.2.1 the completion or performance of actions which are necessary to discharge any obligation obligations undertaken pursuant to any contract legal or arrangement entered into by regulatory obligation in accordance with and pursuant to any MGA Group Company contract, arrangement, licence or consent in the form disclosed in the Data Room prior to the date of this Agreement; 2.2.9 Agreement and entered into by or relating to any increase in emoluments of any category of employees of any MGA Group Company where such increase is made in accordance with the normal practice member of the relevant employing MGA Group Company; 2.2.10 any payment being made by any MGA Group Company for or in respect of any Tax in the usual and ordinary and usual course of business prior to the date of this Agreement (or, in the case of a manner consistent with past practicelicence or consent, issued or granted); 2.2.11 7.2.2 any matter being action undertaken by any MGA Group Company or omitted at the written request, request or with the prior written consent, consent of the Investors’ Representative Buyer (and for this purpose, the written consent of or consent by email from either of Xxxx Xxxxx or Xxxxxx Xxxxxx shall constitute consent of the Buyer); 7.2.3 any action set out in Annex 7 to the Business Warranties Disclosure Exhibit; 7.2.4 any matter provided for or action required to give effect to this Agreement, any Transaction Document or the Transaction; or 7.2.5 any action required by Law. 7.3 Between the execution of this Agreement and Completion, the Senior Management Sellers shall: 7.3.1 provide the Buyer on a monthly basis with copies of the consolidated management accounts of Rhiag Bondco S.p.A., no later than three Business Days following the date on which they become available, in a format approved by legal counsel; and 7.3.2 upon the reasonable request of the Buyer, arrange for senior members of the management team of the Company to meet the Buyer or any person authorised by the Buyer, provided that the Buyer gives notice of no less than five Business Days of any meeting request (such consent notice not to be unduly withheldgiven prior to 15 days after the date of this Agreement). Such meetings shall take place no more than once per month and the Buyer shall not otherwise interfere with the ordinary operations of the business of the Group Companies. Such meetings will have an agenda approved by legal counsel for the Senior Management Sellers and for the Buyer and circulated to participants at least two Business Days in advance and minutes will be taken during such meetings, conditioned or delayed);provided that the Guarantor agrees that it and its Subsidiaries shall not trade in the Group’s publicly traded bonds. 2.2.12 any investment in A Ordinary Shares of Topco on substantially 7.4 The Institutional Seller shall consult with the same terms as the Subscription Agreements up to an aggregate subscription amount of $[******] by any person reasonably satisfactory to the InvestorsSenior Management Sellers’ Representative and the Management Seller Representative; and 2.2.13 any incurrence of any liability by an MGA Group Company in connection with the facilities referred to preparation of the final Approved Company Adviser Fee Schedule and the final Approved Shareholder Adviser Fee Schedule and shall provide the Senior Management Sellers’ Representative with final versions before they are delivered under Clauses 7.5 and 7.6. If the total aggregate level of fees in the Debt Commitment Letter (including any liability final Approved Company Adviser Fee Schedule and the final Approved Shareholder Adviser Fee Schedule, taken together, exceeds the total aggregate level of fees shown in the estimate of Approved Company Adviser Fee Schedule and the estimate of Approved Shareholder Adviser Fee Schedule, taken together, circulated to FIHL if FIHL makes any payments on behalf the Senior Management Sellers’ legal adviser in advance of any MGA Group Company in connection with such facilities). 2.3 If FIHL requests the approval execution of the Investors’ Representative pursuant to Clause 2.1 or otherwise under this Agreement, the Investors’ Representative shall respond to such request as soon as reasonably practicable Agreement and in any event within five Business Days after such request is made. Failure of the Investors’ Representative to respond within that period shall be deemed to be an approval to proceed with the relevant act, matter or course of conduct which is the subject of the request. In no circumstances is this Clause 2 intended to allow any Investor the ability to control the Group or the MGA Group. 2.4 At or prior to Completion, each of the Parties shall implement, or procure the implementation of, in each case to the extent within their power, each of the Structure Steps in accordance with the terms including all VAT and conditions of the Final Structure Steps Documents similar taxes and each such Structure Step shall be implemented in the order set out in the Structure Steps Plan (the “Reorganisation”). 2.5 FIHL shall use its reasonable best efforts to procure that the Final Structure Step Documents are drafted (including, without limitationdisbursements, by proposing such customary provisions that are consistent with generally accepted market practice) by no later more than Completion10%, provided that no Final Structure Step Document may be entered into if it would or would reasonably be expected to, in comparison to the position agreed in final Approved Company Adviser Fee Schedule and the Structure Steps Plan, negatively impact in any material way, directly or indirectly, any Investor or final Approved Shareholder Adviser Fee Schedule shall require the MGA Group (an “Adverse Change”), without the prior written consent of the InvestorsSenior Management Sellers’ Representative (such consent not to be unreasonably withheld, conditioned delayed or delayedmade subject to conditions); provided that, (i) if no reply . If the Senior Management Sellers’ Representative is given within two Business Days of the relevant Final Structure Step Document being provided entitled to each Investor (or each Investor’s counsel)withhold consent and does so, the Investorsfinal Approved Company Adviser Fee Schedule and the final Approved Shareholder Adviser Fee Schedule shall be adjusted so that the total aggregate increase over the estimates is 10%. 004600-0228-14943-Active.18252126.10 7.5 The Institutional Seller shall deliver to the Buyer and the Senior Management Sellers’ Representative the Approved Company Adviser Fee Schedule no later than 11:00 a.m. on the fifth Business Day immediately preceding the Completion Date. 7.6 The Institutional Seller shall be deemed deliver to have approved such Final Structure Step Document; (ii) if a reply is given by the InvestorsBuyer and the Senior Management Sellers’ Representative (or the Investors’ counsel) describing a change to Approved Shareholder Adviser Fee Schedule no later than 11:00 a.m. on the position agreed in fifth Business Day immediately preceding the Structure Steps Plan which the Investors’ Representative believes in good faith could be an Adverse Change, then FIHL, the relevant Parties and the Investors shall cooperate in good faith using reasonable best efforts on a prompt basis to revise such Final Structure Step Documents such that it does not constitute an Adverse Change and allowing their implementation before the Long Stop Completion Date; (iii) the impact of any change in tax law arising on or after . 7.7 Between the date of this Agreement shall be excluded in any such determination of any Adverse Change; and (iv) if an Adverse Change could disproportionately negatively impact any Investor in any material way, relative to the other Investors, such Investor shall also have Completion Date: 7.7.1 the same rights as the Investors’ Representative set forth in this Clause 2.5 mutatis mutandis. 2.6 Each of the Parties Sellers undertake that they shall, and shall procure that their respective Related Persons each relevant Group Company shall serve the Facility Agent with a prepayment and their Related Persons’ respective representatives shall, cancellation notice in each case to accordance with the extent within their power: 2.6.1 exercise all rights and privileges and perform all duties and obligations, whether as a security holder or otherwise, including by attending or voting at meetings terms of any security holders, executing consents to short notice the Revolving Credit Facility Agreement in respect of any such meetings, and receiving, approving or executing any written resolution circulated to any security holder, in each case necessary or desirable to approve the Reorganisationprepayment and/or cancellation on the Completion Date of the External Financing provided under the Revolving Credit Facility Agreement; and 2.6.2 7.7.2 if requested by the Buyer, the Sellers shall procure that Rhino Bondco S.p.A. furnishes an officer’s certificate meeting the requirements of Section 3.01 of the Senior Notes Indenture to the Trustee together with a notice to noteholders in respect of the redemption of some or all the outstanding notes under the Senior Notes Indenture on the Completion Date provided that Rhino Bondco S.p.A. shall not enter into be required to furnish any agreement such certificate or arrangement which may impede notices less than 10 days or frustrate more than 60 days before the Reorganisationexpected date for Completion. 2.7 Subject to Clause 4.7, at or 7.8 In the period prior to Completion, FIHL shall, and the Sellers shall procure take such action within their power as the Buyer may reasonably request to merge a Subsidiary into its immediate parent company or a new parent company for such purpose (provided that the relevant members affected Group Companies are companies incorporated in the same jurisdiction, any consent under the External Financing is obtained and the Buyer confirms that it has received advice for the benefit of the Group to, enter into, adopt that there is no material adverse Tax consequence to the Group or otherwise implement any Group Company). The Sellers shall obtain an estimate of the Binder Agreementslegal expenses to be incurred in effecting any such merger or mergers and such costs up to an aggregate maximum of €15,000 plus VAT shall be included in the Company Adviser Fee Schedule.

PRE-COMPLETION UNDERTAKINGS. Conduct of business before Completion 2.1 Subject to Clause 2.2, FIHL shall use its reasonable best efforts to procure, to the extent such matter is within its power and control (whether by exercising its right as a holder of shares in any MGA Group Company or pursuant to any agreement, arrangement or understanding to which it is a party) that, between the date of this Agreement and 4.1 Pending Completion, no MGA Group Company will without the prior written approval each of the Investors’ Representative (such approval not to be unreasonably withheld, conditioned or delayed) undertake any of Vendor and the acts or matters listed in Schedule 3. 2.2 Clause 2.1 Warrantor shall not operate so as to restrict or prevent: 2.2.1 entering into the Binder Agreements, including any matter permitted under the terms of the Binder Agreements; 2.2.2 subject always to Clause 2.5, the implementation of any transaction or the taking of any action permitted or provided for or contemplated by the Structure Steps Plan or any Final Structure Steps Document, including any negotiation of the purchase of the non-controlling interests in Pine Walk Capital Limited as contemplated at Structure Steps 4 and 20; 2.2.3 any matters that do not involve the negotiation, entering into, termination and/or other material variation or amendment of a Material Contract and that are in the ordinary course of business for Pine Walk Capital Limited and its cells and/or its subsidiaries and are conducted in a manner consistent with the running of the business of such entities in the prior twelve (12) months (to the extent that parts of the MGA Group’s business existed during such period, acknowledging that the MGA Group is to be established pursuant to the implementation of the Structure Steps Plan), includingensure that: (a) the acquisition Target Company shall carry on its business in the ordinary and usual course and shall not make (or agree to make) any payment other than payments in the ordinary and usual course of shares or any other interest in any person by Pine Walk Capital Limited where the business of such person is underwriting (re)insurance as a managing general agent on behalf of the Balance Sheet Business, pursuant to delegated authority granted by one or more FIHL subsidiariestrading; (b) the creation, allotment, issue or transfer by any shareholder (other than an MGA Group Company) Target Company shall take all reasonable steps to another shareholder of, or the grant of any option over or other right to subscribe for or purchase, or redeem, buy back, sub-divide, consolidate, re-denominate, convert, reduce, cancel, restrict or alter the rights attaching to, any share or loan capital or securities or securities convertible into any of the foregoing of Pine Walk Capital Limited, or preserve and protect its cells or subsidiaries pursuant to any employee share scheme in place in connection therewith or otherwiseassets; (c) the declarationPurchaser’s representatives shall be allowed, authorisationupon reasonable notice and during normal business hours, making access to the books and records of each member of the Target Group (including, without limitation, all statutory books, minute books, leases, contracts, supplier lists and .customer lists) together with the right to take copies; (d) no member of the Target Group shall do, allow or procure any act or omission which would constitute or give rise to a breach of any Warranty if the Warranties were to be repeated on or at any time before Completion by reference to the facts and circumstances then existing; (e) prompt disclosure is made to the Purchaser of all relevant information which comes to the notice of the Vendor or the paying Warrantor in relation to any fact or matter (whether existing on or before the date of this Agreement or arising afterwards) which may constitute a breach of any dividends Warranty if the Warranties were to be repeated on or at any time before Completion by reference to the facts and circumstances then existing; (in cash or in specief) save for the distribution by the Target Company of its profits for the six-month period ended 30 June 2005 to its parent company, no dividend or other distribution shall be declared, paid or made by any member of a similar nature the Target Group; (g) no share capital shall be allotted or taxed issued or agreed to be allotted or issued by any member of the Target Group; (h) all transactions between each member of the Target Group and each Vendor Group Company shall be on arm’s length commercial terms and in their respective ordinary and usual course of business; (i) otherwise than in the same way as a dividend ordinary course of business, the amount of any Indebtedness owed by Pine Walk Capital Limited or any each member of the cells and/or Target Group or existing as at the subsidiaries date of Pine Walk Capital Limitedthis Agreement shall not be increased or extended and no new Indebtedness shall be entered into or assumed by any such company; and (dj) no action is taken by any member of the commencement Target Group or any Vendor Group Company which is inconsistent with the provisions of any litigation or arbitration proceedings this Agreement or the compromiseconsummation of the transactions contemplated by this Agreement. 4.2 Pending Completion, cessation or settlement each of any litigation or arbitration proceedings or any action, demand or dispute or waiver of a right the Vendor and the Warrantor shall ensure that the Target Group consults fully with the Purchaser in relation to any litigation or arbitration proceedings in connection with matters which may have a material effect upon the handling of (re)insurance claims by Pine Walk Capital Limited or Target Group. Without the cells and/or the subsidiaries of Pine Walk Capital Limited; 2.2.4 Pine Walk Europe establishing a permanent UK branch and acquiring a permanent Regulatory Authorisation; 2.2.5 the implementation of any transaction or the taking of any action required, contemplated, permitted or provided for by any Transaction Document; 2.2.6 any matter required in order to comply with any law, court order or regulation (including: (i) the requirements of any Regulatory Authority or Regulatory Authorisation; and (ii) any action of any director of an MGA Group Company that such director believes is reasonably required in order to comply with his statutory or fiduciary directors’ duties) or published policy prior written consent of the MGA Purchaser, the Target Group being undertaken by any MGA shall not, and each of the Vendor and the Warrantor shall ensure that the Target Group Company;does not: 2.2.7 any matter reasonably undertaken by any MGA Group Company immediately following an emergency or disaster or other serious incident or circumstance with the intention of minimising any adverse effect on the MGA Group (and of which the Investors’ Representative will be promptly notified); 2.2.8 the completion or performance of any obligation undertaken pursuant to a) enter into any contract or arrangement entered into by commitment (or make a bid or offer which may lead to a contract or commitment) having a material value or involving material expenditure or which is of a long term or unusual nature or which could involve an obligation of a material nature or which may result in any MGA Group Company prior to material change in the date nature or scope of this Agreementthe operations of such member of the Target Group; 2.2.9 (b) agree to any increase in emoluments variation or termination of any category of employees of any MGA Group Company where such increase is made in accordance with the normal practice existing contract to which that member of the relevant employing MGA Target Group Companyis a party and which may have a material effect upon the nature or scope of the operations of such member of the Target Group; 2.2.10 any payment being made by any MGA Group Company for or in respect of any Tax (c) (whether in the ordinary and usual course of business in a manner consistent with past practice; 2.2.11 any matter being undertaken by any MGA Group Company at the written requestor otherwise) acquire or dispose of, or with the prior written consent, of the Investors’ Representative (such consent not agree to be unduly withheld, conditioned acquire or delayed); 2.2.12 any investment in A Ordinary Shares of Topco on substantially the same terms as the Subscription Agreements up to an aggregate subscription amount of $[******] by any person reasonably satisfactory to the Investors’ Representative and the Management Seller Representative; and 2.2.13 any incurrence of any liability by an MGA Group Company in connection with the facilities referred to in the Debt Commitment Letter (including any liability to FIHL if FIHL makes any payments on behalf of any MGA Group Company in connection with such facilities). 2.3 If FIHL requests the approval of the Investors’ Representative pursuant to Clause 2.1 or otherwise under this Agreement, the Investors’ Representative shall respond to such request as soon as reasonably practicable and in any event within five Business Days after such request is made. Failure of the Investors’ Representative to respond within that period shall be deemed to be an approval to proceed with the relevant act, matter or course of conduct which is the subject of the request. In no circumstances is this Clause 2 intended to allow any Investor the ability to control the Group or the MGA Group. 2.4 At or prior to Completion, each of the Parties shall implement, or procure the implementation dispose of, in each case to the extent within their power, each of the Structure Steps in accordance with the terms and conditions of the Final Structure Steps Documents and each such Structure Step shall be implemented in the order set out in the Structure Steps Plan (the “Reorganisation”). 2.5 FIHL shall use its reasonable best efforts to procure that the Final Structure Step Documents are drafted (including, without limitation, by proposing such customary provisions that are consistent with generally accepted market practice) by no later than Completion, provided that no Final Structure Step Document may be entered into if it would or would reasonably be expected to, in comparison to the position agreed in the Structure Steps Plan, negatively impact in any material way, directly business or indirectly, any Investor or the MGA Group (an “Adverse Change”), without the prior written consent of the Investors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided that, (i) if no reply is given within two Business Days of the relevant Final Structure Step Document being provided to each Investor (or each Investor’s counsel), the Investors’ Representative shall be deemed to have approved such Final Structure Step Document; (ii) if a reply is given by the Investors’ Representative (or the Investors’ counsel) describing a change to the position agreed in the Structure Steps Plan which the Investors’ Representative believes in good faith could be an Adverse Change, then FIHL, the relevant Parties and the Investors shall cooperate in good faith using reasonable best efforts on a prompt basis to revise such Final Structure Step Documents such that it does not constitute an Adverse Change and allowing their implementation before the Long Stop Date; (iii) the impact of any change in tax law arising on or after the date of this Agreement shall be excluded in any such determination of any Adverse Change; and (iv) if an Adverse Change could disproportionately negatively impact any Investor in any material way, relative to the other Investors, such Investor shall also have the same rights as the Investors’ Representative set forth in this Clause 2.5 mutatis mutandis.asset; or 2.6 Each of the Parties shall, and shall procure that their respective Related Persons and their Related Persons’ respective representatives shall, in each case to the extent within their power: 2.6.1 exercise all rights and privileges and perform all duties and obligations, whether as a security holder or otherwise, including by attending or voting at meetings of any security holders, executing consents to short notice in respect of any such meetings, and receiving, approving or executing any written resolution circulated to any security holder, in each case necessary or desirable to approve the Reorganisation; and 2.6.2 not (d) enter into any agreement agreement, contract, arrangement or arrangement which may impede transaction (whether or frustrate not legally binding) other than in the Reorganisationordinary and usual course of business. 2.7 Subject to Clause 4.7, at or prior to Completion, FIHL shall, and shall procure that the relevant members of the Group to, enter into, adopt or otherwise implement the Binder Agreements.

PRE-COMPLETION UNDERTAKINGS. Conduct of business before Completion 2.1 Subject to Clause 2.2, FIHL shall use its reasonable best efforts to procure, to the extent such matter is within its power and control (whether by exercising its right as a holder of shares in any MGA Group Company or pursuant to any agreement, arrangement or understanding to which it is a party) that, between the date of this Agreement and 4.1 Pending Completion, no MGA Group Company will without the prior written approval each of the Investors’ Representative (such approval not to be unreasonably withheld, conditioned or delayed) undertake any of Vendor and the acts or matters listed in Schedule 3. 2.2 Clause 2.1 Warrantor shall not operate so as to restrict or prevent: 2.2.1 entering into the Binder Agreements, including any matter permitted under the terms of the Binder Agreements; 2.2.2 subject always to Clause 2.5, the implementation of any transaction or the taking of any action permitted or provided for or contemplated by the Structure Steps Plan or any Final Structure Steps Document, including any negotiation of the purchase of the non-controlling interests in Pine Walk Capital Limited as contemplated at Structure Steps 4 and 20; 2.2.3 any matters that do not involve the negotiation, entering into, termination and/or other material variation or amendment of a Material Contract and that are in the ordinary course of business for Pine Walk Capital Limited and its cells and/or its subsidiaries and are conducted in a manner consistent with the running of the business of such entities in the prior twelve (12) months (to the extent that parts of the MGA Group’s business existed during such period, acknowledging that the MGA Group is to be established pursuant to the implementation of the Structure Steps Plan), includingensure that: (a) the acquisition of shares or any other interest in any person by Pine Walk Capital Limited where the business of such person is underwriting (re)insurance as a managing general agent on behalf each member of the Balance Sheet Business, pursuant Target Companies Group shall carry on its business in the ordinary and usual course and shall not make (or agree to delegated authority granted by one or more FIHL subsidiariesmake) any payment other than routine payments in the ordinary and usual course of trading; (b) the creation, allotment, issue or transfer by any shareholder (other than an MGA Group Company) to another shareholder of, or the grant of any option over or other right to subscribe for or purchase, or redeem, buy back, sub-divide, consolidate, re-denominate, convert, reduce, cancel, restrict or alter the rights attaching to, any share or loan capital or securities or securities convertible into any each member of the foregoing of Pine Walk Capital Limited, or Target Companies Group shall take all reasonable steps to preserve and protect its cells or subsidiaries pursuant to any employee share scheme in place in connection therewith or otherwiseassets; (c) the declarationPurchaser’s representatives shall be allowed, authorisationupon reasonable notice and during normal business hours, making access to the books and records of each member of the Target Companies Group (including, without limitation, all statutory books, minute books, leases, contracts, supplier lists and customer lists) together with the right to take copies; (d) no member of the Target Companies Group shall do, allow or procure any act or omission which would constitute or give rise to a breach of any Warranty if the Warranties were to be repeated on or at any time before Completion by reference to the facts and circumstances then existing; (e) prompt disclosure is made to the Purchaser of all relevant information which comes to the notice of the Vendor or the paying Warrantor in relation to any fact or matter (whether existing on or before the date of this Agreement or arising afterwards) which may constitute a breach of any dividends Warranty if the Warranties were to be repeated on or at any time before Completion by reference to the facts and circumstances then existing; (in cash or in specief) no dividend or other distribution shall be declared, paid or made by any member of a similar nature the Target Companies Group; (g) no share capital shall be allotted or taxed issued or agreed to be allotted or issued by any member of the Target Companies Group; (h) all transactions between each member of the Target Companies Group and each Vendor Group Company shall be on arm’s length commercial terms and in their respective ordinary and usual course of business; (i) otherwise than in the same way as a dividend ordinary course of business, the amount of any Indebtedness owed by Pine Walk Capital Limited or any each member of the cells and/or Target Companies Group or existing as at the subsidiaries date of Pine Walk Capital Limitedthis Agreement shall not be increased or extended and no new Indebtedness shall be entered into or assumed by any such company; and (dj) no action is taken by any member of the commencement Target Companies Group or any Vendor Group Company which is inconsistent with the provisions of any litigation or arbitration proceedings this Agreement or the compromiseconsummation of the transactions contemplated by this Agreement. 4.2 Pending Completion, cessation or settlement each of any litigation or arbitration proceedings or any action, demand or dispute or waiver of a right the Vendor and the Warrantor shall ensure that the Target Companies Group consults fully with the Purchaser in relation to any litigation or arbitration proceedings in connection with matters which may have a material effect upon the handling of (re)insurance claims by Pine Walk Capital Limited or Target Companies Group. Without the cells and/or the subsidiaries of Pine Walk Capital Limited; 2.2.4 Pine Walk Europe establishing a permanent UK branch and acquiring a permanent Regulatory Authorisation; 2.2.5 the implementation of any transaction or the taking of any action required, contemplated, permitted or provided for by any Transaction Document; 2.2.6 any matter required in order to comply with any law, court order or regulation (including: (i) the requirements of any Regulatory Authority or Regulatory Authorisation; and (ii) any action of any director of an MGA Group Company that such director believes is reasonably required in order to comply with his statutory or fiduciary directors’ duties) or published policy prior written consent of the MGA Purchaser, the Target Companies Group being undertaken by any MGA shall not, and each of the Vendor and the Warrantor shall ensure that the Target Companies Group Company;does not: 2.2.7 any matter reasonably undertaken by any MGA Group Company immediately following an emergency or disaster or other serious incident or circumstance with the intention of minimising any adverse effect on the MGA Group (and of which the Investors’ Representative will be promptly notified); 2.2.8 the completion or performance of any obligation undertaken pursuant to a) enter into any contract or arrangement entered into by commitment (or make a bid or offer which may lead to a contract or commitment) having a material value or involving material expenditure or which is of a long term or unusual nature or which could involve an obligation of a material nature or which may result in any MGA Group Company prior to material change in the date nature or scope of this Agreementthe operations of such member of the Target Companies Group; 2.2.9 (b) agree to any increase in emoluments variation or termination of any category of employees of any MGA Group Company where such increase is made in accordance with the normal practice existing contract to which that member of the relevant employing MGA Target Companies Group Companyis a party and which may have a material effect upon the nature or scope of the operations of such member of the Target Companies Group; 2.2.10 any payment being made by any MGA Group Company for or in respect of any Tax (c) (whether in the ordinary and usual course of business in a manner consistent with past practice; 2.2.11 any matter being undertaken by any MGA Group Company at the written requestor otherwise) acquire or dispose of, or with the prior written consent, of the Investors’ Representative (such consent not agree to be unduly withheld, conditioned acquire or delayed); 2.2.12 any investment in A Ordinary Shares of Topco on substantially the same terms as the Subscription Agreements up to an aggregate subscription amount of $[******] by any person reasonably satisfactory to the Investors’ Representative and the Management Seller Representative; and 2.2.13 any incurrence of any liability by an MGA Group Company in connection with the facilities referred to in the Debt Commitment Letter (including any liability to FIHL if FIHL makes any payments on behalf of any MGA Group Company in connection with such facilities). 2.3 If FIHL requests the approval of the Investors’ Representative pursuant to Clause 2.1 or otherwise under this Agreement, the Investors’ Representative shall respond to such request as soon as reasonably practicable and in any event within five Business Days after such request is made. Failure of the Investors’ Representative to respond within that period shall be deemed to be an approval to proceed with the relevant act, matter or course of conduct which is the subject of the request. In no circumstances is this Clause 2 intended to allow any Investor the ability to control the Group or the MGA Group. 2.4 At or prior to Completion, each of the Parties shall implement, or procure the implementation dispose of, in each case to the extent within their power, each of the Structure Steps in accordance with the terms and conditions of the Final Structure Steps Documents and each such Structure Step shall be implemented in the order set out in the Structure Steps Plan (the “Reorganisation”). 2.5 FIHL shall use its reasonable best efforts to procure that the Final Structure Step Documents are drafted (including, without limitation, by proposing such customary provisions that are consistent with generally accepted market practice) by no later than Completion, provided that no Final Structure Step Document may be entered into if it would or would reasonably be expected to, in comparison to the position agreed in the Structure Steps Plan, negatively impact in any material way, directly business or indirectly, any Investor or the MGA Group (an “Adverse Change”), without the prior written consent of the Investors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided that, (i) if no reply is given within two Business Days of the relevant Final Structure Step Document being provided to each Investor (or each Investor’s counsel), the Investors’ Representative shall be deemed to have approved such Final Structure Step Document; (ii) if a reply is given by the Investors’ Representative (or the Investors’ counsel) describing a change to the position agreed in the Structure Steps Plan which the Investors’ Representative believes in good faith could be an Adverse Change, then FIHL, the relevant Parties and the Investors shall cooperate in good faith using reasonable best efforts on a prompt basis to revise such Final Structure Step Documents such that it does not constitute an Adverse Change and allowing their implementation before the Long Stop Date; (iii) the impact of any change in tax law arising on or after the date of this Agreement shall be excluded in any such determination of any Adverse Change; and (iv) if an Adverse Change could disproportionately negatively impact any Investor in any material way, relative to the other Investors, such Investor shall also have the same rights as the Investors’ Representative set forth in this Clause 2.5 mutatis mutandis.asset; or 2.6 Each of the Parties shall, and shall procure that their respective Related Persons and their Related Persons’ respective representatives shall, in each case to the extent within their power: 2.6.1 exercise all rights and privileges and perform all duties and obligations, whether as a security holder or otherwise, including by attending or voting at meetings of any security holders, executing consents to short notice in respect of any such meetings, and receiving, approving or executing any written resolution circulated to any security holder, in each case necessary or desirable to approve the Reorganisation; and 2.6.2 not (d) enter into any agreement agreement, contract, arrangement or arrangement which may impede transaction (whether or frustrate not legally binding) other than in the Reorganisationordinary and usual course of business. 2.7 Subject to Clause 4.7, at or prior to Completion, FIHL shall, and shall procure that the relevant members of the Group to, enter into, adopt or otherwise implement the Binder Agreements.

PRE-COMPLETION UNDERTAKINGS. Conduct of business before Completion 2.1 Subject to Clause 2.2, FIHL shall use its reasonable best efforts to procure, to the extent such matter is within its power and control (whether by exercising its right as a holder of shares in any MGA Group Company or pursuant to any agreement, arrangement or understanding to which it is a party) that, between the date of this Agreement and 4.1 Pending Completion, no MGA Group Company will without the prior written approval of the Investors’ Representative (such approval not to be unreasonably withheld, conditioned or delayed) undertake any of the acts or matters listed in Schedule 3. 2.2 Clause 2.1 Vendor shall not operate so as to restrict or prevent: 2.2.1 entering into the Binder Agreements, including any matter permitted under the terms of the Binder Agreements; 2.2.2 subject always to Clause 2.5, the implementation of any transaction or the taking of any action permitted or provided for or contemplated by the Structure Steps Plan or any Final Structure Steps Document, including any negotiation of the purchase of the non-controlling interests in Pine Walk Capital Limited as contemplated at Structure Steps 4 and 20; 2.2.3 any matters that do not involve the negotiation, entering into, termination and/or other material variation or amendment of a Material Contract and that are in the ordinary course of business for Pine Walk Capital Limited and its cells and/or its subsidiaries and are conducted in a manner consistent with the running of the business of such entities in the prior twelve (12) months (to the extent that parts of the MGA Group’s business existed during such period, acknowledging that the MGA Group is to be established pursuant to the implementation of the Structure Steps Plan), includingprocure that: (a) each Group Company shall carry on its business in the acquisition ordinary and usual course and shall not make (or agree to make) any payment other than routine payments in the ordinary and usual course of shares or any other interest in any person by Pine Walk Capital Limited where the business of such person is underwriting (re)insurance as a managing general agent on behalf of the Balance Sheet Business, pursuant to delegated authority granted by one or more FIHL subsidiariestrading; (b) the creation, allotment, issue or transfer by any shareholder (other than an MGA each Group Company) Company shall take all reasonable steps to another shareholder of, or the grant of any option over or other right to subscribe for or purchase, or redeem, buy back, sub-divide, consolidate, re-denominate, convert, reduce, cancel, restrict or alter the rights attaching to, any share or loan capital or securities or securities convertible into any of the foregoing of Pine Walk Capital Limited, or preserve and protect its cells or subsidiaries pursuant to any employee share scheme in place in connection therewith or otherwiseassets; (c) the declarationPurchaser’s representatives shall be allowed, authorisationupon reasonable notice and during normal business hours, making access to the books and records of each Group Company (including, without limitation, all statutory books, minute books, leases, contracts, supplier lists and customer lists) together with the right to take copies; (d) no Group Company shall do, allow or the paying procure any act or omission which would constitute or give rise to a breach of any dividends Warranty as if the Warranties were to be repeated on or at any time before Completion by reference to the facts and circumstances then existing; (e) prompt disclosure is made to the Purchaser of all relevant information which comes to the notice of the Vendor in cash relation to any fact or in speciematter (whether existing on or before the date of this Agreement or arising afterwards) which may constitute a breach of any Warranty as if the Warranties were to be repeated on or at any time before Completion by reference to the facts and circumstances then existing; (f) no dividend or other distribution shall be declared, paid or made by any Group Company; (g) no share or loan capital shall be allotted or issued or agreed to be allotted or issued by any Group Company; (h) all transactions between each Group Company and the Vendor shall be on arm’s length commercial terms and in their respective ordinary and usual course of a similar nature or taxed in the same way as a dividend by Pine Walk Capital Limited or any of the cells and/or the subsidiaries of Pine Walk Capital Limitedbusiness; and (di) the commencement of no action is taken by any litigation or arbitration proceedings Group Company or the compromiseVendor which is inconsistent with the provisions of this Agreement or the consummation of the transactions contemplated by this Agreement. 4.2 Pending Completion, cessation or settlement of any litigation or arbitration proceedings or any action, demand or dispute or waiver of a right the Vendor shall procure that the Group Companies consult fully with the Purchaser in relation to any litigation or arbitration proceedings in connection with matters which may have a material effect upon the handling of (re)insurance claims by Pine Walk Capital Limited or Group Companies. Without the cells and/or the subsidiaries of Pine Walk Capital Limited; 2.2.4 Pine Walk Europe establishing a permanent UK branch and acquiring a permanent Regulatory Authorisation; 2.2.5 the implementation of any transaction or the taking of any action required, contemplated, permitted or provided for by any Transaction Document; 2.2.6 any matter required in order to comply with any law, court order or regulation (including: (i) the requirements of any Regulatory Authority or Regulatory Authorisation; and (ii) any action of any director of an MGA Group Company that such director believes is reasonably required in order to comply with his statutory or fiduciary directors’ duties) or published policy prior written consent of the MGA Purchaser, the Group being undertaken by Companies shall not, and the Vendor shall ensure that the Group Companies do not: (a) enter into any MGA contract or commitment (or make a bid or offer which may lead to a contract or commitment) having a material value or involving material expenditure or which is of a long term or unusual nature or which could involve an obligation of a material nature or which may result in any material change in the nature or scope of the operations of such Group Company; 2.2.7 (b) agree to any matter reasonably undertaken by variation or termination of any MGA existing contract to which that Group Company immediately following an emergency is a party and which may have a material effect upon the nature or disaster or other serious incident or circumstance with the intention of minimising any adverse effect on the MGA Group (and of which the Investors’ Representative will be promptly notified); 2.2.8 the completion or performance of any obligation undertaken pursuant to any contract or arrangement entered into by any MGA Group Company prior to the date of this Agreement; 2.2.9 any increase in emoluments of any category of employees of any MGA Group Company where such increase is made in accordance with the normal practice scope of the relevant employing MGA operations of such Group Company; 2.2.10 any payment being made by any MGA Group Company for or in respect of any Tax (c) (whether in the ordinary and usual course of business in a manner consistent with past practice; 2.2.11 any matter being undertaken by any MGA Group Company at the written requestor otherwise) acquire or dispose of, or with the prior written consent, of the Investors’ Representative (such consent not agree to be unduly withheld, conditioned acquire or delayed); 2.2.12 any investment in A Ordinary Shares of Topco on substantially the same terms as the Subscription Agreements up to an aggregate subscription amount of $[******] by any person reasonably satisfactory to the Investors’ Representative and the Management Seller Representative; and 2.2.13 any incurrence of any liability by an MGA Group Company in connection with the facilities referred to in the Debt Commitment Letter (including any liability to FIHL if FIHL makes any payments on behalf of any MGA Group Company in connection with such facilities). 2.3 If FIHL requests the approval of the Investors’ Representative pursuant to Clause 2.1 or otherwise under this Agreement, the Investors’ Representative shall respond to such request as soon as reasonably practicable and in any event within five Business Days after such request is made. Failure of the Investors’ Representative to respond within that period shall be deemed to be an approval to proceed with the relevant act, matter or course of conduct which is the subject of the request. In no circumstances is this Clause 2 intended to allow any Investor the ability to control the Group or the MGA Group. 2.4 At or prior to Completion, each of the Parties shall implement, or procure the implementation dispose of, in each case to the extent within their power, each of the Structure Steps in accordance with the terms and conditions of the Final Structure Steps Documents and each such Structure Step shall be implemented in the order set out in the Structure Steps Plan (the “Reorganisation”). 2.5 FIHL shall use its reasonable best efforts to procure that the Final Structure Step Documents are drafted (including, without limitation, by proposing such customary provisions that are consistent with generally accepted market practice) by no later than Completion, provided that no Final Structure Step Document may be entered into if it would or would reasonably be expected to, in comparison to the position agreed in the Structure Steps Plan, negatively impact in any material way, directly business or indirectly, any Investor or the MGA Group (an “Adverse Change”), without the prior written consent of the Investors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided that, (i) if no reply is given within two Business Days of the relevant Final Structure Step Document being provided to each Investor (or each Investor’s counsel), the Investors’ Representative shall be deemed to have approved such Final Structure Step Document; (ii) if a reply is given by the Investors’ Representative (or the Investors’ counsel) describing a change to the position agreed in the Structure Steps Plan which the Investors’ Representative believes in good faith could be an Adverse Change, then FIHL, the relevant Parties and the Investors shall cooperate in good faith using reasonable best efforts on a prompt basis to revise such Final Structure Step Documents such that it does not constitute an Adverse Change and allowing their implementation before the Long Stop Date; (iii) the impact of any change in tax law arising on or after the date of this Agreement shall be excluded in any such determination of any Adverse Change; and (iv) if an Adverse Change could disproportionately negatively impact any Investor in any material way, relative to the other Investors, such Investor shall also have the same rights as the Investors’ Representative set forth in this Clause 2.5 mutatis mutandis.asset; or 2.6 Each of the Parties shall, and shall procure that their respective Related Persons and their Related Persons’ respective representatives shall, in each case to the extent within their power: 2.6.1 exercise all rights and privileges and perform all duties and obligations, whether as a security holder or otherwise, including by attending or voting at meetings of any security holders, executing consents to short notice in respect of any such meetings, and receiving, approving or executing any written resolution circulated to any security holder, in each case necessary or desirable to approve the Reorganisation; and 2.6.2 not (d) enter into any agreement agreement, contract, arrangement or arrangement which may impede transaction (whether or frustrate not legally binding) other than in the Reorganisationordinary and usual course of business. 2.7 Subject to Clause 4.7, at or prior to 4.3 Pending Completion, FIHL shallthe Vendor shall obtain, effect or procure for the obtaining and shall procure that effecting of all approvals, registrations and filings required by applicable laws and regulations for the relevant members Completion to be effected, including but not limited to approval by the Ministry of the Group to, enter into, adopt or otherwise implement the Binder AgreementsCommerce of China.

PRE-COMPLETION UNDERTAKINGS. Conduct of business 5.01 The Vendors undertake that they shall procure that before Completion 2.1 Subject to Clause 2.2the Completion Date, FIHL shall use its reasonable best efforts to procure, to the extent such matter is within its power and control (whether by exercising its right as a holder of shares in any MGA Group Company or pursuant to any agreement, arrangement or understanding to which it is a party) that, between the date of this Agreement and Completion, no MGA Group Company will without except with the prior written approval consent of the Investors’ Representative (such approval not to be unreasonably withheld, conditioned Purchaser or delayed) undertake any of the acts or matters listed in Schedule 3. 2.2 Clause 2.1 shall not operate so otherwise as to restrict or prevent: 2.2.1 entering into the Binder Agreements, including any matter permitted contemplated under the terms of the Binder Agreements; 2.2.2 subject always to Clause 2.5this agreement, the implementation of any transaction or the taking of any action permitted or provided for or contemplated by the Structure Steps Plan or any Final Structure Steps Document, including any negotiation of the purchase of the non-controlling interests in Pine Walk Capital Limited as contemplated at Structure Steps 4 and 20; 2.2.3 any matters that do not involve the negotiation, entering into, termination and/or other material variation or amendment of a Material Contract and that are in the ordinary course of business for Pine Walk Capital Limited and its cells and/or its subsidiaries and are conducted in a manner consistent with the running of the business of such entities in the prior twelve (12) months (to the extent that parts of the MGA Group’s business existed during such period, acknowledging that the MGA Group is to be established pursuant to the implementation of the Structure Steps Plan), including:Company shall:- (a) the acquisition of shares or any other interest in any person by Pine Walk Capital Limited where the business of such person is underwriting (re)insurance as a managing general agent on behalf of the Balance Sheet Business, pursuant to delegated authority granted by one or more FIHL subsidiaries; (b) the creation, allotment, issue or transfer by any shareholder (other than an MGA Group Company) to another shareholder ofnot issue, or the grant of any option over or other right agree to subscribe for or purchase, or redeem, buy back, sub-divide, consolidate, re-denominate, convert, reduce, cancel, restrict or alter the rights attaching toissue, any share or loan capital or securities grant, or securities convertible agree to grant, any option over or right to acquire or to subscribe for any share or loan capital; (b) not enter into any transaction, agreement or contract, trade or carry on business, acquire or dispose of the foregoing of Pine Walk Capital Limited, any interest in any asset or its cells create or subsidiaries pursuant to undertake any employee share scheme in place in connection therewith capital commitment or otherwiseexpenditure or actual or contingent liability whatsoever; (c) not create or permit to arise any mortgage, charge (fixed or floating), lien, pledge, other form of security or encumbrance or equity of whatsoever nature, whether similar to the declarationforegoing or not, authorisation, making or the paying nor in respect of any dividends part of its undertaking, property or assets other than liens arising by operation of law in amounts which are not material; (d) not borrow any money; (e) continue to comply with and duly perform and discharge its duties and obligations (including payment obligations) under all agreements and contracts entered into by it and discharge all liabilities in cash relation thereto which accrue due for the period prior to Completion; (f) not amend its Memorandum and/or Articles of Association; (g) not hire any employee, enter into any service agreements with directors or in specieofficers; (h) not establish any pension, retirement scheme, share option scheme, profit sharing or other distribution of a similar nature or taxed in the same way as a dividend by Pine Walk Capital Limited bonus scheme or any other benefit scheme; (i) not carry on any business other than its existing business; (j) not enter into any partnership or joint venture arrangement; (k) not establish or open or close any branch of the cells and/or the subsidiaries of Pine Walk Capital Limitedoffice; and (dl) not dispose of the commencement ownership, possession, custody or control of any litigation corporate or arbitration proceedings other books or records which are required to be delivered to the compromisePurchaser under this agreement or are required under any law; regulation or rule to be kept by the Company. 5.02 Immediately after the signing of this agreement, cessation or settlement the Purchaser and any persons authorized by him (including without limitation any prospective financing party and the employees, officers and professional advisers of any litigation or arbitration proceedings the Purchaser or any actionprospective financing party) shall by prior appointment be given reasonable access to the books, demand or dispute or waiver of a right in relation to any litigation or arbitration proceedings in connection with the handling of (re)insurance claims by Pine Walk Capital Limited or the cells and/or the subsidiaries of Pine Walk Capital Limited; 2.2.4 Pine Walk Europe establishing a permanent UK branch minutes, records, documents, title deeds and acquiring a permanent Regulatory Authorisation; 2.2.5 the implementation of any transaction or the taking of any action required, contemplated, permitted or provided for by any Transaction Document; 2.2.6 any matter required in order to comply with any law, court order or regulation (including: (i) the requirements of any Regulatory Authority or Regulatory Authorisation; and (ii) any action of any director of an MGA Group Company that such director believes is reasonably required in order to comply with his statutory or fiduciary directors’ duties) or published policy other information of the MGA Group being undertaken by any MGA Group Company; 2.2.7 any matter reasonably undertaken by any MGA Group Company immediately following an emergency or disaster or other serious incident or circumstance with the intention of minimising any adverse effect on the MGA Group (and of which the Investors’ Representative will be promptly notified); 2.2.8 the completion or performance of any obligation undertaken pursuant to any contract or arrangement entered into by any MGA Group Company prior to the date of this Agreement; 2.2.9 any increase in emoluments of any category of employees of any MGA Group Company where such increase is made in accordance with the normal practice of the relevant employing MGA Group Company; 2.2.10 any payment being made by any MGA Group Company for or in respect of any Tax in the ordinary and usual course of business in a manner consistent with past practice; 2.2.11 any matter being undertaken by any MGA Group Company at the written request, or with the prior written consent, of the Investors’ Representative (such consent not to be unduly withheld, conditioned or delayed); 2.2.12 any investment in A Ordinary Shares of Topco on substantially the same terms as the Subscription Agreements up to an aggregate subscription amount of $[******] by any person reasonably satisfactory to the Investors’ Representative and the Management Seller Representative; and 2.2.13 any incurrence of any liability by an MGA Group Company in connection with the facilities referred to in the Debt Commitment Letter (including any liability to FIHL if FIHL makes any payments on behalf of any MGA Group Company in connection with such facilities). 2.3 If FIHL requests the approval of the Investors’ Representative pursuant to Clause 2.1 or otherwise under this Agreement, the Investors’ Representative shall respond to such request as soon as reasonably practicable and in any event within five Business Days after such request is made. Failure of the Investors’ Representative to respond within that period shall be deemed to be an approval to proceed with the relevant act, matter or course of conduct which is the subject of the request. In no circumstances is this Clause 2 intended to allow any Investor the ability to control the Group or the MGA Group. 2.4 At or prior to Completion, each of the Parties shall implement, or procure the implementation of, in each case to the extent within their power, each of the Structure Steps in accordance with the terms and conditions of the Final Structure Steps Documents and each such Structure Step shall be implemented in the order set out in the Structure Steps Plan (the “Reorganisation”). 2.5 FIHL shall use its reasonable best efforts to procure that the Final Structure Step Documents are drafted (including, without limitation, by proposing such customary provisions that are consistent with generally accepted market practice) by no later than Completion, provided that no Final Structure Step Document may be entered into if it would or would reasonably be expected to, in comparison to the position agreed in the Structure Steps Plan, negatively impact in any material way, directly or indirectly, any Investor or the MGA Group (an “Adverse Change”), without upon the prior written consent of the Investors’ Representative Vendors (such consent not to be unreasonably withheld, conditioned or delayed); provided that, (i) if no reply is given within two Business Days of the relevant Final Structure Step Document being provided permitted to each Investor (or each Investor’s counsel), the Investors’ Representative shall be deemed to have approved such Final Structure Step Document; (ii) if a reply is given by the Investors’ Representative (or the Investors’ counsel) describing a change to the position agreed in the Structure Steps Plan which the Investors’ Representative believes in good faith could be an Adverse Change, then FIHL, the relevant Parties and the Investors shall cooperate in good faith using reasonable best efforts on a prompt basis to revise such Final Structure Step Documents such that it does not constitute an Adverse Change and allowing their implementation take copies thereof before the Long Stop Date; (iii) the impact of any change in tax law arising on or after the date of this Agreement shall be excluded in any such determination of any Adverse Change; and (iv) if an Adverse Change could disproportionately negatively impact any Investor in any material way, relative to the other Investors, such Investor shall also have the same rights as the Investors’ Representative set forth in this Clause 2.5 mutatis mutandisCompletion. 2.6 Each of the Parties shall, and shall procure that their respective Related Persons and their Related Persons’ respective representatives shall, in each case to the extent within their power: 2.6.1 exercise all rights and privileges and perform all duties and obligations, whether as a security holder or otherwise, including by attending or voting at meetings of any security holders, executing consents to short notice in respect of any such meetings, and receiving, approving or executing any written resolution circulated to any security holder, in each case necessary or desirable to approve the Reorganisation; and 2.6.2 not enter into any agreement or arrangement which may impede or frustrate the Reorganisation. 2.7 Subject to Clause 4.7, at or prior to Completion, FIHL shall, and shall procure that the relevant members of the Group to, enter into, adopt or otherwise implement the Binder Agreements.

PRE-COMPLETION UNDERTAKINGS. Conduct of business before Completion 2.1 Subject to Clause 2.2, FIHL shall use its reasonable best efforts to procure, to 4.1. During the extent such matter is within its power and control (whether by exercising its right as a holder of shares in any MGA Group Company or pursuant to any agreement, arrangement or understanding to which it is a party) that, between period from the date of this Agreement and until the Completion, no MGA Group each of FEEL and the Company will, and will without the prior written approval of the Investors’ Representative (such approval not cause MIE to, continue to be unreasonably withheld, conditioned or delayed) undertake any of the acts or matters listed in Schedule 3. 2.2 Clause 2.1 shall not operate so as to restrict or prevent: 2.2.1 entering into the Binder Agreements, including any matter permitted under the terms of the Binder Agreements; 2.2.2 subject always to Clause 2.5, the implementation of any transaction or the taking of any action permitted or provided for or contemplated by the Structure Steps Plan or any Final Structure Steps Document, including any negotiation of the purchase of the non-controlling interests in Pine Walk Capital Limited as contemplated at Structure Steps 4 and 20; 2.2.3 any matters that do not involve the negotiation, entering into, termination and/or other material variation or amendment of a Material Contract and that are conduct its business in the ordinary course of business for Pine Walk Capital Limited and its cells and/or its subsidiaries and are conducted in a manner consistent with the running of the business of such entities in the prior twelve (12) months (to the extent that parts of the MGA Group’s business existed during such period, acknowledging that the MGA Group is to be established pursuant to the implementation of the Structure Steps Plan), including: (a) the acquisition of shares or any other interest in any person by Pine Walk Capital Limited where the business of such person is underwriting (re)insurance manner as a managing general agent it was conducted on behalf of the Balance Sheet Business, pursuant to delegated authority granted by one or more FIHL subsidiaries; (b) the creation, allotment, issue or transfer by any shareholder (other than an MGA Group Company) to another shareholder of, or the grant of any option over or other right to subscribe for or purchase, or redeem, buy back, sub-divide, consolidate, re-denominate, convert, reduce, cancel, restrict or alter the rights attaching to, any share or loan capital or securities or securities convertible into any of the foregoing of Pine Walk Capital Limited, or its cells or subsidiaries pursuant to any employee share scheme in place in connection therewith or otherwise; (c) the declaration, authorisation, making or the paying of any dividends (in cash or in specie) or other distribution of a similar nature or taxed in the same way as a dividend by Pine Walk Capital Limited or any of the cells and/or the subsidiaries of Pine Walk Capital Limited; and (d) the commencement of any litigation or arbitration proceedings or the compromise, cessation or settlement of any litigation or arbitration proceedings or any action, demand or dispute or waiver of a right in relation to any litigation or arbitration proceedings in connection with the handling of (re)insurance claims by Pine Walk Capital Limited or the cells and/or the subsidiaries of Pine Walk Capital Limited; 2.2.4 Pine Walk Europe establishing a permanent UK branch and acquiring a permanent Regulatory Authorisation; 2.2.5 the implementation of any transaction or the taking of any action required, contemplated, permitted or provided for by any Transaction Document; 2.2.6 any matter required in order to comply with any law, court order or regulation (including: (i) the requirements of any Regulatory Authority or Regulatory Authorisation; and (ii) any action of any director of an MGA Group Company that such director believes is reasonably required in order to comply with his statutory or fiduciary directors’ duties) or published policy of the MGA Group being undertaken by any MGA Group Company; 2.2.7 any matter reasonably undertaken by any MGA Group Company immediately following an emergency or disaster or other serious incident or circumstance with the intention of minimising any adverse effect on the MGA Group (and of which the Investors’ Representative will be promptly notified); 2.2.8 the completion or performance of any obligation undertaken pursuant to any contract or arrangement entered into by any MGA Group Company prior to the date of this Agreement; 2.2.9 any increase in emoluments . Without limiting the foregoing, during the period from the date of any category of employees of any MGA Group Company where such increase is made in accordance with this Agreement until the normal practice of the relevant employing MGA Group Company; 2.2.10 any payment being made by any MGA Group Company for or in respect of any Tax in the ordinary and usual course of business in a manner consistent with past practice; 2.2.11 any matter being undertaken by any MGA Group Company at the written request, or with the prior written consent, of the Investors’ Representative (such consent not to be unduly withheld, conditioned or delayed); 2.2.12 any investment in A Ordinary Shares of Topco on substantially the same terms as the Subscription Agreements up to an aggregate subscription amount of $[******] by any person reasonably satisfactory to the Investors’ Representative and the Management Seller Representative; and 2.2.13 any incurrence of any liability by an MGA Group Company in connection with the facilities referred to in the Debt Commitment Letter (including any liability to FIHL if FIHL makes any payments on behalf of any MGA Group Company in connection with such facilities). 2.3 If FIHL requests the approval of the Investors’ Representative pursuant to Clause 2.1 or otherwise under this Agreement, the Investors’ Representative shall respond to such request as soon as reasonably practicable and in any event within five Business Days after such request is made. Failure of the Investors’ Representative to respond within that period shall be deemed to be an approval to proceed with the relevant act, matter or course of conduct which is the subject of the request. In no circumstances is this Clause 2 intended to allow any Investor the ability to control the Group or the MGA Group. 2.4 At or prior to Completion, each of FEEL and the Parties shall implementCompany will not, or procure the implementation ofand will cause MIE to not, in each case to the extent within their power, each take any of the Structure Steps in accordance with the terms and conditions of the Final Structure Steps Documents and each such Structure Step shall be implemented in the order set out in the Structure Steps Plan (the “Reorganisation”). 2.5 FIHL shall use its reasonable best efforts to procure that the Final Structure Step Documents are drafted (including, without limitation, by proposing such customary provisions that are consistent with generally accepted market practice) by no later than Completion, provided that no Final Structure Step Document may be entered into if following actions unless it would or would reasonably be expected to, in comparison to the position agreed in the Structure Steps Plan, negatively impact in any material way, directly or indirectly, any Investor or the MGA Group (an “Adverse Change”), without has obtained the prior written consent of the Investors’ Representative TPG (such consent not to be unreasonably withheld, conditioned withheld or delayed, and such consent shall be deemed to have been given if TPG does not affirmatively withhold its consent within five (5) Business Days of having been notified in writing of the intention of FEEL, the Company or MIE to take such action): (a) Any Trade Sale, merger, consolidation, reorganization or acquisition, or any other transaction that would constitute a change of control, of the Company or any Material Subsidiary; (b) Any sale of all or substantially all of the business of the Company or any Material Subsidiary; (c) Any material change in the scope of business of the Company or MIE; (d) The creation, grant or issuance of any equity securities by the Company or of any shares or rights to subscribe for, or options, warrants or other securities convertible into or exercisable or exchangeable for, equity securities of any member of the MIE Group (other than any creation, grant or issuance of a new series of preferred shares of the Company (the “New Preferred Shares”) or the agreements to grant or issue shares to Standard Bank under the applicable Standard Bank Equity Agreements); provided that, (i) if no reply the New Preferred Shares shall only be issued to a third party investor (other than FEEL or any of its Affiliate) which is given within two Business Days of the relevant Final Structure Step Document being provided to each Investor (or each Investor’s counsel)a leading reputable international institutional investor, the Investors’ Representative shall be deemed to have approved such Final Structure Step Document; (ii) if a reply is given by the Investors’ Representative (aggregate principal amount, face amount or liquidation preference amount of the Investors’ counsel) describing a change to the position agreed in the Structure Steps Plan which the Investors’ Representative believes in good faith could be an Adverse ChangeNew Preferred Shares shall not exceed US$20,000,000 at any time outstanding, then FIHL, the relevant Parties and the Investors shall cooperate in good faith using reasonable best efforts on a prompt basis to revise such Final Structure Step Documents such that it does not constitute an Adverse Change and allowing their implementation before the Long Stop Date; (iii) the impact per share subscription price of the New Preferred Shares shall be equal to or higher than the Per Share Subscription Price, and (iv) the terms and conditions of, or rights relating to, the New Preferred Shares (whether pursuant to the Restated Articles, contractual or otherwise) are not more favorable than those applicable to the Series A Preferred Shares taking into consideration the percentage of shareholding represented by the New Preferred Shares; (e) Any redemption or repurchase by the Company of any equity securities of the Company, other than a redemption of the Put Shares or a redemption of any Shares held by Standard Bank pursuant to the put option granted to Standard Bank under the Standard Bank SPA; (f) Change in any rights attaching to any securities issued by the Company or granting of any right to the holders of any securities issued by the Company if (i) the holder(s) of such rights is FEEL or any of its Affiliates (other than as may be required to consummate the transactions contemplated under the Standard Bank Equity Agreements) or (ii) such rights are superior to the rights of the holders of the Series A Preferred Shares; (g) Any declaration, setting aside or payment of any dividend or other distribution in respect of the Shares, except for the deemed dividend distribution referred to in Clause 5.1(a)(xiv) of the SPA and any additional deemed dividend distribution (which shall not involve any cash distribution) in connection with any additional equity investment by one or more third parties in the Company in an aggregate amount not to exceed US$12,000,000 for the sole purpose of forgiving or writing off the MIE Loan; (h) Any repayment by MIE of any loan from a direct or indirect Shareholder (other than Standard Bank); (i) Incurring any additional Indebtedness (other than any Indebtedness incurred under the Standard Bank Facility) exceeding in the aggregate US$20,000,000 during the 12-month period following the Completion and US$40,000,000 during the 24-month period following the Completion; (j) Entry by any member of the MIE Group into any transaction with any Person involving the making of payments by or obligations or liabilities of any member of the MIE Group outside the ordinary course of business in excess of US$15,000,000; (k) Entry by any member of the MIE Group into any transaction with any Affiliate or any Shareholder, director, officer or shareholder of the Company or Affiliate of any Shareholder, director, officer or shareholder of the Company outside the ordinary course of business, including but not limited to the waiver or release of any rights of such member of the MIE Group and the write-off or forgiveness of any Indebtedness owed to such member of the MIE Group (other than (i) the write-off or forgiveness of the MIE Loan as contemplated by the SPA or under paragraph (g) above, (ii) any Pre-Approved Affiliate Transaction, and (iii) any transaction between the Company and MIE to transfer to MIE the proceeds from the sale of 2,145,749 Series A Preferred Shares to TPG); (l) Amendment of the Article of Association, Bylaws or other governing documents of any member of the MIE Group to the extent such amendment would adversely affect the rights already granted to the holders of Series A Preferred Shares; (m) Any liquidation, winding up, dissolution, receivership, bankruptcy or any like scheme or arrangement of the Company or any Material Subsidiary; (n) Any appointment or removal of the auditors of the Company or any Material Subsidiary; (o) Any material change to the accounting or tax policies of the Company or any Material Subsidiary, other than any material change implemented to be in tax law arising on compliance with any relevant laws, rules and regulations applicable to the Company; (p) The creation of any Encumbrance over any material asset or after group of assets of, or over substantially all the undertaking of, any member of the MIE Group (save for Encumbrances that (i) arise by operation of law, (ii) which any member of the MIE Group is obliged to create under the terms of the Standard Bank Facility) or the giving by any member of the MIE Group of any guarantee or indemnity in respect of the obligation of any person (other than any guarantee or indemnity given by a member of the MIE Group in respect of the obligations of the Company or of a wholly-owned subsidiary of the Company or any guarantee or indemnity given by a member of the MIE Group under the terms of the Standard Bank Equity Agreements); (i) Acquisition of the whole or any significant part of any business or undertaking or any shares in the capital, of a company, or formation of any subsidiary company or subsidiary undertaking, (ii) entering into any joint venture or partnership with any person, or (iii) engagement in any kind of overseas expansion, in each case, exceeding US$20,000,000 in total expenditure or purchase price, as the case may be; (r) Any settlement of any material litigation, arbitration or administrative proceeding involving any member of the MIE Group in excess of US$3,000,000; and (s) The delegation of any authority of the Board, or the agreement with any Person, conditionally or otherwise, to do any of the foregoing. 4.2. During the period from the date of this Agreement until the Completion, FEEL shall be excluded not transfer (or create or permit any Encumbrance over) any interest in any such determination of the shares in FEEL, the Company or MIE, or allow the creation, grant or issuance of new shares by FEEL or of any Adverse Change; shares or rights to subscribe for, or options, warrants or other securities convertible into or exercisable or exchangeable for the shares in FEEL except for (i) the creation of Encumbrances over the shares in FEEL, the Company and MIE pursuant to the terms of the Standard Bank Facility, (ii) any transfer or agreement to transfer, grant or issue Shares to Standard Bank in accordance with the Standard Bank Equity Agreements, and (iviii) if an Adverse Change could disproportionately negatively impact any Investor in any material way, relative the creation of Encumbrances over Shares pursuant to the other Investors, such Investor shall also have terms of the same rights as the Investors’ Representative set forth in this Clause 2.5 mutatis mutandisAmended Standard Bank Option Agreement. 2.6 Each 4.3. During the period from the date of this Agreement until the Parties shall, and shall procure that their respective Related Persons and their Related Persons’ respective representatives shall, in each case to the extent within their power: 2.6.1 exercise all rights and privileges and perform all duties and obligations, whether as a security holder or otherwise, including by attending or voting at meetings of any security holders, executing consents to short notice in respect of any such meetings, and receiving, approving or executing any written resolution circulated to any security holder, in each case necessary or desirable to approve the Reorganisation; and 2.6.2 not enter into any agreement or arrangement which may impede or frustrate the Reorganisation. 2.7 Subject to Clause 4.7, at or prior to Completion, FIHL shall, each of FEEL and the Company shall procure that the relevant members notify TPG immediately if it becomes aware of the Group to, enter into, adopt a fact or otherwise implement the Binder Agreementscircumstance which constitutes a breach of Clause 4.1 or 4.2.

PRE-COMPLETION UNDERTAKINGS. Conduct 3.1 From the date of this Agreement until the Completion Date (or the earlier termination of this Agreement in accordance with its terms) the Seller shall or shall procure that the Company shall, except as required under this Agreement or with the prior written consent of the Purchaser and to the extent permitted under applicable law: (a) carry on the Business in the Ordinary Course of Business and in accordance with the terms of this Agreement; (b) allow the Purchaser to have reasonable access, during normal business before Completion 2.1 Subject to Clause 2.2, FIHL shall use its reasonable best efforts to procurehours, to the offices of the Company and to its respective properties, books, records and employees, for the purpose of permitting the Purchaser to conduct confirmatory due diligence and ensure compliance by the Seller with the terms of this clause 3; provided however that (i) the Purchaser shall make the request thereto to the Seller at least five Business Days in advance, (ii) the Seller shall be free to join (or have a third party join) the visit, and (iii) such access shall be at reasonable times and shall not unreasonably disrupt the personnel and operation of the Company and shall solely be requested by the Purchaser for the purpose of the Transaction. 3.2 From the date of this Agreement until the Completion Date (or the earlier termination of this Agreement in accordance with its terms) the Seller shall not or shall procure that the Company shall not, except as required under this Agreement or with the prior written consent of the Purchaser and to the extent permitted under applicable law: (a) take any of the following actions or decisions concerning the Business or the Company: (i) resolve to change its name or to alter its articles of association; (ii) modify the rights attached to the Shares; (iii) allot or issue or agree to allot or issue any shares or any options, warrants, or other securities convertible into the share capital of the Company or grant or agree to grant rights which confer on the holder any right to acquire any of the share capital of the Company or other such matter is within interest therein; (iv) reduce, repay, redeem or purchase any of its power and control share capital or effect any other reorganisation of its capital; (v) declare, pay or make any dividend (whether in cash or in kind) or other distribution to the Seller, other than the Pre-Completion Distribution; (vi) resolve to be voluntarily wound up; (vii) sell, lease, transfer or assign any of its assets other than for fair consideration in the Ordinary Course of Business; (viii) place any Encumbrances over the Shares or, other than in the Ordinary Course of Business, over any of the assets of the Company; (ix) make any capital expenditures or any series of capital expenditures outside the Ordinary Course of Business; (x) make any capital investment in or acquire the share capital or other securities of, or all or substantially all of the assets of, any third party; or (xi) increase or modify the base compensation of its employees, other than in the Ordinary Course of Business, or adopt, amend, or terminate any Plan or make any commitment to its employees in respect of any existing Plan or otherwise. (b) otherwise than in the Ordinary Course of Business, terminate, materially amend or materially vary any contract of the Company that involves material rights and obligations for the Company and is required by exercising the Company in order to conduct its right Business, unless such is necessary to avoid a material adverse effect to the Business and cannot be delayed; (c) make any material change in the nature, extent or terms of its Business; (d) enter into any borrowing or any lending commitments or issue any note, bond or other debt instrument or create, incur, assume or guarantee any indebtedness for borrowed money of the Company (other than the use of overdraft facilities in existence before the date of this Agreement or agreed to in this Agreement, including the Current Account Debt); (e) enter into any transaction with or for the benefit of the Seller (whether in its capacity as a holder shareholder or director of shares the Company, or otherwise) or any Affiliate of the Seller, other than in the Ordinary Course of Business on arm’s length terms, or enter into any MGA Group transaction or agreement with any private individual who is connected with the Seller; or (f) appoint new auditors of the Company. 3.3 At the request of Purchaser, the Company shall appoint Xx. Xxxxxx xx Jong as interim general manager of the Company as of the date of this Agreement. The duties and responsibilities of the interim general manager are set forth in more detail on Schedule 1. In the event that this Agreement terminates on the basis of clause 4.4 (or pursuant for any other reason), the Company shall be entitled to terminate the appointment of Xx. Xx Xxxx with immediate effect, without any agreement, arrangement payment of damages or understanding compensation being due to which it is a party) that, Xx. Xx Xxxx or to the Purchaser. 3.4 In the period between the date of this Agreement and Completionthe Completion Date, no MGA Group the Company will without may obtain financing from the Seller in the form of Current Account Debt, for the purpose of financing its working capital, and the Company may repay or set-off any amount of such financing, save that if the outstanding amount of such financing at any time exceeds EUR 200,000 the Company may only obtain further financing with the prior written approval consent of the Investors’ Representative Purchaser. If any such amount is not repaid or set-off prior to Completion it shall be payable to the Seller in accordance with clause 5.2 (such approval not to be unreasonably withheld, conditioned or delayed) undertake any of the acts or matters listed in Schedule 3as Current Account Debt). 2.2 Clause 2.1 shall not operate so as to restrict or prevent: 2.2.1 entering into 3.5 In the Binder Agreements, including any matter permitted under the terms of the Binder Agreements; 2.2.2 subject always to Clause 2.5, the implementation of any transaction or the taking of any action permitted or provided for or contemplated by the Structure Steps Plan or any Final Structure Steps Document, including any negotiation of the purchase of the non-controlling interests in Pine Walk Capital Limited as contemplated at Structure Steps 4 and 20; 2.2.3 any matters that do not involve the negotiation, entering into, termination and/or other material variation or amendment of a Material Contract and that are in the ordinary course of business for Pine Walk Capital Limited and its cells and/or its subsidiaries and are conducted in a manner consistent with the running of the business of such entities in the prior twelve (12) months (to the extent that parts of the MGA Group’s business existed during such period, acknowledging that the MGA Group is to be established pursuant to the implementation of the Structure Steps Plan), including: (a) the acquisition of shares or any other interest in any person by Pine Walk Capital Limited where the business of such person is underwriting (re)insurance as a managing general agent on behalf of the Balance Sheet Business, pursuant to delegated authority granted by one or more FIHL subsidiaries; (b) the creation, allotment, issue or transfer by any shareholder (other than an MGA Group Company) to another shareholder of, or the grant of any option over or other right to subscribe for or purchase, or redeem, buy back, sub-divide, consolidate, re-denominate, convert, reduce, cancel, restrict or alter the rights attaching to, any share or loan capital or securities or securities convertible into any of the foregoing of Pine Walk Capital Limited, or its cells or subsidiaries pursuant to any employee share scheme in place in connection therewith or otherwise; (c) the declaration, authorisation, making or the paying of any dividends (in cash or in specie) or other distribution of a similar nature or taxed in the same way as a dividend by Pine Walk Capital Limited or any of the cells and/or the subsidiaries of Pine Walk Capital Limited; and (d) the commencement of any litigation or arbitration proceedings or the compromise, cessation or settlement of any litigation or arbitration proceedings or any action, demand or dispute or waiver of a right in relation to any litigation or arbitration proceedings in connection with the handling of (re)insurance claims by Pine Walk Capital Limited or the cells and/or the subsidiaries of Pine Walk Capital Limited; 2.2.4 Pine Walk Europe establishing a permanent UK branch and acquiring a permanent Regulatory Authorisation; 2.2.5 the implementation of any transaction or the taking of any action required, contemplated, permitted or provided for by any Transaction Document; 2.2.6 any matter required in order to comply with any law, court order or regulation (including: (i) the requirements of any Regulatory Authority or Regulatory Authorisation; and (ii) any action of any director of an MGA Group Company that such director believes is reasonably required in order to comply with his statutory or fiduciary directors’ duties) or published policy of the MGA Group being undertaken by any MGA Group Company; 2.2.7 any matter reasonably undertaken by any MGA Group Company immediately following an emergency or disaster or other serious incident or circumstance with the intention of minimising any adverse effect on the MGA Group (and of which the Investors’ Representative will be promptly notified); 2.2.8 the completion or performance of any obligation undertaken pursuant to any contract or arrangement entered into by any MGA Group Company prior to period between the date of this Agreement; 2.2.9 any increase Agreement and the Completion Date, Seller shall cause the Company to complete and provide to the Purchaser financial statements audited by Seller’s Accountants, including profit and loss statements and balance sheets, for the Company for its fiscal years 2008, 2009 and 2010 in emoluments of any category of employees of any MGA Group Company where such increase is made each case prepared in accordance with the normal practice IFRS and consistent with past practices of the relevant employing MGA Group Company together with an unqualified audit report issued by Seller’s Accountants (the Annual Financial Statements; the Annual Financial Statement relating to the financial year 2010 also referred to as the Effective Date Accounts). 3.6 Effective as of the Completion Date, Seller waives any claim it may have against the Company that has not either (i) arisen in the Ordinary Course of Business (including any of the services to be phased out as referred to in clause 6.27) or (ii) is described in this Agreement (the latter including the Current Account Debt), and irrevocably offers to terminate any contract between Seller and the Company at no cost to the Company;. Prior to the Completion Date, Seller will and will cause each of its Affiliates to repay, in full, prior to the Completion, all indebtedness owed to the Company by the Seller or such Affiliate. Prior to the Effective Date, Seller will cause the Company to repay all interest bearing indebtedness for borrowed money to third party lenders such that, at the Effective Date, the Company shall have no interest bearing debt, other than any intercompany debt owed by the Company to the Seller, which shall be taken into account in clause 2.2. 2.2.10 3.7 Seller will ensure that the Company takes all reasonable steps to maintain and preserve good commercial relationships with its suppliers and customers and with its employees and otherwise preserve the goodwill of the Business up to and including the Completion Date. 3.8 The Seller will use best efforts to file or cause the Company to file all Tax returns to the extent they are due at a date prior to and including the Completion Date, by April 30, 2011, and Seller will not apply for a extension in relation to the corporate income tax return 2010, and to timely pay any payment being made by any MGA Group Company for Taxes in respect of such Tax returns filed or in respect of any Tax in the ordinary and usual course of business in a manner consistent with past practice; 2.2.11 any matter being undertaken by any MGA Group Company at the written request, or with the prior written consent, of the Investors’ Representative (such consent not to be unduly withheld, conditioned or delayed); 2.2.12 any investment in A Ordinary Shares of Topco on substantially the same terms as the Subscription Agreements up to an aggregate subscription amount of $[******] by any person reasonably satisfactory to the Investors’ Representative and the Management Seller Representative; and 2.2.13 any incurrence of any liability by an MGA Group Company in connection with the facilities referred to in the Debt Commitment Letter (including any liability to FIHL if FIHL makes any payments on behalf of any MGA Group Company in connection with such facilities). 2.3 If FIHL requests the approval of the Investors’ Representative pursuant to Clause 2.1 or otherwise under this Agreement, the Investors’ Representative shall respond to such request as soon as reasonably practicable and in any event within five Business Days after such request is made. Failure of the Investors’ Representative to respond within that period shall be deemed to be an approval to proceed with the relevant act, matter or course of conduct which is the subject of the request. In no circumstances is this Clause 2 intended to allow any Investor the ability to control the Group or the MGA Group. 2.4 At or prior to Completion, each of the Parties shall implement, or procure the implementation of, in each case assessments raised to the extent within their power, each of due and payable at a date prior to and including the Structure Steps in accordance with the terms and conditions of the Final Structure Steps Documents and each such Structure Step shall be implemented in the order set out in the Structure Steps Plan (the “Reorganisation”)Completion Date. 2.5 FIHL shall use its reasonable best efforts 3.9 Up to procure that and including the Final Structure Step Documents are drafted (including, without limitation, by proposing such customary provisions that are consistent with generally accepted market practice) by no later than Completion, provided that no Final Structure Step Document may be entered into if it would Completion Date the Seller will cause the Company to refrain from commencing any litigation proceedings of any kind or would reasonably be expected to, in comparison to the position agreed in the Structure Steps Plan, negatively impact in settle any material way, directly or indirectly, any Investor or the MGA Group (an “Adverse Change”)litigation proceedings, without the prior written consent of the Investors’ Representative (Purchaser, such consent not to be unreasonably withheld. 3.10 The Seller will cause the Company to maintain all insurance policies relating to its Business in full force and effect, conditioned covering property, fire, casualty and liability, as currently in place or delayed); provided that, (i) if no reply is given within two Business Days in place during the twelve months prior to the Effective Date and will neither cancel or permit to lapse any such insurance policies prior to the Completion Date. 3.11 To the extent any of the relevant Final Structure Step Document being provided to each Investor (trademarks, service marks, copyrights, know how or each Investor’s counsel), the Investors’ Representative shall be deemed to have approved such Final Structure Step Document; (ii) if a reply is given by the Investors’ Representative (or the Investors’ counsel) describing a change to the position agreed any other intellectual property rights used in the Structure Steps Plan which Business of the Investors’ Representative believes in good faith could be an Adverse Change, then FIHL, the relevant Parties and the Investors shall cooperate in good faith using reasonable best efforts on a prompt basis to revise such Final Structure Step Documents such that it does not constitute an Adverse Change and allowing their implementation before the Long Stop Date; (iii) the impact Company as of any change in tax law arising on or after the date of this Agreement Agreement, other than the Logo or other intellectual property rights that are also used by the Seller or its Affiliates or divested Affiliates in the conduct of their respective businesses, are owned by or registered in the name of the Seller as of the date hereof, Seller shall be excluded in any ensure that the ownership of such determination of any Adverse Change; intellectual property rights are assigned and (iv) if an Adverse Change could disproportionately negatively impact any Investor in any material way, relative transferred to the other Investors, such Investor shall also have the same rights as the Investors’ Representative set forth in this Clause 2.5 mutatis mutandis. 2.6 Each of the Parties shall, and shall procure that their respective Related Persons and their Related Persons’ respective representatives shall, in each case Company prior to the extent within their power:Completion Date or that a non-exclusive, fully paid-up license is granted to the Company to utilize such shared intellectual property rights in the Company’s Business. Seller shall further take all actions or cause the Company to take all actions required to keep such intellectual property rights used by the Company in its Business in full force and effect through the Completion Date, 2.6.1 exercise 3.12 The Seller will cause the Company to timely pay in full to its employees all rights wages, salaries, bonuses, severance payments and privileges other benefits as and perform when due and payable and to withhold and pay to the appropriate governmental authorities all duties wage or salaries tax, social insurance charges (both employee and obligationsemployer) and all other amounts required to be paid in full compliance with applicable law, whether as a security holder or otherwise, up to and including by attending or voting at meetings of any security holders, executing consents to short notice in respect of any such meetings, and receiving, approving or executing any written resolution circulated to any security holder, in each case necessary or desirable to approve the Reorganisation; and 2.6.2 not enter into any agreement or arrangement which may impede or frustrate the Reorganisation. 2.7 Subject to Clause 4.7, at or prior to Completion, FIHL shall, and shall procure that the relevant members of the Group to, enter into, adopt or otherwise implement the Binder Agreements.the

PRE-COMPLETION UNDERTAKINGS. Conduct of business before Completion6.1 Except as otherwise agreed in writing with the Buyer, the Investor Sellers and Senior Manager Sellers agree (i) with the Buyer and (ii) amongst themselves, that: 2.1 Subject to Clause 2.2, FIHL shall use its reasonable best efforts to procure, to the extent such matter is within its power and control (whether by exercising its right as a holder of shares in any MGA Group Company or pursuant to any agreement, arrangement or understanding to which it is a party) that, 6.1.1 between the date of this Agreement and Completion, no MGA Group Company will without the prior written approval they shall exercise all of their control rights (including, but not limited to, as directors and/or officers (in each case, subject to their fiduciary duties in respect of the Investors’ Representative relevant companies) and/or shareholders) in so far as they are legally able to (such approval not and within the confines of any applicable competition law) to be unreasonably withheldprocure the performance and observance by each Group Company, conditioned or delayed) undertake any or, where stated in Schedule 4, by the Company, of the acts or those matters listed in Part A of Schedule 34 and by each Joint Venture Company of those matters listed in Parts A to C of Schedule 4; 6.1.2 between the date of this Agreement and the Satisfaction Date or, if earlier, Completion, they shall (within the confines of any applicable competition law) procure the performance and observance by each Group Company, or, where stated in Schedule 4, by the Company, of those matters listed in Part B of Schedule 4, save in respect of the Joint Venture Companies; 6.1.3 if Completion occurs after the Satisfaction Date, between the Satisfaction Date and Completion, and save in respect of the Joint Venture Companies, in respect of: (a) the Investor Sellers, they shall exercise all of their control rights (including, but not limited to, as directors and/or officers (in each case, subject to their fiduciary duties in respect of the relevant companies) and/or shareholders) in so far as they are legally able to (and within the confines of any applicable competition law) to procure; and (b) the Senior Manager Sellers, they shall (subject to their fiduciary duties as directors and/or officers of the relevant companies and within the confines of any applicable competition law) procure, the performance and observance by each Group Company, or, where stated in Schedule 4, by the Company, of those matters listed in Part B of Schedule 4; and 6.1.4 between the date of this Agreement and Completion, they shall (within the confines of any applicable competition law) procure the performance and observance by each Group Company of those matters listed in Part C of Schedule 4, save in respect of the Joint Venture Companies. 2.2 6.2 Clause 2.1 6.1 shall not operate so as to restrict prevent or preventrestrict: 2.2.1 entering into the Binder Agreements, including any matter permitted under the terms of the Binder Agreements; 2.2.2 subject always to Clause 2.5, the implementation of any transaction or the taking of 6.2.1 any action permitted undertaken pursuant to a binding arrangement or provided for or contemplated by agreement existing at the Structure Steps Plan or any Final Structure Steps Document, including any negotiation of the purchase of the non-controlling interests in Pine Walk Capital Limited as contemplated at Structure Steps 4 and 20; 2.2.3 any matters that do not involve the negotiation, entering into, termination and/or other material variation or amendment of a Material Contract and that are in the ordinary course of business for Pine Walk Capital Limited and its cells and/or its subsidiaries and are conducted in a manner consistent with the running of the business of such entities in the date hereof which has been Disclosed prior twelve (12) months (to the extent that parts date of the MGA Group’s business existed during such period, acknowledging that the MGA Group is this Agreement or was not required to be established so Disclosed pursuant to the implementation of the Structure Steps Plan), including: (a) the acquisition of shares or any other interest in any person by Pine Walk Capital Limited where the business of such person is underwriting (re)insurance as a managing general agent on behalf of the Balance Sheet Business, pursuant to delegated authority granted by one or more FIHL subsidiariesManagement Deed; (b) the creation, allotment, issue or transfer by any shareholder (other than an MGA Group Company) to another shareholder of, or the grant of any option over or other right to subscribe for or purchase, or redeem, buy back, sub-divide, consolidate, re-denominate, convert, reduce, cancel, restrict or alter the rights attaching to, any share or loan capital or securities or securities convertible into any of the foregoing of Pine Walk Capital Limited, or its cells or subsidiaries pursuant to any employee share scheme in place in connection therewith or otherwise; (c) the declaration, authorisation, making or the paying of any dividends (in cash or in specie) or other distribution of a similar nature or taxed in the same way as a dividend by Pine Walk Capital Limited or any of the cells and/or the subsidiaries of Pine Walk Capital Limited; and (d) the commencement of any litigation or arbitration proceedings or the compromise, cessation or settlement of any litigation or arbitration proceedings or any action, demand or dispute or waiver of a right in relation to any litigation or arbitration proceedings in connection with the handling of (re)insurance claims by Pine Walk Capital Limited or the cells and/or the subsidiaries of Pine Walk Capital Limited; 2.2.4 Pine Walk Europe establishing a permanent UK branch and acquiring a permanent Regulatory Authorisation; 2.2.5 the implementation of any transaction or the taking of any action required, contemplated, permitted or provided for by any Transaction Document; 2.2.6 6.2.2 any matter required which is specifically disclosed in order writing to comply with any law, court order or regulation (including: (i) the requirements of any Regulatory Authority or Regulatory Authorisation; and (ii) any action of any director of an MGA Group Company that such director believes is reasonably required in order to comply with his statutory or fiduciary directors’ duties) or published policy of the MGA Group being undertaken by any MGA Group Company; 2.2.7 any matter reasonably undertaken by any MGA Group Company immediately following an emergency or disaster or other serious incident or circumstance with the intention of minimising any adverse effect on the MGA Group (and of which the Investors’ Representative will be promptly notified); 2.2.8 the completion or performance of any obligation undertaken pursuant to any contract or arrangement entered into by any MGA Group Company Buyer prior to the date of this Agreement; 2.2.9 6.2.3 any arrangements or agreements between Group Companies; 6.2.4 any matter reasonably undertaken in good faith by any member of the Group in an emergency or disaster situation with the intention of minimising any adverse effect of such situation on the Group, provided that the Sellers’ Representatives shall notify the Buyer of any such emergency or disaster situation and the action to minimize the adverse effect on the Group as soon as reasonably practicable and, in any event, within 3 Business Days after such emergency or disaster situation; 6.2.5 any action required to be undertaken to comply with applicable legal or regulatory requirement; 6.2.6 any matter necessary in order to give effect to, implement or complete this Agreement; 6.2.7 any matter necessary to give effect to, implement or complete the Kenya Reorganisation; 6.2.8 any increase in emoluments of or change in the terms of employment of any category of employees of any MGA member of the Group Company where such increase or change is made in accordance the ordinary course consistent with the normal past practice of the relevant employing MGA Group Companymember of the Group; 2.2.10 6.2.9 any payment being made by any MGA Group Company for or in respect of any Tax in the ordinary and usual course of business in a manner consistent with past practice; 2.2.11 any matter being undertaken by any MGA Group Company at the written request, or action taken with the prior written consent, of the Investors’ Representative (such consent not to be unduly withheld, conditioned or delayed); 2.2.12 any investment in A Ordinary Shares of Topco on substantially the same terms as the Subscription Agreements up to an aggregate subscription amount of $[******] by any person reasonably satisfactory to the Investors’ Representative and the Management Seller Representative; and 2.2.13 any incurrence of any liability by an MGA Group Company in connection with the facilities referred to in the Debt Commitment Letter (including any liability to FIHL if FIHL makes any payments on behalf of any MGA Group Company in connection with such facilities). 2.3 If FIHL requests the approval of the Investors’ Representative pursuant to Clause 2.1 or otherwise under this Agreement, the Investors’ Representative shall respond to such request as soon as reasonably practicable and in any event within five Business Days after such request is made. Failure of the Investors’ Representative to respond within that period shall be deemed to be an approval to proceed with the relevant act, matter or course of conduct which is the subject of the request. In no circumstances is this Clause 2 intended to allow any Investor the ability to control the Group or the MGA Group. 2.4 At or prior to Completion, each of the Parties shall implement, or procure the implementation of, in each case to the extent within their power, each of the Structure Steps in accordance with the terms and conditions of the Final Structure Steps Documents and each such Structure Step shall be implemented in the order set out in the Structure Steps Plan (the “Reorganisation”). 2.5 FIHL shall use its reasonable best efforts to procure that the Final Structure Step Documents are drafted (including, without limitation, by proposing such customary provisions that are consistent with generally accepted market practice) by no later than Completion, provided that no Final Structure Step Document may be entered into if it would or would reasonably be expected to, in comparison to the position agreed in the Structure Steps Plan, negatively impact in any material way, directly or indirectly, any Investor or the MGA Group (an “Adverse Change”), without the prior written consent of or at the Investors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided that, (i) if no reply is given within two Business Days request of the relevant Final Structure Step Document being provided to each Investor (or each Investor’s counsel), the Investors’ Representative shall be deemed to have approved such Final Structure Step DocumentBuyer; (ii) if a reply is given by the Investors’ Representative (or the Investors’ counsel) describing a change or 6.2.10 any amendments to the position agreed in the Structure Steps Plan which the Investors’ Representative believes in good faith could be an Adverse Change, then FIHL, the relevant Parties and the Investors shall cooperate in good faith using reasonable best efforts on a prompt basis to revise such Final Structure Step Documents such that it does not constitute an Adverse Change and allowing their implementation before the Long Stop Date; (iii) the impact articles of association of any change in tax law arising on or after the date Group Company, where such amendments are solely related to such Group Company’s board of this Agreement shall be excluded in any such determination of any Adverse Change; directors (including composition, quorum at board meetings and (iv) if an Adverse Change could disproportionately negatively impact any Investor in any material way, relative to the other Investors, such Investor shall also have the same voting rights as the Investors’ Representative set forth in this Clause 2.5 mutatis mutandisat board meetings). 2.6 Each of the Parties shall, and shall procure that their respective Related Persons and their Related Persons’ respective representatives shall, in each case to the extent within their power: 2.6.1 exercise all rights and privileges and perform all duties and obligations, whether as a security holder or otherwise, including by attending or voting at meetings of any security holders, executing consents to short notice in respect of any such meetings, and receiving, approving or executing any written resolution circulated to any security holder, in each case necessary or desirable to approve the Reorganisation; and 2.6.2 not enter into any agreement or arrangement which may impede or frustrate the Reorganisation. 2.7 Subject to Clause 4.7, at or prior to Completion, FIHL shall, and shall procure that the relevant members of the Group to, enter into, adopt or otherwise implement the Binder Agreements.

PRE-COMPLETION UNDERTAKINGS. Conduct 6.1 Subject to the terms and conditions of business before Completionthis Agreement, the Seller and the Purchaser shall use all reasonable endeavours to procure that Completion occurs and, without prejudice to the generality of the foregoing, shall use all reasonable endeavours to cooperate with each other on and after the date of this Agreement to consummate the transactions contemplated by this Agreement. 2.1 6.2 Subject to Clause 2.2, FIHL shall use its reasonable best efforts to procure, to the extent such matter is within its power and control (whether by exercising its right as a holder of shares in any MGA Group Company or pursuant to any agreement, arrangement or understanding to which it is a party) that6.4, between the date of this Agreement and CompletionCompletion (the “Pre-Completion Period”), no MGA Group Company the Seller shall exercise all rights available to it: (A) to procure that the Business will without be carried on in the prior written approval ordinary course in the same manner as it was operated during the six (6) months preceding the date of this Agreement and shall use all reasonable endeavours to maintain its trade and trade connections; and (B) in particular to procure that each applicable member of the Investors’ Representative GSK Group: (such approval not i) uses all commercially reasonable endeavours: (a) to maintain and keep any Regulatory Permits and ensure that all filings and notifications required to be unreasonably withheldmade in respect of the same are made in accordance with past practice during the six (6) months preceding the date of this Agreement; and (b) to progress, conditioned in accordance with past practice during the six (6) months preceding the date of this Agreement, any applications, submissions, filings or delayedother correspondence initiated by such member of the GSK Group prior to the date of this Agreement relating to the grant of new NDAs, approvals, licences, permits, certificates, registrations, exemptions and/or authorisations in respect of the Business, unless (in either case) requested by the Purchaser or required by any applicable Governmental Entity to amend, cancel or surrender any such Regulatory Permits, applications, submissions or filings; (ii) continues to Commercialise the Products in accordance with past practice during the six (6) months preceding the date of this Agreement and, in particular, shall not materially accelerate or increase the quantity of Products distributed to the relevant distributors, except where such acceleration or increase results from an actual increase in the orders of the relevant Products by the relevant distributor without an unusual or increased level of solicitation by a member of the Seller's Group intended to result in seasonably adjusted inventory levels of Products materially in excess of normal levels; (iii) maintains the level of Business Inventory held for use in the Business in accordance with past practice during the six (6) months preceding the date of this Agreement; (iv) complies with the Quality Management System to ensure that the Products sold by the Business comply with the applicable requirements of GMP; (v) notifies the Purchaser in writing of any actual safety issue in respect of any Product (as soon as reasonably practicable after becoming aware of the same) which issue the relevant member of the GSK Group, acting reasonably and in good faith, considers material in the context of the Manufacture or Commercialisation of such Product; (vi) continues to support trade marketing, advertising and promotion in relation to the Business in accordance with the relevant Brand Activation Grid; (vii) notifies the Purchaser in writing as soon as reasonably practicable after becoming aware of any third party infringement of its Business Intellectual Property which has a material impact on the relevant Brand; and (a) materially complies with the terms of the 1998 Licence, solely to the extent such terms relate to the Business and (b) if the licensor does not materially comply with the terms of the 1998 Licence (to the extent such terms relate to the Business), uses all commercially reasonable efforts to enforce the terms of the 1998 Licence in respect of such non-compliance. 6.3 Subject to Clauses 6.2 and 6.4, during the Pre-Completion Period, the Seller shall exercise all rights available to it to procure that no member of the GSK Group will undertake any of the acts or matters listed in Schedule 3. 2.2 Clause 2.1 shall not operate so as to restrict or prevent: 2.2.1 entering into the Binder Agreements, including any matter permitted under the terms of the Binder Agreements; 2.2.2 subject always to Clause 2.5, the implementation of any transaction or the taking of any action permitted or provided for or contemplated by the Structure Steps Plan or any Final Structure Steps Document, including any negotiation of the purchase of the non-controlling interests in Pine Walk Capital Limited as contemplated at Structure Steps 4 and 20; 2.2.3 any matters that do not involve the negotiation, entering into, termination and/or other material variation or amendment of a Material Contract and that are in the ordinary course of business for Pine Walk Capital Limited and its cells and/or its subsidiaries and are conducted in a manner consistent with the running of the business of such entities in the prior twelve (12) months (to the extent that parts of the MGA Group’s business existed during such period, acknowledging that the MGA Group is to be established pursuant to the implementation of the Structure Steps Plan), including: (a) the acquisition of shares or any other interest in any person by Pine Walk Capital Limited where the business of such person is underwriting (re)insurance as a managing general agent on behalf of the Balance Sheet Business, pursuant to delegated authority granted by one or more FIHL subsidiaries; (b) the creation, allotment, issue or transfer by any shareholder (other than an MGA Group Company) to another shareholder of, or the grant of any option over or other right to subscribe for or purchase, or redeem, buy back, sub-divide, consolidate, re-denominate, convert, reduce, cancel, restrict or alter the rights attaching to, any share or loan capital or securities or securities convertible into any of the foregoing of Pine Walk Capital Limited, or its cells or subsidiaries pursuant to any employee share scheme in place in connection therewith or otherwise; (c) the declaration, authorisation, making or the paying of any dividends (in cash or in specie) or other distribution of a similar nature or taxed in the same way as a dividend by Pine Walk Capital Limited or any of the cells and/or the subsidiaries of Pine Walk Capital Limited; and (d) the commencement of any litigation or arbitration proceedings or the compromise, cessation or settlement of any litigation or arbitration proceedings or any action, demand or dispute or waiver of a right 1 in relation to any litigation or arbitration proceedings in connection with the handling of (re)insurance claims by Pine Walk Capital Limited or the cells and/or the subsidiaries of Pine Walk Capital Limited; 2.2.4 Pine Walk Europe establishing a permanent UK branch and acquiring a permanent Regulatory Authorisation; 2.2.5 the implementation of any transaction or the taking of any action required, contemplated, permitted or provided for by any Transaction Document; 2.2.6 any matter required in order to comply with any law, court order or regulation (including: (i) the requirements of any Regulatory Authority or Regulatory Authorisation; and (ii) any action of any director of an MGA Group Company that such director believes is reasonably required in order to comply with his statutory or fiduciary directors’ duties) or published policy of the MGA Group being undertaken by any MGA Group Company; 2.2.7 any matter reasonably undertaken by any MGA Group Company immediately following an emergency or disaster or other serious incident or circumstance with the intention of minimising any adverse effect on the MGA Group (and of which the Investors’ Representative will be promptly notified); 2.2.8 the completion or performance of any obligation undertaken pursuant to any contract or arrangement entered into by any MGA Group Company prior to the date of this Agreement; 2.2.9 any increase in emoluments of any category of employees of any MGA Group Company where such increase is made in accordance with the normal practice of the relevant employing MGA Group Company; 2.2.10 any payment being made by any MGA Group Company for or in respect of any Tax in the ordinary and usual course of business in a manner consistent with past practice; 2.2.11 any matter being undertaken by any MGA Group Company at the written request, or with the prior written consent, of the Investors’ Representative (such consent not to be unduly withheld, conditioned or delayed); 2.2.12 any investment in A Ordinary Shares of Topco on substantially the same terms as the Subscription Agreements up to an aggregate subscription amount of $[******] by any person reasonably satisfactory to the Investors’ Representative and the Management Seller Representative; and 2.2.13 any incurrence of any liability by an MGA Group Company in connection with the facilities referred to in the Debt Commitment Letter (including any liability to FIHL if FIHL makes any payments on behalf of any MGA Group Company in connection with such facilities). 2.3 If FIHL requests the approval of the Investors’ Representative pursuant to Clause 2.1 or otherwise under this Agreement, the Investors’ Representative shall respond to such request as soon as reasonably practicable and in any event within five Business Days after such request is made. Failure of the Investors’ Representative to respond within that period shall be deemed to be an approval to proceed with the relevant act, matter or course of conduct which is the subject of the request. In no circumstances is this Clause 2 intended to allow any Investor the ability to control the Group or the MGA Group. 2.4 At or prior to Completion, each of the Parties shall implement, or procure the implementation of, in each case to the extent within their power, each of the Structure Steps in accordance with the terms and conditions of the Final Structure Steps Documents and each such Structure Step shall be implemented in the order set out in the Structure Steps Plan (the “Reorganisation”). 2.5 FIHL shall use its reasonable best efforts to procure that the Final Structure Step Documents are drafted (including, without limitation, by proposing such customary provisions that are consistent with generally accepted market practice) by no later than Completion, provided that no Final Structure Step Document may be entered into if it would or would reasonably be expected to, in comparison to the position agreed in the Structure Steps Plan, negatively impact in any material way, directly or indirectly, any Investor or the MGA Group (an “Adverse Change”), without the prior written consent of the Investors’ Representative Purchaser (such consent not to be unreasonably withheld, conditioned withheld or delayed); provided that, (i) if no reply is given within two Business Days of the relevant Final Structure Step Document being provided to each Investor (or each Investor’s counsel), the Investors’ Representative shall be deemed to have approved such Final Structure Step Document; (ii) if a reply is given by the Investors’ Representative (or the Investors’ counsel) describing a change to the position agreed in the Structure Steps Plan which the Investors’ Representative believes in good faith could be an Adverse Change, then FIHL, the relevant Parties and the Investors shall cooperate in good faith using reasonable best efforts on a prompt basis to revise such Final Structure Step Documents such that it does not constitute an Adverse Change and allowing their implementation before the Long Stop Date; (iii) the impact of any change in tax law arising on or after the date of this Agreement shall be excluded in any such determination of any Adverse Change; and (iv) if an Adverse Change could disproportionately negatively impact any Investor in any material way, relative to the other Investors, such Investor shall also have the same rights as the Investors’ Representative set forth in this Clause 2.5 mutatis mutandis. 2.6 Each of the Parties shall, and shall procure that their respective Related Persons and their Related Persons’ respective representatives shall, in each case to the extent within their power: 2.6.1 exercise all rights and privileges and perform all duties and obligations, whether as a security holder or otherwise, including by attending or voting at meetings of any security holders, executing consents to short notice in respect of any such meetings, and receiving, approving or executing any written resolution circulated to any security holder, in each case necessary or desirable to approve the Reorganisation; and 2.6.2 not enter into any agreement or arrangement which may impede or frustrate the Reorganisation. 2.7 Subject to Clause 4.7, at or prior to Completion, FIHL shall, and shall procure that the relevant members of the Group to, enter into, adopt or otherwise implement the Binder Agreements.

PRE-COMPLETION UNDERTAKINGS. Conduct of business before Completion 2.1 Subject 5.1 Until Completion each Management Seller undertakes to Clause 2.2the Purchaser that he shall, FIHL shall use its his reasonable best efforts to procure, endeavours to the extent such matter that he is within its power and control (whether legally permitted or entitled to do so by exercising its right his rights as a holder shareholder, director and/or employee of shares the Group (as applicable) and save to the extent expressly provided for in any MGA the Transaction Documents, procure that: (a) the business of each Group Company or pursuant is carried on in the ordinary course consistent with past practice and in accordance with applicable law so as to any agreement, arrangement or understanding maintain such business as a going concern; (b) subject to which it is a party) that, between the date of this Agreement and Completionclause 5.4, no MGA Group Company will shall, without the prior written approval consent of the Investors’ Representative Purchaser (such approval consent not to be unreasonably withheldconditioned, conditioned withheld or delayed): (i) make any increase or reduction of its share or loan capital or grant any option to subscribe for or acquire or reorganise any of its share or loan capital (other than to another Group Company); (ii) declare or pay any dividend or make any other distribution in respect of its profits, assets, or reserves or undertake any other return of capital (other than to another Group Company); (iii) amend its constitutional documents or the instruments constituting the Loan Notes; (iv) sell, transfer or dispose of, or grant any option to acquire, any part of its business, undertaking or any material asset owned by the Group having a net book value of more than £50,000; (v) acquire or enter into a legally binding commitment to acquire (whether by purchase, subscription or otherwise) any material business; (vi) grant any Encumbrance over any of its assets (other than charges arising by operation of law or in the ordinary course of trading); (vii) make material change to its accounting policies or practices or change its accounting reference date; (viii) other than in the ordinary course of trading enter into any partnership or joint venture with any person; (ix) borrow any monies or incur any indebtedness or other liability other than (A) trade credit in the ordinary course of trading or (B) drawing down under the Existing Facilities in accordance with ordinary course drawdowns under the revolving credit facility or (C) entering into finance leases in the ordinary course; (x) make any loan or give any credit other than in the ordinary course of business and consistent with past practice; (xi) make any unbudgeted capital expenditure of greater than £50,000; (xii) enter into or offer to enter into or terminate any contract to which the Group is a party (excluding those entered into by way of purchase order) with an annual revenue or expenditure exceeding £800,000; (xiii) amend any contract to which the Group is a party (excluding those entered into by way of purchase order) where such variation would result in a change in annual revenue or expenditure exceeding £300,000; (xiv) in relation to any of the acts Properties (as defined in the Management Warranty Deed): (A) change its existing use; (B) terminate or matters listed in Schedule 3give a notice to terminate any lease; or (C) materially vary terms of any lease. 2.2 Clause 2.1 (xv) materially amend, vary, waive, enter into, offer to enter into or terminate (or give notice to terminate) any terms of employment of a Senior Employee; (xvi) enter into any agreement or understanding with any trade union, works council or other employee representative body; (xvii) save as required by law, establish a new pension scheme for or in respect of any employee employed by a Group Company or amend, exercise a discretion which increases pension scheme liabilities or employer costs in relation to or discontinue (wholly or partly), any pension scheme applying to any employee employed by a Group Company; (xviii) give any guarantee, indemnity to secure an obligation of a third party; (xix) commence, settle or compromise, or waive any right in respect of any litigation or arbitration where the amount claimed is £100,000 or more or affects the reputation of any Group Company except for collection in the ordinary course of trading debts; (xx) transfer, dispose of or grant any rights or licences under, or enter into any licensing or similar agreements or arrangements with respect to the Intellectual Property Rights (as defined in the Management Warranty Deed) other than (A) in the ordinary course of business and consistent with past practice or (B) the acquisition of licenses for off-the-shelf software; (xxi) permit or suffer any of its insurance policies, or material permits or licences to lapse; (xxii) make, change or revoke any Tax election, or settle or compromise any proceedings with respect to any Tax claim or assessment; (xxiii) cease or propose to cease to carry on its business or be wound up or enter into any form of administration or other insolvency process; (xxiv) do anything that involves, or leads, directly or indirectly, to a change of residence of a Group Company; (xxv) do anything that relates to any scheme, transaction or arrangement that gives rise, or may give rise, to a liability to Tax under any anti-avoidance legislation or that gives rise to a duty to notify a Tax Authority under any legislation introduced to counter tax avoidance; (xxvi) do anything that relates to or involves the making of a distribution or deemed distribution for Tax purposes, the creation, cancellation, or reorganisation of share capital or loan capital, the creation, cancellation or repayment of any intra-group debt of any Group Company becoming or ceasing to be, or being treated as ceasing to be, a member of a group of companies, or becoming or ceasing to be associated or connected with any other company for Tax purposes; (xxvii) agree to do any of the actions referred to in sub-clauses 5.1(b)(i) to 5.1(b)(xxvi) above. 5.2 The obligations on each Management Seller in clause 5.1 are given on a several basis only (and not on a joint or joint and several basis). 5.3 Subject to clause 5.4, until Completion the Institutional Seller undertakes to the Purchaser that it shall: (a) not exercise its rights as a shareholder to approve, or fail to exercise any rights as a shareholder or any contractual rights of control (including, but not limited to, any veto rights pursuant to the Investment Agreement) to prevent; and (b) procure that its Institutional Directors (subject to their fiduciary duties) shall not approve, or fail to exercise any rights as a director or any contractual rights of control (including, but not limited to, any veto rights pursuant to the Investment Agreement) to prevent, any of the actions or steps referred to in clause 5.1(a) or clause 5.1(b) without the prior written consent of the Purchaser, such consent not to be unreasonably withheld or delayed (save to the extent that such action is expressly provided for in the Transaction Documents). 5.4 Clauses 5.1 and 5.3 shall not operate so as to restrict or prevent: 2.2.1 entering into the Binder Agreements, including any matter permitted under the terms of the Binder Agreements; 2.2.2 subject always to Clause 2.5, the implementation of any transaction or the taking of any action permitted or provided for or contemplated by the Structure Steps Plan or any Final Structure Steps Document, including any negotiation of the purchase of the non-controlling interests in Pine Walk Capital Limited as contemplated at Structure Steps 4 and 20; 2.2.3 any matters that do not involve the negotiation, entering into, termination and/or other material variation or amendment of a Material Contract and that are in the ordinary course of business for Pine Walk Capital Limited and its cells and/or its subsidiaries and are conducted in a manner consistent with the running of the business of such entities in the prior twelve (12) months (to the extent that parts of the MGA Group’s business existed during such period, acknowledging that the MGA Group is to be established pursuant to the implementation of the Structure Steps Plan), including: (a) any action taken at the acquisition of shares or any other interest in any person by Pine Walk Capital Limited where the business of such person is underwriting (re)insurance as a managing general agent on behalf written request of the Balance Sheet Business, pursuant to delegated authority granted by one Purchaser or more FIHL subsidiarieswith its prior written approval; (b) the creation, allotment, issue or transfer by any shareholder (other than an MGA Group Company) to another shareholder of, or the grant of any option over or other right to subscribe for or purchase, or redeem, buy back, sub-divide, consolidate, re-denominate, convert, reduce, cancel, restrict or alter the rights attaching to, any share or loan capital or securities or securities convertible into any of the foregoing of Pine Walk Capital Limited, or its cells or subsidiaries pursuant to any employee share scheme in place in connection therewith or otherwise; (c) the declaration, authorisation, making or the paying of any dividends (in cash or in specie) or other distribution of a similar nature or taxed in the same way as a dividend by Pine Walk Capital Limited or any of the cells and/or the subsidiaries of Pine Walk Capital Limited; and (d) the commencement of any litigation or arbitration proceedings or the compromise, cessation or settlement of any litigation or arbitration proceedings or any action, demand or dispute or waiver of a right in relation to any litigation or arbitration proceedings in connection with the handling of (re)insurance claims by Pine Walk Capital Limited or the cells and/or the subsidiaries of Pine Walk Capital Limited; 2.2.4 Pine Walk Europe establishing a permanent UK branch and acquiring a permanent Regulatory Authorisation; 2.2.5 the implementation of any transaction or the taking of any action required, contemplated, permitted or provided for by taken in accordance within any Transaction Document; 2.2.6 any matter required in order to comply with any law, court order or regulation (including: (i) the requirements of any Regulatory Authority or Regulatory Authorisation; and (ii) any action of any director of an MGA Group Company that such director believes is reasonably required in order to comply with his statutory or fiduciary directors’ duties) or published policy of the MGA Group being undertaken by any MGA Group Company; 2.2.7 any matter reasonably undertaken by any MGA Group Company immediately following an emergency or disaster or other serious incident or circumstance with the intention of minimising any adverse effect on the MGA Group (and of which the Investors’ Representative will be promptly notified); 2.2.8 the completion or performance of any obligation undertaken pursuant to any legally binding contract or arrangement entered into by any MGA Group Company prior to the date of this Agreement, details of which have been Disclosed in the Data Room; 2.2.9 (c) any increase act or conduct which a Management Seller or Institutional Director is required to take, or omit to take, in emoluments order to comply with his fiduciary duties in his capacity as a director of any category of employees of any MGA Group Company where such increase is made in accordance with the normal practice of the relevant employing MGA a Group Company; 2.2.10 (d) any payment being made by act or conduct which any MGA Seller or Group Company is required to take, or omit to take, as a result of, or in order to comply with, any applicable law or regulation of any applicable Government Authority; (e) the Deferral Process; (f) the Reserved Share Allocation (including the making of loans to the Management Sellers for the purpose of implementing the Reserved Share Allocation); (g) the entering into new leases in respect of the properties numbered 1 and 3 in Schedule 5 to the Management Warranty Deed; (h) any action taken that is (i) materially consistent with the Business Plan, provided that the aggregate capital expenditure budget set out therein is not exceeded or (ii) specifically provided for in the Business Plan; (i) changing the accounting reference date of any of the Group Companies incorporated in Australia to bring them into line with the accounting reference date of the other Group Companies; (j) the entering into of any co-manufacturing agreements in the ordinary course; (k) replacing the insurance policies of any Group Company with under another insurance policy maintained by the Group where the level of coverage is no less comprehensive; (l) the Company negotiating, finalising or otherwise taking action in respect of the advanced thin capitalisation agreement (ATCA) currently being negotiated between the Company and HM Revenue & Customs, provided that the Sellers shall consult with the Purchaser in good faith in relation to those matters; or (m) any matter expressly contemplated or provided for in this Agreement or another Transaction Document. 5.5 Not less than three Business Days prior to Completion, the Institutional Seller shall provide the Purchaser with: (a) a draft of the Final Master Allocation Schedule; (b) a good faith estimate of the Internal Debt Repayment Amount; (c) a good faith estimate of the External Debt Repayment Amount; (d) a good faith estimate of the outstanding Manager Loans and Investor Loan; and (e) a good faith estimate of the Sellers’ Transaction Expenses Amount. (a) Each Management Seller who is a beneficiary of the Reserved Share Allocation shall pay, or procure the payment of, any stamp duty or stamp duty reserve tax or other Taxes (other than employer national insurance contributions or any equivalent tax in any other jurisdictions) in respect of the Reserved Share Allocation. (b) Xxxxxx Xxxxx agrees that he shall indemnify the Purchaser and any Group Company (on an after-tax basis) in respect of any Tax Taxes for which they are liable in respect of the ordinary March 2016 share allocation to him. (c) The Purchaser agrees that it will not make (and usual course of business in a manner consistent with past practice; 2.2.11 any matter being undertaken by any MGA will procure that no Group Company at makes) any voluntary disclosure to any tax authority in relation to the written request, matters referred to in clause 5.6(b) unless (i) such disclosure is required by law or with (ii) the prior written consent, making of the Investors’ Representative such disclosure is agreed in writing by Xxxxxx Xxxxx (such consent agreement not to be unduly withheld, conditioned unreasonably withheld or delayed); 2.2.12 any investment in A Ordinary Shares of Topco on substantially the same terms as the Subscription Agreements up to an aggregate subscription amount of $[******] by any person reasonably satisfactory to the Investors’ Representative and the Management Seller Representative; and 2.2.13 any incurrence of any liability by an MGA Group Company in connection with the facilities referred to in the Debt Commitment Letter (including any liability to FIHL if FIHL makes any payments on behalf of any MGA Group Company in connection with such facilities). 2.3 If FIHL requests (d) In the approval of event that either a voluntary disclosure is made under 5.6(c) or any tax authority takes any action or raises any assessment which may give rise to a liability under the Investors’ Representative pursuant to Clause 2.1 or otherwise under this Agreementindemnity in clause 5.6(b), the Investors’ Representative Purchaser shall respond consult with Xxxxxx Xxxxx in good faith in relation to such disclosure, action or assessment and shall (at Xxxxxx Xxxxx’x cost) take such action as Xxxxxx Xxxxx may reasonably request as soon as reasonably practicable and in any event within five Business Days after such request is made. Failure of the Investors’ Representative to respond within that period shall be deemed to be an approval to proceed with the relevant act, matter or course of conduct which is the subject of the request. In no circumstances is this Clause 2 intended to allow any Investor the ability to control the Group or the MGA Group. 2.4 At or prior to Completion, each of the Parties shall implement, or procure the implementation of, in each case to the extent within their power, each of the Structure Steps in accordance with the terms and conditions of the Final Structure Steps Documents and each such Structure Step shall be implemented in the order set out in the Structure Steps Plan (the “Reorganisation”). 2.5 FIHL shall use its reasonable best efforts to procure that the Final Structure Step Documents are drafted (including, without limitation, by proposing commissioning a tax valuation of the shares where relevant and, if relevant, seeking to agree such customary provisions that are consistent valuation with generally accepted market practicethe relevant tax authority) by no later than Completion, provided that no Final Structure Step Document may be entered into if it would to seek to mitigate or would reasonably be expected to, eliminate Xxxxxx Xxxxx’x liability under the indemnity in comparison to the position agreed in the Structure Steps Plan, negatively impact clause 5.6(b). 5.7 The Sellers shall promptly (and in any material way, directly or indirectly, any Investor or the MGA Group (an “Adverse Change”), without the prior written consent of the Investors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided that, (i) if no reply is given event within two ten Business Days of the relevant Final Structure Step Document being provided date of this Agreement) file a notification pursuant to each Investor section 19 of the German Real Estate Transfer Tax Act (or each Investor’s counsel)Grunderwerbsteuergesetz) (the “German Real Estate Filing”) in valid form with the competent Tax Authority. 5.8 On and from the date of this Agreement, the Investors’ Representative shall be deemed Sellers undertake in their capacity as shareholders, directors, officers or employees in or of the Company or any member of the Group (as applicable) to the Purchaser to use all reasonable endeavours to: (a) deliver to the Purchaser the audited historical financial statements of the Company as of and for the three year period ended March 31, 2016, prepared in accordance with IFRS as issued by the IASB and in accordance with Regulation S-X and Rule 3-05 promulgated thereunder and an opinion on such historical audited financial statements of KPMG LLP, the Company’s independent outside auditor; (b) obtain: (i) written confirmation from Costa Limited (in a form satisfactory to the Purchaser) that the assignment of intellectual property rights in the purchasing contract between TPCL and Costa Limited dated 1 March 2013 only applies to the extent the deliverables have approved such Final Structure Step Documentbeen created specifically for Costa Limited and accordingly that the assignment of intellectual property rights clause does not apply to the products currently being supplied TPCL; and (ii) if a reply is given by the Investors’ Representative (or the Investors’ counsel) describing a change written consent to the position agreed Transaction from the relevant lessor (in a form satisfactory to the Purchaser) under the following leases: (A) rental agreement between Lecce Nominees Pty Ltd (as lessor) and Yarra Valley Snack Foods Pty Limited (as lessee) dated 1 October 2013 in respect of the premises located at 00 Xxxxxxxxxx Xxxx Xxxxx, Xxxxxxxx, 0000; and (B) rental agreement between Dasma Recycling Pty Ltd (as lessor) and Yarra Valley Snack Foods Pty Limited (as lessee) dated 15 January 2013 in respect of the premises located at 00 Xxxx Xxxxx Xxxxxxxx, 0000. 5.9 Each of the Sellers shall procure that in the Structure Steps Plan which the Investors’ Representative believes in good faith could be an Adverse Change, then FIHL, the relevant Parties and the Investors shall cooperate in good faith using reasonable best efforts on a prompt basis to revise such Final Structure Step Documents such that it does not constitute an Adverse Change and allowing their implementation before the Long Stop Date; (iii) the impact of any change in tax law arising on or after period between the date of this Agreement shall be excluded and Completion the Group conducts all export transactions in any such determination accordance with applicable provisions of the United States export control laws and regulations, including the Export Administration Regulations and the regulations administered by the Office of Foreign Assets Control of the U.S. Treasury Department, and the export control laws and regulations of any Adverse Change; and (iv) if an Adverse Change could disproportionately negatively impact any Investor in any material way, relative to the other Investors, such Investor shall also have the same rights as the Investors’ Representative set forth in this Clause 2.5 mutatis mutandisapplicable jurisdiction. 2.6 Each of the Parties shall, and 5.10 The Purchaser shall use its all reasonable endeavours to procure that Amplify award to each of Xxxxxx Xxxxx and Xxxxxx Xxxxx at Completion the number of restricted stock units set out in their respective Related Persons and their Related Persons’ respective representatives shall, in each case to the extent within their power: 2.6.1 exercise all rights and privileges and perform all duties and obligations, whether as a security holder or otherwise, including by attending or voting at meetings of any security holders, executing consents to short notice in respect of any such meetings, and receiving, approving or executing any written resolution circulated to any security holder, in each case necessary or desirable to approve the Reorganisation; and 2.6.2 not enter into any agreement or arrangement which may impede or frustrate the ReorganisationRSU Term Sheet. 2.7 Subject to Clause 4.7, at or prior to Completion, FIHL shall, and shall procure that the relevant members of the Group to, enter into, adopt or otherwise implement the Binder Agreements.

PRE-COMPLETION UNDERTAKINGS. Conduct Save as otherwise contemplated in this Agreement, the Seller hereby covenants and undertakes with the Purchaser that they shall procure that, upon the execution of this Agreement and prior to Completion, the business before Completionof the Group shall continue to be operated in the ordinary course of day-to-day operations. In particular, the Seller shall procure that except as provided in this Agreement, the Group shall not, and shall procure that the Group shall not, save with the prior written consent of the Purchaser, do any of the following matters:- 2.1 Subject (A) issue or agree to Clause 2.2issue whether directly or indirectly any Shares or loan capital or grant or agree to grant or redeem any option or amend the terms of any existing option over or right to acquire or subscribe any of its Shares or loan capital; (B) enter into any material contract or other material transaction or capital commitment or undertake any material contingent liability which exceeds a monetary value of US$100,000 individually or US$200,000 in aggregate or by reason of its size, FIHL shall use its reasonable best efforts to procureterm or other factor could materially adversely affect the business of the Group, to other than in the extent such matter is within its power and control ordinary course of business; (whether by exercising its right as a holder of shares in any MGA Group Company or pursuant to C) terminate any agreement, arrangement or understanding to which it is a party) that, between the date or waive any right exceeding value of this Agreement and Completion, no MGA Group Company will without the prior written approval of the Investors’ Representative (such approval not to be unreasonably withheld, conditioned or delayed) undertake any of the acts or matters listed in Schedule 3. 2.2 Clause 2.1 shall not operate so as to restrict or prevent: 2.2.1 entering into the Binder Agreements, including any matter permitted under the terms of the Binder Agreements; 2.2.2 subject always to Clause 2.5, the implementation of any transaction or the taking of any action permitted or provided for or contemplated by the Structure Steps Plan or any Final Structure Steps Document, including any negotiation of the purchase of the non-controlling interests in Pine Walk Capital Limited as contemplated at Structure Steps 4 and 20; 2.2.3 any matters that do not involve the negotiation, entering into, termination and/or other material variation or amendment of a Material Contract and that are in the ordinary course of business for Pine Walk Capital Limited and its cells and/or its subsidiaries and are conducted in a manner consistent with the running of the business of such entities in the prior twelve (12) months (to the extent that parts of the MGA Group’s business existed during such period, acknowledging that the MGA Group is to be established pursuant to the implementation of the Structure Steps Plan), including: (a) the acquisition of shares or any other interest in any person by Pine Walk Capital Limited where the business of such person is underwriting (re)insurance as a managing general agent on behalf of the Balance Sheet Business, pursuant to delegated authority granted by one or more FIHL subsidiariesUS$200,000; (bD) the creation, allotment, issue or transfer by declare any shareholder (other than an MGA Group Company) to another shareholder of, or the grant of any option over dividends or other right to subscribe for or purchase, or redeem, buy back, sub-divide, consolidate, re-denominate, convert, reduce, cancel, restrict or alter the rights attaching to, any share or loan capital or securities or securities convertible into any of the foregoing of Pine Walk Capital Limited, or its cells or subsidiaries pursuant to any employee share scheme in place in connection therewith or otherwisedistributions; (cE) repay any portion or all of the declarationamounts owed by any member of the Group to its shareholders; (F) create or permit to arise any mortgage, authorisationcharge, making lien, pledge, other form of security or encumbrance of equity of whatsoever nature, whether similar to the paying foregoing or not, on or in respect of any dividends (in cash part of its undertaking, property or in specie) or assets other distribution of a similar nature or taxed in the same way as a dividend by Pine Walk Capital Limited or any of the cells and/or the subsidiaries of Pine Walk Capital Limited; and (d) the commencement of any litigation or arbitration proceedings or the compromise, cessation or settlement of any litigation or arbitration proceedings or any action, demand or dispute or waiver of a right in relation to any litigation or arbitration proceedings in connection with the handling of (re)insurance claims by Pine Walk Capital Limited or the cells and/or the subsidiaries of Pine Walk Capital Limited; 2.2.4 Pine Walk Europe establishing a permanent UK branch and acquiring a permanent Regulatory Authorisation; 2.2.5 the implementation of any transaction or the taking of any action required, contemplated, permitted or provided for by any Transaction Document; 2.2.6 any matter required in order to comply with any law, court order or regulation (including: than (i) the requirements liens arising by operation of any Regulatory Authority or Regulatory Authorisationlaw in amounts which are not material; and (ii) any action mortgages, charges, liens, pledges or other form of any director of an MGA security given in relation to banking facilities made available to the Group Company that such director believes is reasonably required in order to comply with his statutory or fiduciary directors’ duties) or published policy the obligations of the MGA Group being undertaken by any MGA Group Company; 2.2.7 any matter reasonably undertaken by any MGA Group Company immediately following an emergency or disaster or other serious incident or circumstance with the intention of minimising any adverse effect on the MGA Group (and of which the Investors’ Representative will be promptly notified); 2.2.8 the completion or performance of any obligation undertaken pursuant to any contract or arrangement entered into by any MGA Group Company prior to the date of this Agreement; 2.2.9 any increase in emoluments of any category of employees of any MGA Group Company where such increase is made in accordance with the normal practice of the relevant employing MGA Group Company; 2.2.10 any payment being made by any MGA Group Company for or in respect of any Tax in the ordinary and usual course of business in a manner consistent with past practicetrading; 2.2.11 (G) give any matter being undertaken by any MGA Group Company at the written requestguarantee, indemnity, surety or with the prior written consentsecurity other than guarantees, of the Investors’ Representative (such consent not indemnity, surety or security given in relation to be unduly withheld, conditioned or delayed); 2.2.12 any investment in A Ordinary Shares of Topco on substantially the same terms as the Subscription Agreements up banking facilities made available to an aggregate subscription amount of $[******] by any person reasonably satisfactory to the Investors’ Representative and the Management Seller Representative; and 2.2.13 any incurrence of any liability by an MGA Group Company in connection with the facilities referred to in the Debt Commitment Letter (including any liability to FIHL if FIHL makes any payments on behalf of any MGA Group Company in connection with such facilities). 2.3 If FIHL requests the approval of the Investors’ Representative pursuant to Clause 2.1 or otherwise under this Agreement, the Investors’ Representative shall respond to such request as soon as reasonably practicable and in any event within five Business Days after such request is made. Failure of the Investors’ Representative to respond within that period shall be deemed to be an approval to proceed with the relevant act, matter or course of conduct which is the subject of the request. In no circumstances is this Clause 2 intended to allow any Investor the ability to control the Group or the MGA Group. 2.4 At or prior to Completion, each obligations of the Parties shall implementGroup in the ordinary and usual course of trading; (H) dispose or agree to dispose of any asset with an aggregate value in excess of US$200,000 except in the course of ordinary business; (I) dispose of the ownership, possession, custody or procure control of any corporate books or records; (J) other than in the implementation ofordinary and usual course of its business, compromise, settle, release, discharge or compound any material civil, criminal, arbitration or other proceedings or any material liability, debt, claim, action, demand or dispute or cancel or waive any right in each case relation to any of the foregoing with a value in excess of US$100,000 individually or US$200,000 in aggregate; (K) otherwise than in the ordinary course of its business, release, compromise or write off any material amount recorded in the books of account of any member of the Group as owing by any debtors of the Group with a value in excess of US$100,000 individually or US$200,000 in aggregate; (L) amend the memorandum and/or articles of association of every member of the Group; (M) take proceedings relating to the extent within their power, each dissolution or winding-up of any member of the Structure Steps Group; (N) any proposed change in accordance with the terms and conditions authorised or issued share capital of any member of the Final Structure Steps Documents and each such Structure Step shall be implemented Group or in any of the order set out in rights or restrictions attaching at the Structure Steps Plan (the “Reorganisation”). 2.5 FIHL shall use its reasonable best efforts to procure that the Final Structure Step Documents are drafted (including, without limitation, by proposing such customary provisions that are consistent with generally accepted market practice) by no later than Completion, provided that no Final Structure Step Document may be entered into if it would or would reasonably be expected to, in comparison date hereof to the position agreed in Sale Shares or any proposal concerning options, warrants or other rights to subscribe for the Structure Steps Plan, negatively impact Sale Shares or in any material way, directly or indirectly, manner vary the share capital of any Investor or the MGA Group (an “Adverse Change”), without the prior written consent member of the Investors’ Representative Group; (such consent not to be unreasonably withheld, conditioned or delayed); provided that, (iO) if no reply is given within two Business Days of the relevant Final Structure Step Document being provided to each Investor (or each Investor’s counsel), the Investors’ Representative shall be deemed to have approved such Final Structure Step Document; (ii) if a reply is given by the Investors’ Representative (or the Investors’ counsel) describing a change to the position agreed in the Structure Steps Plan which the Investors’ Representative believes in good faith could be an Adverse Change, then FIHL, the relevant Parties and the Investors shall cooperate in good faith using reasonable best efforts on a prompt basis to revise such Final Structure Step Documents such that it does not constitute an Adverse Change and allowing their implementation before the Long Stop Date; (iii) the impact of any change in tax law arising on or after the date of this Agreement shall be excluded in any such determination of any Adverse Change; and (iv) if an Adverse Change could disproportionately negatively impact any Investor in any material way, relative to the other Investors, such Investor shall also have the same rights as the Investors’ Representative set forth in this Clause 2.5 mutatis mutandis. 2.6 Each of the Parties shall, and shall procure that their respective Related Persons and their Related Persons’ respective representatives shall, in each case to the extent within their power: 2.6.1 exercise all rights and privileges and perform all duties and obligations, whether as a security holder or otherwise, including by attending or voting at meetings of any security holders, executing consents to short notice in respect of any such meetings, and receiving, approving or executing any written resolution circulated to any security holder, in each case necessary or desirable to approve the Reorganisation; and 2.6.2 not enter entering into any contract, agreement or arrangement which may impede with any director, shareholder or frustrate the Reorganisation. 2.7 Subject to Clause 4.7, at or prior to Completion, FIHL shall, and shall procure that the relevant members other officer of any member of the Group toor any person directly or indirectly connected with any such parties or any independent consultants retained by the Company; (P) the disposal, enter into, adopt sale or otherwise implement transfer of a substantial part of the Binder Agreementsbusiness or fixed or intangible assets of any member of the Group other than in the normal and ordinary course of business.

PRE-COMPLETION UNDERTAKINGS. Conduct 6.1 Subject to the terms and conditions of business before Completionthis Agreement, the Seller and the Purchaser shall use all reasonable endeavours to procure that Completion occurs and, without prejudice to the generality of the foregoing, shall use all reasonable endeavours to cooperate with each other on and after the date of this Agreement to consummate the transactions contemplated by this Agreement. 2.1 6.2 Subject to Clause 2.2, FIHL shall use its reasonable best efforts to procure, to the extent such matter is within its power and control (whether by exercising its right as a holder of shares in any MGA Group Company or pursuant to any agreement, arrangement or understanding to which it is a party) that6.4, between the date of this Agreement and CompletionCompletion (both dates inclusive) (the “Pre-Completion Period”), no MGA Group Company the Seller shall exercise all rights available to it: (A) to procure that the Business will without be carried on in the prior written approval ordinary course in the same manner as it was operated during the six (6) months preceding the date of this Agreement and shall use all reasonable endeavours to maintain its trade and trade connections; and (B) in particular to procure that each applicable member of the Investors’ Representative GSK Group: (such approval not i) uses all commercially reasonable endeavours: (a) to maintain and keep any Regulatory Permits and ensure that all filings and notifications required to be unreasonably withheldmade in respect of the same are made in accordance with past practice during the six (6) months preceding the date of this Agreement; and (b) to progress, conditioned in accordance with past practice during the six (6) months preceding the date of this Agreement, any applications, submissions, filings or delayedother correspondence initiated by such member of the GSK Group prior to the date of this Agreement relating to the grant of new NDAs, approvals, licences, permits, certificates, registrations, exemptions and/or authorisations in respect of the Business, unless (in either case) requested by the Purchaser or required by any applicable Governmental Entity to amend, cancel or surrender any such Regulatory Permits, applications, submissions or filings; (ii) continues to Commercialise the Products in accordance with past practice during the six (6) months preceding the date of this Agreement and, in particular, shall not materially accelerate or increase the quantity of Products distributed to the relevant distributors, except where such acceleration or increase results from an actual increase in the orders of the relevant Products by the relevant distributor without an unusual or increased level of solicitation by a member of the Seller's Group intended to result in seasonably adjusted inventory levels of Products materially in excess of normal levels; (iii) maintains the level of Business Inventory held for use in the Business in accordance with past practice during the six (6) months preceding the date of this Agreement; (iv) complies with the Quality Management System to ensure that the Products sold by the Business comply with the applicable requirements of GMP; (v) notifies the Purchaser in writing of any actual safety issue in respect of any Product (as soon as reasonably practicable after becoming aware of the same) which issue the relevant member of the GSK Group, acting reasonably and in good faith, considers material in the context of the Manufacture or Commercialisation of such Product; (vi) continues to support trade marketing, advertising and promotion in relation to the Business in accordance with the relevant Brand Activation Grid; (vii) pays all renewal and other official registry fees in relation to the Trade Marks included within the Business Intellectual Property and ensures that all filings and notifications required to be made in respect of the same are made in accordance with past practice during the twelve (12) months preceding the date of this Agreement, and progresses in accordance with past practice during the twelve (12) months preceding the date of this Agreement any applications or filings initiated by such member of the GSK Group prior to the date of this Agreement relating to the grant of new Trade Marks or the defence or the maintenance of Trade Marks included within the Business Intellectual Property; and (viii) notifies the Purchaser in writing as soon as reasonably practicable after becoming aware of any third party infringement of its Business Intellectual Property which has a material impact on the relevant Brand. 6.3 Subject to Clauses 6.2 and 6.4, during the Pre-Completion Period, the Seller shall exercise all rights available to it to procure that no member of the GSK Group will undertake any of the acts or matters listed in Schedule 3. 2.2 Clause 2.1 shall not operate so as to restrict or prevent: 2.2.1 entering into the Binder Agreements, including any matter permitted under the terms of the Binder Agreements; 2.2.2 subject always to Clause 2.5, the implementation of any transaction or the taking of any action permitted or provided for or contemplated by the Structure Steps Plan or any Final Structure Steps Document, including any negotiation of the purchase of the non-controlling interests in Pine Walk Capital Limited as contemplated at Structure Steps 4 and 20; 2.2.3 any matters that do not involve the negotiation, entering into, termination and/or other material variation or amendment of a Material Contract and that are in the ordinary course of business for Pine Walk Capital Limited and its cells and/or its subsidiaries and are conducted in a manner consistent with the running of the business of such entities in the prior twelve (12) months (to the extent that parts of the MGA Group’s business existed during such period, acknowledging that the MGA Group is to be established pursuant to the implementation of the Structure Steps Plan), including: (a) the acquisition of shares or any other interest in any person by Pine Walk Capital Limited where the business of such person is underwriting (re)insurance as a managing general agent on behalf of the Balance Sheet Business, pursuant to delegated authority granted by one or more FIHL subsidiaries; (b) the creation, allotment, issue or transfer by any shareholder (other than an MGA Group Company) to another shareholder of, or the grant of any option over or other right to subscribe for or purchase, or redeem, buy back, sub-divide, consolidate, re-denominate, convert, reduce, cancel, restrict or alter the rights attaching to, any share or loan capital or securities or securities convertible into any of the foregoing of Pine Walk Capital Limited, or its cells or subsidiaries pursuant to any employee share scheme in place in connection therewith or otherwise; (c) the declaration, authorisation, making or the paying of any dividends (in cash or in specie) or other distribution of a similar nature or taxed in the same way as a dividend by Pine Walk Capital Limited or any of the cells and/or the subsidiaries of Pine Walk Capital Limited; and (d) the commencement of any litigation or arbitration proceedings or the compromise, cessation or settlement of any litigation or arbitration proceedings or any action, demand or dispute or waiver of a right 3 in relation to any litigation or arbitration proceedings in connection with the handling of (re)insurance claims by Pine Walk Capital Limited or the cells and/or the subsidiaries of Pine Walk Capital Limited; 2.2.4 Pine Walk Europe establishing a permanent UK branch and acquiring a permanent Regulatory Authorisation; 2.2.5 the implementation of any transaction or the taking of any action required, contemplated, permitted or provided for by any Transaction Document; 2.2.6 any matter required in order to comply with any law, court order or regulation (including: (i) the requirements of any Regulatory Authority or Regulatory Authorisation; and (ii) any action of any director of an MGA Group Company that such director believes is reasonably required in order to comply with his statutory or fiduciary directors’ duties) or published policy of the MGA Group being undertaken by any MGA Group Company; 2.2.7 any matter reasonably undertaken by any MGA Group Company immediately following an emergency or disaster or other serious incident or circumstance with the intention of minimising any adverse effect on the MGA Group (and of which the Investors’ Representative will be promptly notified); 2.2.8 the completion or performance of any obligation undertaken pursuant to any contract or arrangement entered into by any MGA Group Company prior to the date of this Agreement; 2.2.9 any increase in emoluments of any category of employees of any MGA Group Company where such increase is made in accordance with the normal practice of the relevant employing MGA Group Company; 2.2.10 any payment being made by any MGA Group Company for or in respect of any Tax in the ordinary and usual course of business in a manner consistent with past practice; 2.2.11 any matter being undertaken by any MGA Group Company at the written request, or with the prior written consent, of the Investors’ Representative (such consent not to be unduly withheld, conditioned or delayed); 2.2.12 any investment in A Ordinary Shares of Topco on substantially the same terms as the Subscription Agreements up to an aggregate subscription amount of $[******] by any person reasonably satisfactory to the Investors’ Representative and the Management Seller Representative; and 2.2.13 any incurrence of any liability by an MGA Group Company in connection with the facilities referred to in the Debt Commitment Letter (including any liability to FIHL if FIHL makes any payments on behalf of any MGA Group Company in connection with such facilities). 2.3 If FIHL requests the approval of the Investors’ Representative pursuant to Clause 2.1 or otherwise under this Agreement, the Investors’ Representative shall respond to such request as soon as reasonably practicable and in any event within five Business Days after such request is made. Failure of the Investors’ Representative to respond within that period shall be deemed to be an approval to proceed with the relevant act, matter or course of conduct which is the subject of the request. In no circumstances is this Clause 2 intended to allow any Investor the ability to control the Group or the MGA Group. 2.4 At or prior to Completion, each of the Parties shall implement, or procure the implementation of, in each case to the extent within their power, each of the Structure Steps in accordance with the terms and conditions of the Final Structure Steps Documents and each such Structure Step shall be implemented in the order set out in the Structure Steps Plan (the “Reorganisation”). 2.5 FIHL shall use its reasonable best efforts to procure that the Final Structure Step Documents are drafted (including, without limitation, by proposing such customary provisions that are consistent with generally accepted market practice) by no later than Completion, provided that no Final Structure Step Document may be entered into if it would or would reasonably be expected to, in comparison to the position agreed in the Structure Steps Plan, negatively impact in any material way, directly or indirectly, any Investor or the MGA Group (an “Adverse Change”), without the prior written consent of the Investors’ Representative Purchaser (such consent not to be unreasonably withheld, conditioned withheld or delayed); provided that, (i) if no reply is given within two Business Days of the relevant Final Structure Step Document being provided to each Investor (or each Investor’s counsel), the Investors’ Representative shall be deemed to have approved such Final Structure Step Document; (ii) if a reply is given by the Investors’ Representative (or the Investors’ counsel) describing a change to the position agreed in the Structure Steps Plan which the Investors’ Representative believes in good faith could be an Adverse Change, then FIHL, the relevant Parties and the Investors shall cooperate in good faith using reasonable best efforts on a prompt basis to revise such Final Structure Step Documents such that it does not constitute an Adverse Change and allowing their implementation before the Long Stop Date; (iii) the impact of any change in tax law arising on or after the date of this Agreement shall be excluded in any such determination of any Adverse Change; and (iv) if an Adverse Change could disproportionately negatively impact any Investor in any material way, relative to the other Investors, such Investor shall also have the same rights as the Investors’ Representative set forth in this Clause 2.5 mutatis mutandis. 2.6 Each of the Parties shall, and shall procure that their respective Related Persons and their Related Persons’ respective representatives shall, in each case to the extent within their power: 2.6.1 exercise all rights and privileges and perform all duties and obligations, whether as a security holder or otherwise, including by attending or voting at meetings of any security holders, executing consents to short notice in respect of any such meetings, and receiving, approving or executing any written resolution circulated to any security holder, in each case necessary or desirable to approve the Reorganisation; and 2.6.2 not enter into any agreement or arrangement which may impede or frustrate the Reorganisation. 2.7 Subject to Clause 4.7, at or prior to Completion, FIHL shall, and shall procure that the relevant members of the Group to, enter into, adopt or otherwise implement the Binder Agreements.

PRE-COMPLETION UNDERTAKINGS. Conduct of business before Completion 2.1 Subject to Clause 2.2, FIHL shall use its reasonable best efforts to procure, to the extent such matter is within its power and control (whether by exercising its right as a holder of shares in any MGA Group Company or pursuant to any agreement, arrangement or understanding to which it is a party) that, between the date of this Agreement and 4.1 Pending Completion, no MGA Group Company will without the prior written approval each of the Investors’ Representative (such approval not to be unreasonably withheld, conditioned or delayed) undertake any of Vendor and the acts or matters listed in Schedule 3. 2.2 Clause 2.1 Warrantor shall not operate so as to restrict or prevent: 2.2.1 entering into the Binder Agreements, including any matter permitted under the terms of the Binder Agreements; 2.2.2 subject always to Clause 2.5, the implementation of any transaction or the taking of any action permitted or provided for or contemplated by the Structure Steps Plan or any Final Structure Steps Document, including any negotiation of the purchase of the non-controlling interests in Pine Walk Capital Limited as contemplated at Structure Steps 4 and 20; 2.2.3 any matters that do not involve the negotiation, entering into, termination and/or other material variation or amendment of a Material Contract and that are in the ordinary course of business for Pine Walk Capital Limited and its cells and/or its subsidiaries and are conducted in a manner consistent with the running of the business of such entities in the prior twelve (12) months (to the extent that parts of the MGA Group’s business existed during such period, acknowledging that the MGA Group is to be established pursuant to the implementation of the Structure Steps Plan), includingensure that: (a) the acquisition of shares or any other interest in any person by Pine Walk Capital Limited where the business of such person is underwriting (re)insurance as a managing general agent on behalf each member of the Balance Sheet Business, pursuant Target Companies Group shall carry on its business in the ordinary and usual course and shall not make (or agree to delegated authority granted by one or more FIHL subsidiariesmake) any payment other than routine payments in the ordinary and usual course of trading; (b) the creation, allotment, issue or transfer by any shareholder (other than an MGA Group Company) to another shareholder of, or the grant of any option over or other right to subscribe for or purchase, or redeem, buy back, sub-divide, consolidate, re-denominate, convert, reduce, cancel, restrict or alter the rights attaching to, any share or loan capital or securities or securities convertible into any each member of the foregoing of Pine Walk Capital Limited, or Target Companies Group shall take all reasonable steps to preserve and protect its cells or subsidiaries pursuant to any employee share scheme in place in connection therewith or otherwiseassets; (c) the declarationPurchaser's representatives shall be allowed, authorisationupon reasonable notice and during normal business hours, making access to the books and records of each member of the Target Companies Group (including, without limitation, all statutory books, minute books, leases, contracts, supplier lists and customer lists) together with the right to take copies; (d) no member of the Target Companies Group shall do, allow or procure any act or omission which would constitute or give rise to a breach of any Warranty if the Warranties were to be repeated on or at any time before Completion by reference to the facts and circumstances then existing; (e) prompt disclosure is made to the Purchaser of all relevant information which comes to the notice of the Vendor or the paying Warrantor in relation to any fact or matter (whether existing on or before the date of this Agreement or arising afterwards) which may constitute a breach of any dividends Warranty if the Warranties were to be repeated on or at any time before Completion by reference to the facts and circumstances then existing; (in cash or in specief) no dividend or other distribution shall be declared, paid or made by any member of a similar nature the Target Companies Group; (g) no share capital shall be allotted or taxed issued or agreed to be allotted or issued by any member of the Target Companies Group; (h) all transactions between each member of the Target Companies Group and each Vendor Group Company shall be on arm's length commercial terms and in their respective ordinary and usual course of business; (i) otherwise than in the same way as a dividend ordinary course of business, the amount of any Indebtedness owed by Pine Walk Capital Limited or any each member of the cells and/or Target Companies Group or existing as at the subsidiaries date of Pine Walk Capital Limitedthis Agreement shall not be increased or extended and no new Indebtedness shall be entered into or assumed by any such company; and (dj) no action is taken by any member of the commencement Target Companies Group or any Vendor Group Company which is inconsistent with the provisions of any litigation or arbitration proceedings this Agreement or the compromiseconsummation of the transactions contemplated by this Agreement. 4.2 Pending Completion, cessation or settlement each of any litigation or arbitration proceedings or any action, demand or dispute or waiver of a right the Vendor and the Warrantor shall ensure that the Target Companies Group consults fully with the Purchaser in relation to any litigation or arbitration proceedings in connection with matters which may have a material effect upon the handling of (re)insurance claims by Pine Walk Capital Limited or Target Companies Group. Without the cells and/or the subsidiaries of Pine Walk Capital Limited; 2.2.4 Pine Walk Europe establishing a permanent UK branch and acquiring a permanent Regulatory Authorisation; 2.2.5 the implementation of any transaction or the taking of any action required, contemplated, permitted or provided for by any Transaction Document; 2.2.6 any matter required in order to comply with any law, court order or regulation (including: (i) the requirements of any Regulatory Authority or Regulatory Authorisation; and (ii) any action of any director of an MGA Group Company that such director believes is reasonably required in order to comply with his statutory or fiduciary directors’ duties) or published policy prior written consent of the MGA Purchaser, the Target Companies Group being undertaken by any MGA shall not, and each of the Vendor and the Warrantor shall ensure that the Target Companies Group Company;does not: 2.2.7 any matter reasonably undertaken by any MGA Group Company immediately following an emergency or disaster or other serious incident or circumstance with the intention of minimising any adverse effect on the MGA Group (and of which the Investors’ Representative will be promptly notified); 2.2.8 the completion or performance of any obligation undertaken pursuant to a) enter into any contract or arrangement entered into by commitment (or make a bid or offer which may lead to a contract or commitment) having a material value or involving material expenditure or which is of a long term or unusual nature or which could involve an obligation of a material nature or which may result in any MGA Group Company prior to material change in the date nature or scope of this Agreementthe operations of such member of the Target Companies Group; 2.2.9 (b) agree to any increase in emoluments variation or termination of any category of employees of any MGA Group Company where such increase is made in accordance with the normal practice existing contract to which that member of the relevant employing MGA Target Companies Group Companyis a party and which may have a material effect upon the nature or scope of the operations of such member of the Target Companies Group; 2.2.10 any payment being made by any MGA Group Company for or in respect of any Tax (c) (whether in the ordinary and usual course of business in a manner consistent with past practice; 2.2.11 any matter being undertaken by any MGA Group Company at the written requestor otherwise) acquire or dispose of, or with the prior written consent, of the Investors’ Representative (such consent not agree to be unduly withheld, conditioned acquire or delayed); 2.2.12 any investment in A Ordinary Shares of Topco on substantially the same terms as the Subscription Agreements up to an aggregate subscription amount of $[******] by any person reasonably satisfactory to the Investors’ Representative and the Management Seller Representative; and 2.2.13 any incurrence of any liability by an MGA Group Company in connection with the facilities referred to in the Debt Commitment Letter (including any liability to FIHL if FIHL makes any payments on behalf of any MGA Group Company in connection with such facilities). 2.3 If FIHL requests the approval of the Investors’ Representative pursuant to Clause 2.1 or otherwise under this Agreement, the Investors’ Representative shall respond to such request as soon as reasonably practicable and in any event within five Business Days after such request is made. Failure of the Investors’ Representative to respond within that period shall be deemed to be an approval to proceed with the relevant act, matter or course of conduct which is the subject of the request. In no circumstances is this Clause 2 intended to allow any Investor the ability to control the Group or the MGA Group. 2.4 At or prior to Completion, each of the Parties shall implement, or procure the implementation dispose of, in each case to the extent within their power, each of the Structure Steps in accordance with the terms and conditions of the Final Structure Steps Documents and each such Structure Step shall be implemented in the order set out in the Structure Steps Plan (the “Reorganisation”). 2.5 FIHL shall use its reasonable best efforts to procure that the Final Structure Step Documents are drafted (including, without limitation, by proposing such customary provisions that are consistent with generally accepted market practice) by no later than Completion, provided that no Final Structure Step Document may be entered into if it would or would reasonably be expected to, in comparison to the position agreed in the Structure Steps Plan, negatively impact in any material way, directly business or indirectly, any Investor or the MGA Group (an “Adverse Change”), without the prior written consent of the Investors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided that, (i) if no reply is given within two Business Days of the relevant Final Structure Step Document being provided to each Investor (or each Investor’s counsel), the Investors’ Representative shall be deemed to have approved such Final Structure Step Document; (ii) if a reply is given by the Investors’ Representative (or the Investors’ counsel) describing a change to the position agreed in the Structure Steps Plan which the Investors’ Representative believes in good faith could be an Adverse Change, then FIHL, the relevant Parties and the Investors shall cooperate in good faith using reasonable best efforts on a prompt basis to revise such Final Structure Step Documents such that it does not constitute an Adverse Change and allowing their implementation before the Long Stop Date; (iii) the impact of any change in tax law arising on or after the date of this Agreement shall be excluded in any such determination of any Adverse Change; and (iv) if an Adverse Change could disproportionately negatively impact any Investor in any material way, relative to the other Investors, such Investor shall also have the same rights as the Investors’ Representative set forth in this Clause 2.5 mutatis mutandis.asset; or 2.6 Each of the Parties shall, and shall procure that their respective Related Persons and their Related Persons’ respective representatives shall, in each case to the extent within their power: 2.6.1 exercise all rights and privileges and perform all duties and obligations, whether as a security holder or otherwise, including by attending or voting at meetings of any security holders, executing consents to short notice in respect of any such meetings, and receiving, approving or executing any written resolution circulated to any security holder, in each case necessary or desirable to approve the Reorganisation; and 2.6.2 not (d) enter into any agreement agreement, contract, arrangement or arrangement which may impede transaction (whether or frustrate not legally binding) other than in the Reorganisationordinary and usual course of business. 2.7 Subject to Clause 4.7, at or prior to Completion, FIHL shall, and shall procure that the relevant members of the Group to, enter into, adopt or otherwise implement the Binder Agreements.

PRE-COMPLETION UNDERTAKINGS. Conduct of business before Completion 2.1 Subject to Clause 2.2, FIHL shall use its reasonable best efforts to procure, to 7.1 Between the extent such matter is within its power and control (whether by exercising its right as a holder of shares in any MGA Group Company or pursuant to any agreement, arrangement or understanding to which it is a party) that, between the date execution of this Agreement and Completion, no MGA Group Company will the Completion Date: 7.1.1 the Institutional Seller and each Senior Management Seller severally agrees that it shall not (where applicable) without the prior written approval of the Investors’ Representative (such approval not Buyer exercise any voting rights over the Securities held by it to be unreasonably withheld, conditioned or delayed) undertake approve any of the acts numbered matters specified in Schedule 3 save to the extent that such action is Permitted Leakage or matters listed is expressly provided for in the Transaction Documents; and 7.1.2 each Senior Management Seller severally undertakes to the Buyer that he shall, in each case to the extent that he is reasonably able and legally permitted or entitled to do so by exercising his rights as a shareholder, director (after taking into account any applicable fiduciary duties) and/or employee (as applicable): (i) in each case save to the extent that such action is Permitted Leakage or is expressly provided for in the Transaction Documents, procure that each of the Group Companies does not take or agree to take any of the numbered actions specified in Schedule 3; and (ii) procure that each of the Group Companies will carry on its business in the usual and ordinary course of business; and 7.1.3 the Institutional Seller undertakes to the Buyer that it will not exercise its voting rights as a shareholder, or if requested give any consent under any investment or shareholder agreement affecting the Company, to approve any of the matters specified in Schedule 3 save to the extent that such action is Permitted Leakage or is expressly provided for in the Transaction Documents. 2.2 7.2 Clause 2.1 7.1 does not apply in respect of and shall not operate so as to restrict or prevent: 2.2.1 entering into the Binder Agreements, including any matter permitted under the terms of the Binder Agreements; 2.2.2 subject always to Clause 2.5, the implementation of any transaction or the taking of any action permitted or provided for or contemplated by the Structure Steps Plan or any Final Structure Steps Document, including any negotiation of the purchase of the non-controlling interests in Pine Walk Capital Limited as contemplated at Structure Steps 4 and 20; 2.2.3 any matters that do not involve the negotiation, entering into, termination and/or other material variation or amendment of a Material Contract and that are in the ordinary course of business for Pine Walk Capital Limited and its cells and/or its subsidiaries and are conducted in a manner consistent with the running of the business of such entities in the prior twelve (12) months (to the extent that parts of the MGA Group’s business existed during such period, acknowledging that the MGA Group is to be established pursuant to the implementation of the Structure Steps Plan), including: (a) the acquisition of shares or any other interest in any person by Pine Walk Capital Limited where the business of such person is underwriting (re)insurance as a managing general agent on behalf of the Balance Sheet Business, pursuant to delegated authority granted by one or more FIHL subsidiaries; (b) the creation, allotment, issue or transfer by any shareholder (other than an MGA Group Company) to another shareholder of, or the grant of any option over or other right to subscribe for or purchase, or redeem, buy back, sub-divide, consolidate, re-denominate, convert, reduce, cancel, restrict or alter the rights attaching to, any share or loan capital or securities or securities convertible into any of the foregoing of Pine Walk Capital Limited, or its cells or subsidiaries pursuant to any employee share scheme in place in connection therewith or otherwise; (c) the declaration, authorisation, making or the paying of any dividends (in cash or in specie) or other distribution of a similar nature or taxed in the same way as a dividend by Pine Walk Capital Limited or any of the cells and/or the subsidiaries of Pine Walk Capital Limited; and (d) the commencement of any litigation or arbitration proceedings or the compromise, cessation or settlement of any litigation or arbitration proceedings or any action, demand or dispute or waiver of a right in relation to any litigation or arbitration proceedings in connection with the handling of (re)insurance claims by Pine Walk Capital Limited or the cells and/or the subsidiaries of Pine Walk Capital Limited; 2.2.4 Pine Walk Europe establishing a permanent UK branch and acquiring a permanent Regulatory Authorisation; 2.2.5 the implementation of any transaction or the taking of any action required, contemplated, permitted or provided for by any Transaction Document; 2.2.6 any matter required in order to comply with any law, court order or regulation (including: (i) the requirements of any Regulatory Authority or Regulatory Authorisation; and (ii) any action of any director of an MGA Group Company that such director believes is reasonably required in order to comply with his statutory or fiduciary directors’ duties) or published policy of the MGA Group being undertaken by any MGA Group Company; 2.2.7 any matter reasonably undertaken by any MGA Group Company immediately following an emergency or disaster or other serious incident or circumstance with the intention of minimising any adverse effect on the MGA Group (and of which the Investors’ Representative will be promptly notified); 2.2.8 7.2.1 the completion or performance of actions which are necessary to discharge any obligation obligations undertaken pursuant to any contract legal or arrangement entered into by regulatory obligation in accordance with and pursuant to any MGA Group Company contract, arrangement, licence or consent in the form disclosed in the Data Room prior to the date of this Agreement; 2.2.9 Agreement and entered into by or relating to any increase in emoluments of any category of employees of any MGA Group Company where such increase is made in accordance with the normal practice member of the relevant employing MGA Group Company; 2.2.10 any payment being made by any MGA Group Company for or in respect of any Tax in the usual and ordinary and usual course of business prior to the date of this Agreement (or, in the case of a manner consistent with past practice;licence or consent, issued or granted); 004600-0228-14943-Active.18252126.10 2.2.11 7.2.2 any matter being action undertaken by any MGA Group Company or omitted at the written request, request or with the prior written consent, consent of the Investors’ Representative Buyer (and for this purpose, the written consent of or consent by email from either of Xxxx Xxxxx or Xxxxxx Xxxxxx shall constitute consent of the Buyer); 7.2.3 any action set out in Annex 7 to the Business Warranties Disclosure Exhibit; 7.2.4 any matter provided for or action required to give effect to this Agreement, any Transaction Document or the Transaction; or 7.2.5 any action required by Law. 7.3 Between the execution of this Agreement and Completion, the Senior Management Sellers shall: 7.3.1 provide the Buyer on a monthly basis with copies of the consolidated management accounts of Rhiag Bondco S.p.A., no later than three Business Days following the date on which they become available, in a format approved by legal counsel; and 7.3.2 upon the reasonable request of the Buyer, arrange for senior members of the management team of the Company to meet the Buyer or any person authorised by the Buyer, provided that the Buyer gives notice of no less than five Business Days of any meeting request (such consent notice not to be unduly withheldgiven prior to 15 days after the date of this Agreement). Such meetings shall take place no more than once per month and the Buyer shall not otherwise interfere with the ordinary operations of the business of the Group Companies. Such meetings will have an agenda approved by legal counsel for the Senior Management Sellers and for the Buyer and circulated to participants at least two Business Days in advance and minutes will be taken during such meetings, conditioned or delayed);provided that the Guarantor agrees that it and its Subsidiaries shall not trade in the Group’s publicly traded bonds. 2.2.12 any investment in A Ordinary Shares of Topco on substantially 7.4 The Institutional Seller shall consult with the same terms as the Subscription Agreements up to an aggregate subscription amount of $[******] by any person reasonably satisfactory to the InvestorsSenior Management Sellers’ Representative and the Management Seller Representative; and 2.2.13 any incurrence of any liability by an MGA Group Company in connection with the facilities referred to preparation of the final Approved Company Adviser Fee Schedule and the final Approved Shareholder Adviser Fee Schedule and shall provide the Senior Management Sellers’ Representative with final versions before they are delivered under Clauses 7.5 and 7.6. If the total aggregate level of fees in the Debt Commitment Letter (including any liability final Approved Company Adviser Fee Schedule and the final Approved Shareholder Adviser Fee Schedule, taken together, exceeds the total aggregate level of fees shown in the estimate of Approved Company Adviser Fee Schedule and the estimate of Approved Shareholder Adviser Fee Schedule, taken together, circulated to FIHL if FIHL makes any payments on behalf the Senior Management Sellers’ legal adviser in advance of any MGA Group Company in connection with such facilities). 2.3 If FIHL requests the approval execution of the Investors’ Representative pursuant to Clause 2.1 or otherwise under this Agreement, the Investors’ Representative shall respond to such request as soon as reasonably practicable Agreement and in any event within five Business Days after such request is made. Failure of the Investors’ Representative to respond within that period shall be deemed to be an approval to proceed with the relevant act, matter or course of conduct which is the subject of the request. In no circumstances is this Clause 2 intended to allow any Investor the ability to control the Group or the MGA Group. 2.4 At or prior to Completion, each of the Parties shall implement, or procure the implementation of, in each case to the extent within their power, each of the Structure Steps in accordance with the terms including all VAT and conditions of the Final Structure Steps Documents similar taxes and each such Structure Step shall be implemented in the order set out in the Structure Steps Plan (the “Reorganisation”). 2.5 FIHL shall use its reasonable best efforts to procure that the Final Structure Step Documents are drafted (including, without limitationdisbursements, by proposing such customary provisions that are consistent with generally accepted market practice) by no later more than Completion10%, provided that no Final Structure Step Document may be entered into if it would or would reasonably be expected to, in comparison to the position agreed in final Approved Company Adviser Fee Schedule and the Structure Steps Plan, negatively impact in any material way, directly or indirectly, any Investor or final Approved Shareholder Adviser Fee Schedule shall require the MGA Group (an “Adverse Change”), without the prior written consent of the InvestorsSenior Management Sellers’ Representative (such consent not to be unreasonably withheld, conditioned delayed or delayedmade subject to conditions); provided that, (i) if no reply . If the Senior Management Sellers’ Representative is given within two Business Days of the relevant Final Structure Step Document being provided entitled to each Investor (or each Investor’s counsel)withhold consent and does so, the Investorsfinal Approved Company Adviser Fee Schedule and the final Approved Shareholder Adviser Fee Schedule shall be adjusted so that the total aggregate increase over the estimates is 10%. 7.5 The Institutional Seller shall deliver to the Buyer and the Senior Management Sellers’ Representative the Approved Company Adviser Fee Schedule no later than 11:00 a.m. on the fifth Business Day immediately preceding the Completion Date. 7.6 The Institutional Seller shall be deemed deliver to have approved such Final Structure Step Document; (ii) if a reply is given by the InvestorsBuyer and the Senior Management Sellers’ Representative (or the Investors’ counsel) describing a change to Approved Shareholder Adviser Fee Schedule no later than 11:00 a.m. on the position agreed in fifth Business Day immediately preceding the Structure Steps Plan which the Investors’ Representative believes in good faith could be an Adverse Change, then FIHL, the relevant Parties and the Investors shall cooperate in good faith using reasonable best efforts on a prompt basis to revise such Final Structure Step Documents such that it does not constitute an Adverse Change and allowing their implementation before the Long Stop Completion Date; (iii) the impact of any change in tax law arising on or after . 7.7 Between the date of this Agreement shall be excluded in any such determination of any Adverse Change; and (iv) if an Adverse Change could disproportionately negatively impact any Investor in any material way, relative to the other Investors, such Investor shall also have Completion Date: 004600-0228-14943-Active.18252126.10 7.7.1 the same rights as the Investors’ Representative set forth in this Clause 2.5 mutatis mutandis. 2.6 Each of the Parties Sellers undertake that they shall, and shall procure that their respective Related Persons each relevant Group Company shall serve the Facility Agent with a prepayment and their Related Persons’ respective representatives shall, cancellation notice in each case to accordance with the extent within their power: 2.6.1 exercise all rights and privileges and perform all duties and obligations, whether as a security holder or otherwise, including by attending or voting at meetings terms of any security holders, executing consents to short notice the Revolving Credit Facility Agreement in respect of any such meetings, and receiving, approving or executing any written resolution circulated to any security holder, in each case necessary or desirable to approve the Reorganisationprepayment and/or cancellation on the Completion Date of the External Financing provided under the Revolving Credit Facility Agreement; and 2.6.2 7.7.2 if requested by the Buyer, the Sellers shall procure that Rhino Bondco S.p.A. furnishes an officer’s certificate meeting the requirements of Section 3.01 of the Senior Notes Indenture to the Trustee together with a notice to noteholders in respect of the redemption of some or all the outstanding notes under the Senior Notes Indenture on the Completion Date provided that Rhino Bondco S.p.A. shall not enter into be required to furnish any agreement such certificate or arrangement which may impede notices less than 10 days or frustrate more than 60 days before the Reorganisationexpected date for Completion. 2.7 Subject to Clause 4.7, at or 7.8 In the period prior to Completion, FIHL shall, and the Sellers shall procure take such action within their power as the Buyer may reasonably request to merge a Subsidiary into its immediate parent company or a new parent company for such purpose (provided that the relevant members affected Group Companies are companies incorporated in the same jurisdiction, any consent under the External Financing is obtained and the Buyer confirms that it has received advice for the benefit of the Group to, enter into, adopt that there is no material adverse Tax consequence to the Group or otherwise implement any Group Company). The Sellers shall obtain an estimate of the Binder Agreementslegal expenses to be incurred in effecting any such merger or mergers and such costs up to an aggregate maximum of €15,000 plus VAT shall be included in the Company Adviser Fee Schedule.

PRE-COMPLETION UNDERTAKINGS. Conduct of business before Completion 2.1 Subject to Clause 2.2, FIHL shall use its reasonable best efforts to procure, to the extent such matter is within its power and control (whether by exercising its right as a holder of shares in any MGA Group Company or pursuant to any agreement, arrangement or understanding to which it is a party) that, between the date of this Agreement and 4.1 Pending Completion, no MGA Group Company will without the prior written approval each of the Investors’ Representative (such approval not to be unreasonably withheld, conditioned or delayed) undertake any of the acts or matters listed in Schedule 3. 2.2 Clause 2.1 Vendor and CMCC shall not operate so as to restrict or prevent: 2.2.1 entering into the Binder Agreements, including any matter permitted under the terms of the Binder Agreements; 2.2.2 subject always to Clause 2.5, the implementation of any transaction or the taking of any action permitted or provided for or contemplated by the Structure Steps Plan or any Final Structure Steps Document, including any negotiation of the purchase of the non-controlling interests in Pine Walk Capital Limited as contemplated at Structure Steps 4 and 20; 2.2.3 any matters that do not involve the negotiation, entering into, termination and/or other material variation or amendment of a Material Contract and that are in the ordinary course of business for Pine Walk Capital Limited and its cells and/or its subsidiaries and are conducted in a manner consistent with the running of the business of such entities in the prior twelve (12) months (to the extent that parts of the MGA Group’s business existed during such period, acknowledging that the MGA Group is to be established pursuant to the implementation of the Structure Steps Plan), includingensure that: (a) each Target Group Company shall carry on its business in the acquisition ordinary and usual course and shall not make (or agree to make) any payment other than routine payments in the ordinary and usual course of shares or any other interest in any person by Pine Walk Capital Limited where the business of such person is underwriting (re)insurance as a managing general agent on behalf of the Balance Sheet Business, pursuant to delegated authority granted by one or more FIHL subsidiariestrading; (b) the creation, allotment, issue or transfer by any shareholder (other than an MGA each Target Group Company) Company shall take all reasonable steps to another shareholder of, or the grant of any option over or other right to subscribe for or purchase, or redeem, buy back, sub-divide, consolidate, re-denominate, convert, reduce, cancel, restrict or alter the rights attaching to, any share or loan capital or securities or securities convertible into any of the foregoing of Pine Walk Capital Limited, or preserve and protect its cells or subsidiaries pursuant to any employee share scheme in place in connection therewith or otherwiseassets; (c) the declarationPurchaser's representatives shall be allowed, authorisationupon reasonable notice and during normal business hours, making access to the books and records of each Target Group Company (including, without limitation, all statutory books, minute books, leases, contracts, supplier lists and customer lists) together with the right to take copies; (d) no Target Group Company shall do, allow or the paying procure any act or omission which would constitute or give rise to a breach of any dividends Warranty if the (e) prompt disclosure is made to the Purchaser of all relevant information which comes to the notice of the Vendor or CMCC in cash relation to any fact or in speciematter (whether existing on or before the date of this Agreement or arising afterwards) which may constitute a breach of any Warranty if the Warranties were to be repeated on or at any time before Completion by reference to the facts and circumstances then existing; (f) no dividend or other distribution shall be declared, paid or made by any Target Group Company; (g) no share or loan capital shall be allotted or issued or agreed to be allotted or issued by any Target Group Company; (h) all transactions between each Target Group Company and each Vendor Group Company shall be on arm's length commercial terms and in their respective ordinary and usual course of a similar nature or taxed business; (i) otherwise than in the same way ordinary course of business, the amount of any Indebtedness owed by each Target Group Company or existing as a dividend at the date of this Agreement shall not be increased or extended and no new Indebtedness shall be entered into or assumed by Pine Walk Capital Limited or any of the cells and/or the subsidiaries of Pine Walk Capital Limitedsuch company; and (dj) no action is taken by any Target Group Company or any Vendor Group Company which is inconsistent with the commencement provisions of any litigation or arbitration proceedings this Agreement or the compromiseconsummation of the transactions contemplated by this Agreement. 4.2 Pending Completion, cessation or settlement each of any litigation or arbitration proceedings or any action, demand or dispute or waiver of a right the Vendor and CMCC shall ensure that the Target Group Companies consult fully with the Purchaser in relation to any litigation or arbitration proceedings in connection with matters which may have a material effect upon the handling of (re)insurance claims by Pine Walk Capital Limited or Target Group Companies. Without the cells and/or the subsidiaries of Pine Walk Capital Limited; 2.2.4 Pine Walk Europe establishing a permanent UK branch and acquiring a permanent Regulatory Authorisation; 2.2.5 the implementation of any transaction or the taking of any action required, contemplated, permitted or provided for by any Transaction Document; 2.2.6 any matter required in order to comply with any law, court order or regulation (including: (i) the requirements of any Regulatory Authority or Regulatory Authorisation; and (ii) any action of any director of an MGA Group Company that such director believes is reasonably required in order to comply with his statutory or fiduciary directors’ duties) or published policy prior written consent of the MGA Purchaser, the Target Group being undertaken by Companies shall not, and each of the Vendor and CMCC shall ensure that the Target Group Companies do not: (a) enter into any MGA contract or commitment (or make a bid or offer which may lead to a contract or commitment) having a material value or involving material expenditure or which is of a long term or unusual nature or which could involve an obligation of a material nature or which may result in any material change in the nature or scope of the operations of such Target Group Company; 2.2.7 (b) agree to any matter reasonably undertaken by variation or termination of any MGA existing contract to which that Target Group Company immediately following an emergency is a party and which may have a material effect upon the nature or disaster or other serious incident or circumstance with the intention of minimising any adverse effect on the MGA Group (and of which the Investors’ Representative will be promptly notified); 2.2.8 the completion or performance of any obligation undertaken pursuant to any contract or arrangement entered into by any MGA Group Company prior to the date of this Agreement; 2.2.9 any increase in emoluments of any category of employees of any MGA Group Company where such increase is made in accordance with the normal practice scope of the relevant employing MGA operations of such Target Group Company; 2.2.10 any payment being made by any MGA Group Company for or in respect of any Tax (c) (whether in the ordinary and usual course of business in a manner consistent with past practice; 2.2.11 any matter being undertaken by any MGA Group Company at the written requestor otherwise) acquire or dispose of, or with the prior written consent, of the Investors’ Representative (such consent not agree to be unduly withheld, conditioned acquire or delayed); 2.2.12 any investment in A Ordinary Shares of Topco on substantially the same terms as the Subscription Agreements up to an aggregate subscription amount of $[******] by any person reasonably satisfactory to the Investors’ Representative and the Management Seller Representative; and 2.2.13 any incurrence of any liability by an MGA Group Company in connection with the facilities referred to in the Debt Commitment Letter (including any liability to FIHL if FIHL makes any payments on behalf of any MGA Group Company in connection with such facilities). 2.3 If FIHL requests the approval of the Investors’ Representative pursuant to Clause 2.1 or otherwise under this Agreement, the Investors’ Representative shall respond to such request as soon as reasonably practicable and in any event within five Business Days after such request is made. Failure of the Investors’ Representative to respond within that period shall be deemed to be an approval to proceed with the relevant act, matter or course of conduct which is the subject of the request. In no circumstances is this Clause 2 intended to allow any Investor the ability to control the Group or the MGA Group. 2.4 At or prior to Completion, each of the Parties shall implement, or procure the implementation dispose of, in each case to the extent within their power, each of the Structure Steps in accordance with the terms and conditions of the Final Structure Steps Documents and each such Structure Step shall be implemented in the order set out in the Structure Steps Plan (the “Reorganisation”). 2.5 FIHL shall use its reasonable best efforts to procure that the Final Structure Step Documents are drafted (including, without limitation, by proposing such customary provisions that are consistent with generally accepted market practice) by no later than Completion, provided that no Final Structure Step Document may be entered into if it would or would reasonably be expected to, in comparison to the position agreed in the Structure Steps Plan, negatively impact in any material way, directly business or indirectly, any Investor or the MGA Group (an “Adverse Change”), without the prior written consent of the Investors’ Representative (such consent not to be unreasonably withheld, conditioned or delayed); provided that, (i) if no reply is given within two Business Days of the relevant Final Structure Step Document being provided to each Investor (or each Investor’s counsel), the Investors’ Representative shall be deemed to have approved such Final Structure Step Document; (ii) if a reply is given by the Investors’ Representative (or the Investors’ counsel) describing a change to the position agreed in the Structure Steps Plan which the Investors’ Representative believes in good faith could be an Adverse Change, then FIHL, the relevant Parties and the Investors shall cooperate in good faith using reasonable best efforts on a prompt basis to revise such Final Structure Step Documents such that it does not constitute an Adverse Change and allowing their implementation before the Long Stop Date; (iii) the impact of any change in tax law arising on or after the date of this Agreement shall be excluded in any such determination of any Adverse Change; and (iv) if an Adverse Change could disproportionately negatively impact any Investor in any material way, relative to the other Investors, such Investor shall also have the same rights as the Investors’ Representative set forth in this Clause 2.5 mutatis mutandis.asset; or 2.6 Each of the Parties shall, and shall procure that their respective Related Persons and their Related Persons’ respective representatives shall, in each case to the extent within their power: 2.6.1 exercise all rights and privileges and perform all duties and obligations, whether as a security holder or otherwise, including by attending or voting at meetings of any security holders, executing consents to short notice in respect of any such meetings, and receiving, approving or executing any written resolution circulated to any security holder, in each case necessary or desirable to approve the Reorganisation; and 2.6.2 not (d) enter into any agreement agreement, contract, arrangement or arrangement which may impede transaction (whether or frustrate not legally binding) other than in the Reorganisationordinary and usual course of business. 2.7 Subject to Clause 4.7, at or prior to Completion, FIHL shall, and shall procure that the relevant members of the Group to, enter into, adopt or otherwise implement the Binder Agreements.