SIRIUSPOINT LTD. 7.000% Senior Notes due 2029 UNDERWRITING AGREEMENTUnderwriting Agreement • March 28th, 2024 • SiriusPoint LTD • Fire, marine & casualty insurance • New York
Final Maturity Date: The “Final Maturity Date” means (1) April 5, 2029 (the “Scheduled Maturity Date”), if, on the Scheduled Maturity Date, the BMA Redemption Requirements (as defined in the preliminary prospectus supplement) are satisfied, or (2) otherwise, following the Scheduled Maturity Date, the earlier of (a) the date falling ten (10) business days after the BMA Redemption Requirements are satisfied and would continue to be satisfied if such payment were made and (b) the date on which a Winding-Up of the Issuer occurs.
SIRIUSPOINT LTD., ISSUER AND THE BANK OF NEW YORK MELLON, TRUSTEE INDENTURE DATED AS OF PROVIDING FOR ISSUANCE OF DEBT SECURITIES IN SERIESIndenture • May 7th, 2021 • SiriusPoint LTD • Fire, marine & casualty insurance • New York
INDENTURE, dated as of , between SiriusPoint Ltd., a Bermuda exempted company limited by shares, and The Bank of New York Mellon, not in its individual capacity but solely in its capacity as trustee hereunder (together with its successors and assigns in such capacity, the “Trustee”).
Subscription AgreementSubscription Agreement • July 15th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) by and between Third Point Reinsurance Ltd., a Bermuda corporation (the “Company”), and the undersigned (the “Subscriber”), dated as of the date set forth on the Subscriber’s signature page to this Agreement. The Subscriber understands that the offering is being made without registration of the Securities (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”), or any securities law of any state of the United States or of any other jurisdiction, and is being made only to “accredited investors” (as defined in Rule 501 of Regulation D under the Securities Act).
EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2021 • SiriusPoint LTD • Fire, marine & casualty insurance • New York
THIS EMPLOYMENT AGREEMENT, dated as of November 3, 2020 (this “Agreement”), is entered into by and between Third Point Reinsurance Limited, a Bermuda exempted company limited by shares (the “Company”), and Ming Zhang (the “Executive”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 26th, 2021 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
REGISTRATION RIGHTS AGREEMENT, dated as of February 26, 2021 (the “Agreement”), by and among SiriusPoint Ltd., a Bermuda exempted company limited by shares (formerly known as Third Point Reinsurance Ltd., the “Company”), and CM Bermuda Limited, a Bermuda holding company (“CM Bermuda”) (together with its successors and assigns, the “Investor”). The Investor and any other party that may become a party hereto in accordance with Section 9(d) are referred to collectively as the “Shareholders” and individually each as a “Shareholder”.
Third Point Re (USA) Holdings Inc., as Issuer and Third Point Reinsurance Ltd., as Guarantor to The Bank of New York Mellon, as Trustee SENIOR INDENTURE Dated as of February 13, 2015Senior Indenture • February 13th, 2015 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
This SENIOR INDENTURE, dated as of February 13, 2015, is entered into among Third Point Re (USA) Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 51 JFK Parkway, First Floor West, Short Hills, New Jersey 07078, as issuer of the Securities hereunder, Third Point Reinsurance Ltd., a Bermuda exempted company and the indirect parent company of the Company (the “Guarantor”), having its principal office at The Waterfront, Chesney House, 96 Pitts Bay Road, Pembroke HM 08 Bermuda, as guarantor of the Securities hereunder, and The Bank of New York Mellon, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (the “Trustee”).
ContractWarrant Agreement • July 15th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT, SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY APPLICABLE STATE.
TRADEMARK LICENSE AGREEMENT between Third Point LLC and Third Point Reinsurance Company Ltd. Dated December 22, 2011Trademark License Agreement • July 15th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
TRADEMARK LICENSE AGREEMENT, dated December 22, 2011 (this “Agreement”), between Third Point LLC, a Delaware limited liability company (“Licensor”), and Third Point Reinsurance Company Ltd., a Bermuda Class 4 insurance company (“Licensee”, and together with Licensor, the “Parties”).
THIRD POINT REINSURANCE LTD. [•] Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • August 5th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
ContractContingent Value Rights Agreement • February 26th, 2021 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
ContractWarrant Agreement • February 26th, 2021 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
THIRD POINT REINSURANCE LTD. 15,000,000 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • November 16th, 2017 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
Third Point Reinsurance Ltd., a Bermuda exempted company (the “Company”), and the persons listed in Schedule 2 hereto (the “Selling Shareholders”), confirm their respective agreements with J.P. Morgan Securities LLC (the “Underwriter”), with respect to (i) the sale by the Selling Shareholders, acting severally and not jointly, and the purchase by the Underwriter, of an aggregate of 15,000,000 common shares, par value $0.10 per share, of the Company, (the “Underwritten Shares”), and (ii) the grant by the Selling Shareholders, acting severally and not jointly, to the Underwriter, of the option to purchase up to an additional 2,250,000 common shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The common shares of the Company to be issued and outstanding after giving effect to the sale of the Shares are referred to herein as the “Common Shares.” The number of Common Shares to be sold by each Selli
AMENDED AND RESTATED JOINT VENTURE AND INVESTMENT MANAGEMENT AGREEMENT by and among THIRD POINT REINSURANCE COMPANY LTD., THIRD POINT REINSURANCE LTD., THIRD POINT LLC andJoint Venture and Investment Management Agreement • June 28th, 2016 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
THIS AMENDED AND RESTATED JOINT VENTURE AND INVESTMENT MANAGEMENT AGREEMENT (as amended from time to time, this “Agreement”) is made as of this 22nd day of June, 2016 by and among Third Point Reinsurance Company Ltd., a Bermuda Class 4 insurance company (“TP Re”), Third Point Reinsurance Ltd., a Bermuda corporation and the direct parent of TP Re (“Holdco”), Third Point Advisors LLC, a Delaware limited liability company (“TP GP”), and Third Point LLC, a Delaware limited liability company (“Third Point”) and those Persons who may hereafter be admitted as Participants in accordance with the provisions hereof. This Agreement shall be effective as of December 22, 2016 (the “Effective Date”).
Form of Director and Officer Indemnification AgreementDirector and Officer Indemnification Agreement • August 5th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
This Agreement is made as of the [Date] by and between Third Point Reinsurance Ltd., a Bermuda exempted company (the “Company”), and [Name] (the “Indemnitee”), a [Director/Officer] of the Company.
SIRIUSPOINT LTD., ISSUER AND THE BANK OF NEW YORK MELLON, TRUSTEE SENIOR INDENTURE DATED AS OF APRIL 5, 2024Senior Indenture • April 5th, 2024 • SiriusPoint LTD • Fire, marine & casualty insurance • New York
SENIOR INDENTURE, dated as of April 5, 2024, between SiriusPoint Ltd., a Bermuda exempted company limited by shares, and The Bank of New York Mellon, not in its individual capacity but solely in its capacity as trustee hereunder (together with its successors and assigns in such capacity, the “Trustee”).
Third Point Reinsurance Ltd. Point HouseEmployment Agreement • May 10th, 2021 • SiriusPoint LTD • Fire, marine & casualty insurance
UNDERWRITING AGREEMENTUnderwriting Agreement • February 27th, 2015 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
Third Point Re (USA) Holdings Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), $115,000,000 aggregate principal amount of its 7.00% Senior Notes due 2025 (the “Notes”). The Notes are to be issued under an indenture to be dated as of February 13, 2015 (the “Base Indenture”), by and among the Issuer, Third Point Reinsurance Ltd., a Bermuda exempted company (the “Guarantor”), and The Bank of New York Mellon, as Trustee (the “Trustee”), as supplemented by a First Supplemental Indenture thereto, to be dated as of February 13, 2015, by and among the Issuer, the Guarantor and the Trustee (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • February 26th, 2021 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of February 26, 2021, is by and among SiriusPoint Ltd., a Bermuda exempted company limited by shares (the “Company”), CM Bermuda Limited, a Bermuda exempted company limited by shares (the “Investor”), and any other Person that may hereafter become party hereto in the capacity as a shareholder of the Company in accordance with the terms and provisions of this Agreement (all such parties other than the Company, collectively, the “Investors” and each, an “Investor”).
UNSECURED REVOLVING CREDIT AND LETTER OF CREDIT FACILITY AGREEMENTUnsecured Revolving Credit and Letter of Credit Facility Agreement • July 31st, 2018 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
UNSECURED REVOLVING CREDIT AND LETTER OF CREDIT FACILITY AGREEMENT dated as of July 31, 2018 among THIRD POINT REINSURANCE LTD., a company incorporated and organized under the laws of Bermuda (the “Company”), THIRD POINT REINSURANCE COMPANY LTD., a company incorporated and organized under the laws of Bermuda (“Third Point Reinsurance”), Third Point Reinsurance (USA) Ltd., a company incorporated and organized under the laws of Bermuda (“Third Point USA”, and together with Third Point Reinsurance, collectively, the “Account Parties”, and each, an “Account Party”), the lenders from time to time party hereto (each, a “Lender” and, collectively, the “Lenders”), and SUNTRUST BANK, as Administrative Agent and an LC Issuer. Unless otherwise defined herein, all capitalized terms used herein and defined in Section 1.01 are used herein as so defined.
AMENDED AND RESTATED COLLATERAL ASSETS INVESTMENT MANAGEMENT AGREEMENTCollateral Assets Investment Management Agreement • May 28th, 2019 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
THIS AMENDED AND RESTATED COLLATERAL ASSETS INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of May 24, 2019, and amends and restates the Collateral Assets Investment Management Agreement entered into as of July 31, 2018, effective on August 31, 2018 (the “Original Agreement”), between Third Point LLC (the “Investment Manager”), Third Point Reinsurance Company Ltd., a Bermuda Class 4 insurance company (“TP Re Bermuda”), and Third Point Reinsurance (USA) Ltd., a Bermuda Class 4 insurance company (“TP Re USA,” and together with TP Re Bermuda, the “Client”). All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 10th, 2020 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 6, 2020, by and among CM Bermuda Limited, a Bermuda exempted company limited by shares (the “Shareholder”), CMIG International Holding Pte. Ltd., a Singapore incorporated company (“CMIG International”), Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the “Company”), and Third Point Reinsurance Ltd., a Bermuda exempted company limited by shares (“Parent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 10th, 2020 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 6, 2020, by and among Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the “Company”), Third Point Reinsurance Ltd., a Bermuda exempted company limited by shares (“Parent”), and each of the persons set forth on Annex A hereto (each, a “Shareholder”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • May 10th, 2021 • SiriusPoint LTD • Fire, marine & casualty insurance • New York
This SEPARATION AGREEMENT AND RELEASE (the “Agreement”), dated as of January 20, 2021, is entered into by and between Third Point Reinsurance Ltd., a Bermuda corporation (the “Company”), and Christopher S. Coleman (the “Executive”). Reference is made to that certain Agreement and Plan of Merger, dated as of August 6, 2020, among Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares, the Company and Yoga Merger Sub Limited, a Bermuda exempted company limited by shares and a wholly owned subsidiary of Parent (the “Merger Agreement”).
SIRIUSPOINT LTD. 2,480,000 8.00% Resettable Fixed Rate Preference Shares, Series B UNDERWRITING AGREEMENTUnderwriting Agreement • August 19th, 2021 • SiriusPoint LTD • Fire, marine & casualty insurance • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 10th, 2021 • SiriusPoint LTD • Fire, marine & casualty insurance • New York
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 15, 2021, is entered into by and between Third Point Reinsurance Ltd., a Bermuda exempted company limited by shares (the “Company”), which, following the Closing (as defined in the Merger Agreement), will be renamed SiriusPoint, Ltd. (“SP”), and Sid Sankaran (the “Executive”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below). If the merger is not consummated in accordance with the terms of the Merger Agreement prior to January 1, 2022, the Executive shall not be required to commence employment with SP, and the Executive shall have no further obligation hereunder or otherwise to the Company or SP, except as to Section 7(a) of this Agreement.
Fourth Amended and Restated Exempted Limited Partnership Agreement of Third Point Enhanced LP Dated February 23, 2022Exempted Limited Partnership Agreement • March 1st, 2022 • SiriusPoint LTD • Fire, marine & casualty insurance
SECOND AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF THIRD POINT ENHANCED LP DATED FEBRUARY 28, 2019Exempted Limited Partnership Agreement • February 28th, 2019 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
THIS SECOND AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF THIRD POINT ENHANCED LP, a Cayman Islands exempted limited partnership (the “Partnership”), is executed and delivered as a deed on February 28, 2019, effective as of January 1, 2019 (the “Effective Date”), by and among the undersigned Persons and shall hereafter govern the Partnership. Capitalized terms used in this Agreement and not otherwise defined therein are defined in Article I.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 10th, 2020 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 6, 2020, by and among Daniel S. Loeb, The 2010 Loeb Family Trust, Third Point Advisors LLC, Third Point Opportunities Master Fund L.P. and the 2011 Loeb Family GST Trust (collectively, the “Shareholder”), Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the “Company”), and Third Point Reinsurance Ltd., a Bermuda exempted company limited by shares (“Parent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
UPSIDE RIGHTUpside Right • February 26th, 2021 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
FOR VALUE RECEIVED, the undersigned, SiriusPoint Ltd., a Bermuda exempted company limited by shares (formerly known as Third Point Reinsurance Ltd., the “Company”), hereby unconditionally promises to pay to the holders of this Upside Right reflected from time to time on the books and records of the Company or its agent (the “Holder”), in the manner set forth in Section 5, the aggregate principal amount of $100,070,726, in the amount, at the times, in the manner and subject to the terms and conditions set forth in this Upside Right (this “Upside Right”). This Upside Right is issued in accordance with that certain Agreement and Plan of Merger, dated as of August 6, 2020, by and among Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares, the Company and Yoga Merger Sub Limited (the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement.
AMENDMENT No. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2020 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
THIS AMENDMENT No. 1 TO EMPLOYMENT AGREEMENT (“Amendment No. 1”), is entered into as of April 1, 2019 (the “Effective Date”, by and between Third Point Reinsurance (USA) Ltd., a Bermuda company (the “Company”), and David Govrin (the “Executive”).
MASTER AGREEMENT BY AND BETWEEN SIRIUSPOINT AMERICA INSURANCE COMPANY AND CLARENDON NATIONAL INSURANCE COMPANY DATED AS OF APRIL 30, 2024Master Agreement • August 1st, 2024 • SiriusPoint LTD • Fire, marine & casualty insurance • New York
This MASTER AGREEMENT, dated as of April 30, 2024 (this “Agreement”), is made by and between SiriusPoint America Insurance Company, a New York insurance company (the “Company”), and Clarendon National Insurance Company, a Texas insurance company (the “Reinsurer”). In this Agreement, each of the Company and the Reinsurer are referred to individually as a “Party” and together as the “Parties”.
DATED: April 6, 2022 SIRIUSPOINT LTD. and DANIEL MALLOYSettlement Agreement • April 7th, 2022 • SiriusPoint LTD • Fire, marine & casualty insurance
(A)The Employee has served in various roles for the Company (including its predecessor Third Point Reinsurance Ltd.), including most recently as President, Global Distribution and Head of Runoff, pursuant to a contract of employment dated January 23, 2012, and Statement of Employment dated 18 August 2021, as subsequently amended from time to time (together the Contract of Employment).
AMENDMENT No. 2 TO EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2016 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
THIS AMENDMENT No. 2 TO EMPLOYMENT AGREEMENT (“Amendment No. 2”), is entered into as of May 4, 2016, by and between Third Point Reinsurance Ltd., a Bermuda company (the “Company”), and Daniel Victor Malloy III (the “Executive”).
Re: Termination of Joint Venture and Investment Management AgreementTermination of Joint Venture and Investment Management Agreement • July 31st, 2018 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
This letter agreement (this “Letter Agreement”) confirms our agreement to terminate the Amended and Restated Joint Venture and Investment Management Agreement, dated June 22, 2016 (the “JV Agreement”), by and among Third Point Re (USA) Holdings Inc., Third Point Reinsurance (USA) Ltd. (“TP Re USA”), Third Point LLC (“Third Point”) and Third Point Advisors L.L.C. (“TP GP”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the JV Agreement.
RESIGNATION AGREEMENT AND RELEASEResignation Agreement • February 26th, 2016 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
This RESIGNATION AGREEMENT AND RELEASE (the “Agreement”), dated as of May 1, 2015, is entered into by and between Third Point Reinsurance Limited, a Bermuda corporation (the “Company”), and Tonya L. Marshall (the “Executive”).
