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Sirius International Insurance Group, Ltd. Sample Contracts

WARRANT AGREEMENT Dated as of July 29, 2015
Warrant Agreement • August 6th, 2018 • Sirius International Insurance Group, Ltd. • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 29, 2015, is by and between Easterly Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).

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SIRIUS INTERNATIONAL GROUP, LTD. as Issuer to THE BANK OF NEW YORK MELLON as Trustee
Indenture • September 10th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance

INDENTURE, dated as of November 1, 2016, by and between Sirius International Group, Ltd., a Bermuda exempted company (the “Company”) and The Bank of New York Mellon, a New York banking corporation, not in its individual capacity but solely as Trustee (together with its successors and assigns, in such capacity, the “Trustee”).

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AGREEMENT AND PLAN OF MERGER By and Among SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., THIRD POINT REINSURANCE LTD. and YOGA MERGER SUB LIMITED Dated as of August 6, 2020
Merger Agreement • August 10th, 2020 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 6, 2020, 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 Yoga Merger Sub Limited, a Bermuda exempted company limited by shares and a wholly owned Subsidiary of Parent (“Merger Sub”).

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FORM OF CONTINGENT VALUE RIGHTS AGREEMENT By and Between Third Point Reinsurance Ltd. and [RIGHTS AGENT] Dated as of [●]
Contingent Value Rights Agreement • August 10th, 2020 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance

THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●] (this “CVR Agreement”), by and between Third Point Reinsurance Ltd., a Bermuda exempted company limited by shares (the “Company”), and [●], as rights agent (the “Rights Agent”), in favor of each person who from time to time holds one or more Contingent Value Rights (the “CVRs” and, each individually, a “CVR”) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.

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WARRANT AGREEMENT Dated as of [●]
Warrant Agreement • August 10th, 2020 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], is by and between [SiriusPoint Ltd.], a Bermuda exempted company limited by shares (the “Company”) (f/k/a Third Point Reinsurance Ltd.), and [●] as warrant agent (in such capacity, the “Warrant Agent). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

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SUBSCRIPTION AGREEMENT
Subscription Agreement • September 10th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 29th day of August, 2018, by and between Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the “Issuer”), and [·], a [·] (“Subscriber”).

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • August 10th, 2020 • Sirius International Insurance Group, 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).

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • August 10th, 2020 • Sirius International Insurance Group, 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).

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • August 10th, 2020 • Sirius International Insurance Group, 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).

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Contract
Warrant Agreement • November 6th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 10th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of July 30, 2018, is entered into by and among SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., an exempted company organized under the laws of Bermuda (the “Parent”), SIRIUS INTERNATIONAL HOLDINGS LTD., an exempted company organized under the laws of Bermuda, SIRIUS INTERNATIONAL GROUP, LTD., an exempted company organized under the laws of Bermuda (the “Borrower”), SIRIUS BERMUDA INSURANCE COMPANY LTD., a company organized under the laws of Bermuda, SIRIUS INTERNATIONAL INSURANCE CORP., a company organized under the laws of Sweden, SIRIUS AMERICA INSURANCE COMPANY, a New York corporation, SIRIUS RE HOLDINGS, INC., a Delaware corporation, the Lenders (as hereinafter defined) party hereto, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent.

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EMPLOYMENT AGREEMENT
Employment Agreement • September 10th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

This Employment Agreement (this “Agreement”) is dated as of July 24, 2015, between Sirius International Insurance Group, Ltd., a Bermuda corporation (the “Company”), and Allan L. Waters (“Executive”). All capitalized terms used but not defined herein shall have the meanings set forth in the Amended and Restated Sirius Group Long Term Incentive Plan as in effect on the date hereof (the “Sirius LTIP”), which is attached hereto as Exhibit A.

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EMPLOYMENT AGREEMENT
Employment Agreement • February 4th, 2019 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

This Employment Agreement (this “Agreement”) is dated as of January 30, 2019, between Sirius International Insurance Group, Ltd., a Bermuda corporation (the “Company”), and Kernan V. Oberting (“Executive”). All capitalized terms used but not defined herein (if any) shall have the meanings set forth in the Amended and Restated Sirius Group Long Term Incentive Plan as in effect on the date hereof (the “Sirius LTIP”).

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RESTRICTIVE COVENANT AGREEMENT
Restrictive Covenant Agreement • March 14th, 2019 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

This Restrictive Covenant Agreement (this “Agreement”) is entered into as of , 2019 between Sirius International Insurance Group, Ltd., (the “Company”) its successors and assigns, and (the “Executive”).

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FIRST SUPPLEMENTAL INDENTURE BY AND BETWEEN SIRIUS INTERNATIONAL GROUP, LTD., as Issuer AND THE BANK OF NEW YORK MELLON, as Trustee DATED AS OF NOVEMBER 1, 2016 4.600% SENIOR NOTES DUE 2026
First Supplemental Indenture • September 10th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

This First Supplemental Indenture, dated as of November 1, 2016 (the “Supplemental Indenture”), to the Indenture, dated as of November 1, 2016 (the “Indenture”), by and between Sirius International Group, Ltd., a Bermuda exempted company (the “Company”) and The Bank of New York Mellon, a New York banking corporation, not in its individual capacity but solely as Trustee (together with its successors and assigns, in such capacity, the “Trustee”) is effective upon the execution and delivery hereof by the parties hereto.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 6th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 5, 2018, is made and entered into by and among SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., a Bermuda exempted company (the “Company”), CM BERMUDA LTD., an exempted Bermuda limited liability company (“CMB”), and EASTERLY ACQUISITION SPONSOR, LLC, a Delaware limited liability company (“Easterly Sponsor”; Easterly Sponsor, CMB and any Person who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, so long as each such Person holds any Registrable Securities (as defined below), a “Holder” and collectively the “Holders”).

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SIRIUS INTERNATIONAL INSURANCE GROUP, LTD. 2018 OMNIBUS INCENTIVE PLAN RESTRICTED SHARE AWARD AGREEMENT (For Grants Made to Independent Directors)
Restricted Share Award Agreement • May 10th, 2019 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

Sirius International Insurance Group, Ltd., a Bermuda exempted company (the “Company”), hereby grants to the [·] (the “Holder”), as of [·] (the “Grant Date”), pursuant to the provisions of the Sirius International Insurance Group, Ltd. 2018 Omnibus Incentive Plan (the “Plan”) (which is attached hereto), a Restricted Share Award of [·] Common Shares of the Company (the “Award”), subject to the restrictions, terms and conditions set forth in the Plan and this agreement (this “Agreement”). Capitalized terms not defined herein shall have the meanings specified in the Plan.

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REDEMPTION AGREEMENT
Redemption Agreement • November 6th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance

This REDEMPTION AGREEMENT (this “Agreement”) is made as of November 2, 2018 by and between Sirius International Insurance Group, Ltd., a Bermuda exempted company (“Sirius”) and CM Bermuda Ltd., a Bermuda exempted company (“CMB”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

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DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 13th, 2020 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • Delaware

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of the ______ day of ___________, 20___, by and between Sirius International Insurance Group, Ltd., a Bermuda exempted limited liability company (the “Company”), and ____________________ (“Indemnitee”).

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SHAREHOLDERS AGREEMENT
Shareholders Agreement • November 6th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

THIS SHAREHOLDERS AGREEMENT (this “Agreement”), is made as of the 5th day of November, 2018, by and among Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the “Company”), CM Bermuda Ltd., a Bermuda holding company (“CM Bermuda”), Gallatin Point Capital Partners LP, a Delaware limited partnership, Gallatin Point Capital Partners Parallel-A LP, a Delaware limited partnership, GPC-INS Partners LP, a Delaware limited partnership, and GPC-BR (Canis) LP, a Delaware limited partnership (collectively, “Gallatin”), CCOF Master, L.P., a Delaware limited partnership (“Carlyle”), Centerbridge Credit Partners Master, LP, a Delaware limited partnership, and Centerbridge Special Credit Partners III, LP, a Delaware limited partnership (collectively, “Centerbridge”), and Bain Capital Special Situations Asia, L.P., a Cayman Islands limited partnership (“Bain” and, together with Gallatin, Carlyle and Centerbridge, the “Initial Holders”).

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CMIG International Holdings Pte. Ltd. Cannon’s Court Hamilton, HM12, Bermuda
Transaction Matters Letter Agreement • August 10th, 2020 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance

Reference is made to the Agreement and Plan of Merger, dated as of the date hereof, 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 Yoga Merger Sub Limited, a Bermuda exempted company and a wholly owned subsidiary of Parent (the “Merger Agreement”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement.

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TRANSACTION AGREEMENT by and among THIRD POINT REINSURANCE LTD., and THE PREFERRED SHAREHOLDERS NAMED HEREIN September 4, 2020
Transaction Agreement • November 9th, 2020 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

THIS TRANSACTION AGREEMENT (this “Agreement”) is made and entered into as of September 4, 2020, by and among (i) Third Point Reinsurance Ltd., a Bermuda exempted company limited by shares (“TPRe”), (ii) Bain Capital Special Situations Asia, L.P., a Cayman Islands limited partnership (“Bain”), (iii) CCOF Master, L.P., a Delaware limited partnership (“Carlyle”), (iv) Centerbridge Credit Partners Master, LP, a Delaware limited partnership, and Centerbridge Special Credit Partners III, LP, a Delaware limited partnership (collectively, “Centerbridge”), and (v) GPC Partners Investments (Canis) LP, a Delaware limited partnership (“Gallatin” and, together with Bain, Carlyle and Centerbridge, collectively, the “Preferred Shareholders”). TPRe and the Preferred Shareholders are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used herein have the meanings given to such terms in Article 8.

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SIRIUS INTERNATIONAL GROUP, LTD. as the Issuer THE BANK OF NEW YORK MELLON as Trustee, Registrar and Transfer Agent and THE BANK OF NEW YORK MELLON ACTING THROUGH ITS LONDON BRANCH as Paying Agent and Calculation Agent
Subordinated Indenture • September 10th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance

SUBORDINATED INDENTURE dated as of September 22, 2017 (the “Indenture”) among Sirius International Group, Ltd., a company organized and existing under the laws of Bermuda, as issuer (the “Issuer”), having its principal executive office at 14 Wesley Street, Hamilton HM 11, Bermuda, The Bank of New York Mellon, as Trustee (the “Trustee”), Registrar and Transfer Agent and The Bank of New York Mellon acting through its London Branch, as Paying Agent and Calculation Agent.

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EMPLOYMENT AGREEMENT
Employment Agreement • September 10th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance

This Employment Agreement (this “Agreement”) is dated as of July 24, 2015, between Sirius International Försäkringsaktiebolag (publ), Reg. No. 516401-8136, a Swedish corporation (the “Company”), and Monica Cramer Manhem, personal Swedish identity number 590702-0027 (“Executive”). All capitalized terms used but not defined herein shall have the meanings set forth in the Amended and Restated Sirius Group Long Term Incentive Plan as in effect on the date hereof (the “Sirius LTIP”), which is attached hereto as Exhibit A.

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ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
Assignment, Assumption and Amendment Agreement • November 6th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of November 5, 2018, by and among Easterly Acquisition Corp., a Delaware corporation (the “Company”), Sirius International Insurance Group, Ltd., a Bermuda exempted company (“Sirius”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).

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FORM OF UPSIDE RIGHT
Upside Right • August 10th, 2020 • Sirius International Insurance Group, 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 [●]2 (the “Holder”), in the manner set forth in Section 5, the aggregate principal amount of $[●], 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.

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SHAREHOLDERS AGREEMENT
Shareholder Agreement • September 10th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

THIS SHAREHOLDERS AGREEMENT (this “Agreement”), is made as of the [·] day of [·], 2018, by and among Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the “Company”), CM Bermuda Ltd., a Bermuda holding company (“CM Bermuda”), [·], a [·] (“[·]”), [·], a [·] (“[·]”), [·], a [·] (“[·]”), and [·], a [·] (“[·]” and, collectively with [·], [·] and [·], the “Initial Holders”).

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REDEMPTION AGREEMENT
Redemption Agreement • November 6th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

This REDEMPTION AGREEMENT (this “Agreement”) is made as of July 14, 2018 by and between Sirius International Insurance Group, Ltd., a Bermuda exempted company (“Sirius”), IMG Acquisition Holdings, LLC, a Delaware limited liability company (“IMGAH”), and Sirius Acquisitions Holding Company II (“SAHC”). Capitalized terms used but not defined herein shall have the meaning assigned to them in the Merger Agreement (as defined below).

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SUPPLEMENTAL INDENTURE
Supplemental Indenture • October 28th, 2019 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York

This Supplemental Indenture (this “Supplemental Indenture”) is made as of the 28th day of October, 2019, between Sirius International Group, Ltd., a Bermuda exempted company (the “Issuer”), and The Bank of New York Mellon, a New York banking corporation, not in its individual capacity but solely as Trustee (together with its successors and assigns, in such capacity, the “Trustee”).

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