Re: Termination of Joint Venture and Investment Management Agreement

Third Point Reinsurance (USA) Ltd. Third Point Re (USA) Holdings Inc. 000 Xxxxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxx Xxxxxx 00000
July 31, 0000

Xxxxx Xxxxx LLC
Third Point Advisors L.L.C.
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxx and Xxxxx Xxxx

Re:    Termination of Joint Venture and Investment Management Agreement

Dear Sirs,

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.

Reference is made to that certain Amended and Restated Exempted Limited Partnership Agreement of Third Point Enhanced LP (the “Partnership”) dated July 31, 2018 (the “Partnership Agreement”). Each of the parties hereto acknowledges that (i) TP Re USA will transfer legal title to all Investable Assets (such term as defined in the Partnership Agreement) held in the Joint Venture to the Partnership beginning on August 31, 2018, and (ii) all Collateral Assets (such term as defined in the Partnership Agreement) held in the Joint Venture will be managed by Third Point pursuant to a collateral assets investment management agreement effective August 31, 2018.

Each of the parties hereto hereby agrees that (i) TP Re USA shall have withdrawn from the Joint Venture in full as of the date on which legal title to all Investable Assets in the Joint Venture have been transferred to the Partnership and (ii) the JV Agreement shall terminate as of such withdrawal date pursuant to Section 7.1(a)(iii) thereof. Any provisions in the JV Agreement that would otherwise prohibit this transfer of assets are hereby waived to permit such transfer.

This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York and subject to Section 9.4 of the JV Agreement. This Letter Agreement may be executed in counterparts, each of which is deemed to be an original hereof.

[Remainder of page left blank intentionally]

Sincerely,

THIRD POINT RE (USA) HOLDINGS INC.

By: /s/ J. Xxxxxx Xxxxxxx    

Name: J. Xxxxxx Xxxxxxx

Title: Director

By: /s/ Xxxxx X. Xxxxx    

Name: Xxxxx X. Xxxxx

Title: Director

THIRD POINT REINSURANCE (USA) LTD.

By: /s/ J. Xxxxxx Xxxxxxx    

Name: J. Xxxxxx Xxxxxxx

Title: Chief Executive Officer

By: /s/ Xxxxx X. Xxxxx    

Name: Xxxxx X. Xxxxx

Title: President

[Signature Page to Letter Agreement re: US JV Agreement Termination]

Agreed to and Accepted by:

THIRD POINT LLC

By: /s/ R. Xxxxx Xxxx     

Name: R. Xxxxx Xxxx    

Title: Chief Financial Officer

THIRD POINT ADVISORS L.L.C.

By: /s/ R. Xxxxx Xxxx     

Name: R. Xxxxx Xxxx    

Title: Authorized Signatory

[Signature Page to Letter Agreement re: US JV Agreement Termination]