VOTING AND SUPPORT SETTLEMENT AGREEMENT

Exhibit 10.3

VOTING AND SUPPORT SETTLEMENT AGREEMENT

This Agreement (this “Agreement”) is made and entered into as of March 28, 2016, by and between Ambac Financial Group, Inc. (the “Company”) and Cornwall Master LP (“Cornwall”) (the Company and Cornwall, each a “Party” to this Agreement, and collectively, the “Parties”).

RECITALS

WHEREAS, Cornwall has communicated with the Company concerning the affairs of the Company, including possible additions to the membership of its board of directors (the “Board”);

WHEREAS, the Company and Cornwall each desire that the Company increase the size of the Board and add two new members (who shall also be added to the Board of Ambac Assurance Corp. following the 2016 Annual Meeting) and desire that such new members be nominated for election at the 2016 annual meeting of stockholders of the Company, including any adjournment or postponement thereof (the “2016 Annual Meeting”);

WHEREAS, the Company and Cornwall have each determined to come to agreement with respect to the foregoing and certain other matters, as provided in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

1.Board Matters; Board Appointments; 2016 Annual Meeting.

(a)    Effective as of the execution of this Agreement, Cornwall on behalf of itself and its Affiliates hereby agrees that it shall not, and that it and any of its Affiliates shall not (and shall use reasonable best efforts to cause its Associates not to), (i) nominate or recommend for nomination any person for election at the 2016 Annual Meeting, directly or indirectly, (ii) submit any proposal for consideration at, or bring any other business before, the 2016 Annual Meeting, directly or indirectly, (iii) initiate, encourage or participate in any “withhold” or similar campaign with respect to the 2016 Annual Meeting, directly or indirectly, or (iv) publicly or privately encourage or support any other stockholder to take, or support in the taking of, any of the actions or matters described in this Section 1(a).

(b)    The Board and all applicable committees of the Board shall promptly take all necessary actions, pursuant to the Bylaws so that (i) the Board shall be increased in size to eight members (from six), effective as of March 28, 2016 through the time that is immediately prior to the election of directors at the 2016 Annual Meeting, and then shall be reduced in size to six directors as of the election of directors at the 2016 Annual Meeting, it being understood that there shall be only six directors to be elected at the 2016 Annual Meeting; (ii) Xxx Xxxx (the “Cornwall Nominee”) and Xxxxx Xxxxxx (the “Independent Nominee”), each of whom has consented to such appointment and agreed to serve on the Board, shall be appointed to the Board to fill the resulting vacancies from the increase of the size of the Board, effective March 28, 2016; (iii) the Board shall nominate each of the Cornwall Nominee, the Independent Nominee, along with Xxxxxxxxx Xxxxxx, C. Xxxxx Xxxxxx, Xxxxxxx Xxxxx and Xxxxx Xxxxxxxx (collectively, the “2016 Board Nominees”) as directors for election to the Board at the 2016 Annual Meeting; (v) at the 2016 Annual Meeting, two (2) of the directors serving on the Board on the date hereof (being Xxxxxx Xxxxxx and Xxxxxx Xxxxxx) shall not stand for re-election; and (vi) the Company shall recommend, support and solicit proxies at the 2016 Annual Meeting for each of the 2016 Board Nominees; provided that the Company will use reasonable best efforts to recommend, support and solicit proxies in favor of the election of the Cornwall Nominee and the Independent Nominee to the Board at the 2016 Annual Meeting (including recommending that the Company’s shareholders vote in favor of the Cornwall Nominee and the Independent Nominee for election in a

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manner no less rigorous and favorable than the manner in which the Company recommends, support and solicits proxies in favor of the election of the other 2016 Board Nominees in the aggregate). After the 2016 Annual Meeting and through the completion of the 2017 annual meeting of shareholders (the “2017 Annual Meeting”), the Board shall not increase the size of the Board to more than six directors other than by unanimous vote of the directors then in office. If, at any time while the Cornwall Nominee serves on the Board, Cornwall and its Affiliates, collectively, cease to have net “long” ownership (direct or beneficial) of at least 1,600,000 shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and similar pro rata adjustments) of common stock of the Company (the “Common Stock”), net of any shares of Common Stock with respect to which Cornwall holds a short or short-equivalent position, the Cornwall Nominee agrees to, and Cornwall shall cause the Cornwall Nominee to, resign from the Board with immediate effectiveness, and the Company and Cornwall will have no further obligations with respect to each other under this Agreement. For purposes of the preceding sentence, the term “ownership” shall be deemed to require voting power over and full economic exposure to the shares of Common Stock, shared only with Affiliates of Cornwall.

(c)    For so long as the Cornwall Nominee serves on the Board, but subject to compliance with NASDAQ listing requirements regarding independence of directors and committee members, the Cornwall Nominee shall (at the option of the Cornwall Nominee) be appointed to the Compensation Committee and the Strategy and Risk Policy Committee of the Board (and any equivalent, successor or replacement committees thereof). In addition, from and after the 2016 Annual Meeting, each of the Cornwall Nominee and the Independent Nominee shall serve on the board of directors of Ambac Assurance Corp., so long as such individual serves on the Board.

(d)    Cornwall agrees and acknowledges that the Cornwall Nominee shall be required to: (i) so long as it serves on the Board, comply with (and shall also be entitled to all rights and benefits under) all policies, procedures, processes, codes, rules, standards and guidelines applicable to members of the Board as they may be in effect from time to time (including, without limitation, as to confidentiality), copies of the current versions of which have been made available to the 2016 Board Nominees and (ii) complete the Company’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the election of Board members.

(e)     Provided the obligations in Section 1(f) are in full force and effect, Cornwall agrees to appear in person or by proxy at the 2016 Annual Meeting and to vote, or cause to be voted, (x) all shares of Common Stock beneficially owned by Cornwall or any of its Affiliates as of March 29, 2016 (the “Record Date”) and (y) all other shares of Common Stock over which Cornwall has voting power at the 2016 Annual Meeting (i) in favor of the 2016 Board Nominees, (ii) in favor of the Company’s “say-on-pay” proposal, and (iii) in favor of the ratification of the Company’s auditors.

(f)     From the date hereof through the close of business on the date on which the 2016 Annual Meeting is completed (including any adjournments or postponements thereof), Cornwall agrees that neither it nor any of its Affiliates will (and it shall use reasonable best efforts to cause its Associates not to), directly or indirectly, in any manner (whether through third parties or otherwise), other than, in each of cases (i) – (v), in support of and in favor of the election of all of the 2016 Board Nominees and the other matters referred to in Section 1(e):

(i)    solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, the Common Stock, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), in or assist any person not a party to this Agreement (a “Third Party”) in any “solicitation” of any proxy, consent or other authority (as such terms are defined under the Exchange Act) to vote any shares of the Common Stock (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter);

(ii)    advise, encourage, support or influence any person with respect to the voting of any securities of the Company at the 2016 Annual Meeting or special meeting of stockholders, or seek to do so (other than such encouragement, advice or influence that is consistent with the Company’s recommendation in connection with such matter);

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(iii)    seek or encourage any person to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company or seek, encourage or take any other action with respect to the election or removal of any directors or with respect to the submission of any stockholder proposal;

(iv)    other than as provided in this Agreement, seek, alone or in concert with others, representation on the Board;

(v)    seek or request permission to do any of the foregoing, make any request to amend, waive or terminate any provision of this Section 1 (including, without limitation, this Section 1(f)), or make or seek permission to make any public announcement with respect to any of the foregoing;

(vi)    otherwise act, alone or in concert with others to make or cause to be made any statement disparaging of the Company, its directors or management including: (i) in any document or report filed with or furnished to the SEC or any other governmental agency, (ii) in any press release or other publicly available format, or (iii) to any analyst, journalist or member of the media (including without limitation, in a television, radio, newspaper or magazine interview), or otherwise (it being agreed that the prosecution in good faith of litigation asserting that the Company has breached its obligations under this Agreement, in and of itself, shall not constitute a violation of this clause (vi) to the extent it is necessary in such litigation to describe the facts underlying the asserted breach).

The restrictions set forth above in this Section 1(f) shall not apply for the duration of any period that the Company is not in material compliance with its obligations under Section 1(b), Section 1(c) and Section 8.

(g)    Subject to the last sentence of Section 1(f), for so long as the Cornwall Nominee continues to serve on the Board, Cornwall on behalf of itself and its respective Affiliates and Associates agrees to comply with Sections 1(a), 1(e) and 1(f) as though the references in such sections to the 2016 Annual Meeting were references to any annual or special meeting of stockholders occurring after the 2016 Annual Meeting and as though the references in such sections to “2016 Board Nominees” references to the incumbent directors or, if different, the persons nominated by the Board.

(h)    Notwithstanding anything to the contrary in this Agreement, the Company agrees that for so long as the Cornwall Nominee is on the Board the Board shall promptly notify Cornwall in writing of its decision not to nominate any Cornwall Nominee for election at the 2017 Annual Meeting or any subsequent annual meeting of shareholders (which written notice, if any, shall in any event not be delivered any later than 60 days prior to the advance notice deadline for making director nominations at such upcoming annual meeting).

2.    Representations and Warranties of the Company.

The Company represents and warrants to Cornwall that this Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

3.    Representations and Warranties of Cornwall.

Cornwall represents and warrants to the Company that this Agreement has been duly authorized, executed and delivered by Cornwall, is a valid and binding obligation of Cornwall, enforceable against Cornwall in accordance with its terms. Cornwall further represents and warrants that, as of the date of this Agreement, Cornwall and its Affiliates, beneficially own 2,173,003 shares of Common Stock and, except for such shares, do not currently have, and do not currently have any right to acquire, any interest in any other debt or equity securities of the Company or any of its subsidiaries, including, in the case of Ambac Assurance Corporation, obligations insured by such entity (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any obligations measured by the price or value of any securities of the

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Company or any of its subsidiaries, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of the Common Stock, whether or not any of the foregoing would give rise to beneficial ownership, and whether or not to be settled by delivery of Common Stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement).

4.    Transfer. From the date of this Agreement through the completion of the 2016 Annual Meeting (including any postponements or adjournments thereof), (i) Cornwall agrees not to transfer or dispose of (other than to its controlled Affiliates) voting power over any shares of Common Stock set forth in Section 3, and (ii) Cornwall agrees not to engage in any trading in or with respect to the Common Stock of the Company that would have the effect of reducing the net voting power of Cornwall and its Affiliates with respect to the election of directors at the 2016 Annual Meeting below the voting power of the shares of Common Stock so referenced in Section 3.

5.    Termination. This Agreement shall terminate on the later of (i) the date that is six months from the date hereof and (ii) the date that is 30 days after the Cornwall Nominee ceases to be a director on the Board. The Cornwall Nominee shall be entitled to resign from the Board at any time in his or her discretion.

6.    Press Release and SEC Filing. Promptly following the execution of this Agreement, the Company will issue a press release in a form agreed with Cornwall (the “Agreed Press Release”) announcing this Agreement and any other settlement agreement entered into with any other stockholder of the Company. Cornwall shall not make any public announcement or public statement that is inconsistent with or contrary to the statements made in the Agreed Press Release, except as required by law or the rules of any stock exchange or with the prior written consent of the Company.

7.    Specific Performance; Remedies.

The Parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, EACH OF THE PARTIES HERETO (A) IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY AND (B) AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

8.    Expenses.

Each Party shall each be responsible for its own fees and expenses incurred in connection with the negotiation, execution and effectuation of this Agreement and the transactions contemplated hereby, including, but not limited to, any matters related to the 2016 Annual Meeting; provided that the Company shall reimburse Cornwall for all reasonable and documented out-of-pocket costs, fees and expenses incurred and paid by Cornwall beginning on March 10, 2016 in connection with its negotiation and execution of this Agreement, provided further, that in no event shall the costs, fees and expenses to be paid or reimbursed by the Company pursuant to this Section 8 exceed $150,000.

9.    Severability.

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the Parties that the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the Parties agree to use their best efforts to agree upon and substitute a valid and

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enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.

10.    Notices.

Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending Party); or (iii) one business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Ambac Financial Group, Inc.

Xxx Xxxxx Xxxxxx Xxxxx, 00^xx Xxxxx
Xxx Xxxx, Xxx Xxxx

Facsimile No.: (000) 000-0000

Attention: General Counsel

With copies (which shall not constitute notice) to:

Wachtell, Lipton, Xxxxx & Xxxx
00 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000

Facsimile No.: (000) 000-0000

Attention: Xxxx Xxxxxx

If to Cornwall:

Cornwall Master LP
c/o Cornwall GP, LLC, its General Partner

000 Xxxxxxxxx Xxx., Xxxxx 0000
Xxx Xxxx, XX 00000

Attention: Xxxxx Xxx, President

Email: xxxx@xxxxxxxxxxxxxxx.xxx

With a copy (which shall not constitute notice) to:

Xxxxxx, Xxxx & Xxxxxxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxxxx X. Xxxxx
Email: XXxxxx@xxxxxxxxxx.xxx

11.    Applicable Law.

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof that would result in the application of the laws of another jurisdiction. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware (or, if any such court declines to accept jurisdiction over a particular matter, any state or federal court

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within the State of Delaware) and any appellate court therefrom. Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable legal requirements, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts.

12.    Affiliates and Associates. The obligations of Cornwall herein shall be understood to apply to each of its Affiliates. Cornwall shall cause its Affiliates and shall use reasonable best efforts to cause its Associates to comply with the terms of this Agreement; provided that, the foregoing notwithstanding, Cornwall shall be severally responsible for any breach or failure to comply on the part of any of its Affiliates or Associates. As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission under the Exchange Act, and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement (provided that neither “Affiliate” nor “Associate” shall include any entity whose equity securities are registered under the Exchange Act (or are publicly traded in a foreign jurisdiction), solely by reason of the fact that a principal of Cornwall serves as a member of its board of directors or similar governing body, unless Cornwall otherwise controls such entity (as the term “control” is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) and no entity shall be an Associate solely by reason of clause (1) of the definition of Associate in Rule 12b-2 if it is not otherwise an Affiliate). Each of Cornwall and the Company shall be responsible for any breach of the terms of this Agreement by such persons, as applicable. The Company shall cause its directors, officers and controlled Affiliates to comply with the terms of this Agreement.

13.    Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party (including by means of electronic delivery or facsimile).

14.    Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Parties. No failure on the part of either Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to either Party, the prior written consent of the other Party. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date first above written.

AMBAC FINANCIAL GROUP, INC.
By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title	Senior Managing Director and General Counsel

[Signature Page – Cornwall Support Agreement]

CORNWALL MASTER LP
By: Cornwall GP, LLC, its General Partner
By:	/s/ Xxxxx Xxx
	Name:	Xxxxx Xxx
	Title	President

[Signature Page – Cornwall Support Agreement]