PURCHASE AGREEMENTPurchase Agreement • February 19th, 2021 • Arch Capital Group Ltd. • Fire, marine & casualty insurance • Delaware
PURCHASE AGREEMENT, dated as of February 16, 2021, by and among (i) Arch Reinsurance Ltd. (“Seller”) and (ii) WP Windstar Investments Ltd (“Buyer”).
PARTICIPANT AGREEMENTParticipant Agreement • February 19th, 2021 • Arch Capital Group Ltd. • Fire, marine & casualty insurance • New York
This Participant Agreement (this “Agreement”), dated as of September 3, 2020, is entered into by and among Kelso & Company, L.P. (“Kelso”), Warburg Pincus LLC (“Warburg”) and Arch Capital Group Ltd. (“Arch”). Kelso, Warburg and Arch are collectively referred to as the “Participants”.
AMENDED AND RESTATED Interim Investors AGREEMENTInterim Investors Agreement • February 19th, 2021 • Arch Capital Group Ltd. • Fire, marine & casualty insurance • Delaware
This AMENDED AND RESTATED Interim Investors Agreement (this “Agreement”) is entered into on February 16, 2021, and effective as of November 2, 2020, by and among Greysbridge Holdings Ltd., a Bermuda exempted company limited by shares (“NewCo”), and each of the Investors (as defined herein).
WAIVER TO VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 19th, 2021 • Arch Capital Group Ltd. • Fire, marine & casualty insurance • Delaware
This Waiver to the Voting and Support Agreement (this “Waiver”) dated February 16, 2021, by and among WATFORD HOLDINGS LTD., a Bermuda exempted company (the “Company”), ARCH REINSURANCE LTD. and GULF REINSURANCE LTD. (“Arch”), shareholders of the Company, amends that certain Voting and Support Agreement, dated as of October 9, 2020, by and between the parties to this Waiver (the “Voting Agreement”). Capitalized terms used but not defined in this Waiver have the meanings given to such terms in the Voting Agreement, and all references to Sections herein are references to Sections of the Voting Agreement, unless otherwise noted.
February 16, 2021Letter Agreement • February 19th, 2021 • Arch Capital Group Ltd. • Fire, marine & casualty insurance • Delaware
This letter agreement amends and restates and replaces in its entirety the letter agreement dated November 2, 2020 among the parties hereto with respect to the subject matter hereof.
Joint Filing AgreementJoint Filing Agreement • February 19th, 2021 • Arch Capital Group Ltd. • Fire, marine & casualty insurance
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Shares, par value $0.01 per share, of Watford Holdings Ltd., a Bermuda company, and further agree that this Joint Filing Agreement be included as an exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Agreement as of the date noted below.
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • February 19th, 2021 • Arch Capital Group Ltd. • Fire, marine & casualty insurance • Delaware
This Assignment and Assumption Agreement (the “Agreement”), effective as of November 2, 2020, is by and between Arch Capital Group Ltd., a Bermuda exempted company limited by shares (“Parent”), and Greysbridge Holdings Ltd., a Bermuda exempted company limited by shares and a wholly owned indirect subsidiary of Parent (“Holdings”). All capitalized terms used in this Agreement but not otherwise defined herein are given the meanings set forth in the Merger Agreement (as defined below).
PURCHASE AGREEMENTPurchase Agreement • February 19th, 2021 • Arch Capital Group Ltd. • Fire, marine & casualty insurance • Delaware
PURCHASE AGREEMENT, dated as of February 16, 2021, by and among (i) Arch Reinsurance Ltd. (“Seller”) and (ii) Kelso Investment Associates X, L.P., KEP X, LLC and KSN Fund X, L.P. (collectively, the “Buyers” and each, a “Buyer”).
