Subscription AgreementSubscription Agreement • May 14th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) by and between Third Point Reinsurance Limited, 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 14th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
THIS EMPLOYMENT AGREEMENT, dated as of January 26, 2012 (this “Agreement”), is entered into by and between Third Point Reinsurance Limited, a Bermuda corporation (the “Company”), and J. Robert Bredahl (the “Executive”).
ContractThird Point Reinsurance Ltd. • May 14th, 2013 • 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 Ltd. Dated December 22, 2011Trademark License Agreement • May 14th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
TRADEMARK LICENSE AGREEMENT, dated [—], 2011 (this “Agreement”), between Third Point LLC, a Delaware limited liability company (“Licensor”), and Third Point Reinsurance Ltd., a Bermuda Class 4 insurance company (“Licensee”, and together with Licensor, the “Parties”).
NET RETAINED LINES QUOTA SHARE REINSURANCE CONTRACT issued to NARRAGANSETT BAY INSURANCE COMPANY Pawtucket, Rhode Island including any and/or all companies that are or may hereafter become affiliated therewithInterests and Liabilities Agreement • May 14th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • Rhode Island
This Contract is to indemnify the Company in respect of the liability that may accrue to the Company as a result of loss or losses under Policies classified by the Company as Property and Homeowners Section II, in force at the inception of this Contract, or written or renewed during the term of this Contract by or on behalf of the Company, subject to the terms and conditions herein contained.
SHAREHOLDERS AGREEMENTShareholders Agreement • May 14th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
This Shareholders Agreement (as the same may be amended, modified or supplemented from time to time, this “Agreement”) is dated as of this 11th day of December, 2012 and entered into by and among (i) the shareholders of the Company whose names, addresses and equity interest in the Company appear from time to time on Schedule I hereto (together, the “Investors”), including Third Point Reinsurance Ltd., a Bermuda exempted company incorporated under the laws of Bermuda with its registered office at The Waterfront, Chesney House, 96 Pitt’s Bay Road, Pembroke HM 08, Bermuda (“Third Point Re”), and Hiscox Insurance Company (Bermuda) Limited, a Bermuda exempted company incorporated under the laws of Bermuda with its registered office at 4th Floor Wessex House, 45 Reid Street, Hamilton HM 12, Bermuda (“Hiscox”), and (ii) Third Point Reinsurance Investment Management Ltd., a Bermuda exempted company incorporated under the laws of Bermuda with its registered office at The Waterfront, Chesney Hou
Warrant Subscription AgreementWarrant Subscription Agreement • May 14th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
THIS WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of December 22, 2011, by and among Third Point Reinsurance Ltd., a Bermuda corporation (the “Company”), and each of the undersigned (the “Subscribers” and each, a “Subscriber”). Each Subscriber understands that the offering is being made without registration of the Warrants (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). Capitalized terms used in this Agreement and not defined shall have the meaning given to such terms in the Agreement Among Members dated the date hereof among the Company and the other members party thereto (the “Agreement Among Members”).
Third Point Reinsurance Limited Director Service AgreementDirector Service Agreement • May 14th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
This DIRECTOR SERVICE AGREEMENT, dated as of , 2012, is entered into by and between Third Point Reinsurance Limited, a Bermuda corporation (the “Company”), and the Director whose name appears on the signature page hereof (the “Director”). Capitalized terms used herein without definition shall have the meanings given to such terms in Section 18.
REGISTRATION RIGHTS AGREEMENT THIRD POINT REINSURANCE LTD. Dated December 22, 2011Registration Rights Agreement • May 14th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 22, 2011 by and among Third Point Reinsurance Ltd., a Bermuda corporation (the “Company”), those employees of the Company or its subsidiaries named on the signature pages hereto or who may become a party to this Agreement pursuant to Section 11.5 (collectively, the “Management Shareholders”), the other Persons that executed and delivered to the Company on or prior to the date hereof a Subscription Agreement and became members of the Company as of the Closing (the “Subscribing Shareholders”) and any other Person who may become a party to this Agreement pursuant to Section 11.5 (together with the Subscribing Shareholders and the Management Shareholders, the “Shareholders”). Capitalized terms used herein without definition are defined in Section 10.
THIRD POINT REINSURANCE LTD. AGREEMENT AMONG MEMBERSAgreement Among Members • May 14th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
THIS AGREEMENT AMONG MEMBERS (this “Agreement”) dated as of December 22, 2011, is by and among Third Point Reinsurance Ltd., a Bermuda corporation (the “Company”), each of the undersigned and any other Person that may hereafter become a party hereto in the capacity of a member of the Company in accordance with the terms and provisions of this Agreement (all such parties other than the Company, collectively, the “Members” and each, a “Member”).
Third Point Reinsurance Limited Restricted Share Award AgreementRestricted Share Award Agreement • May 14th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
This RESTRICTED SHARE AWARD AGREEMENT, dated as of , 2012, is entered into by and between Third Point Reinsurance Limited, a Bermuda corporation (the “Company”), and the Employee whose name appears on the signature page hereof (the “Employee”). Capitalized terms used herein without definition shall have the meanings given to such terms in Section 14.
