AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • May 19th, 2010 • Flagstone Reinsurance Holdings, S.A. • Fire, marine & casualty insurance • New York
THIS AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT (this “Agreement”) of Flagstone Reinsurance Holdings, S.A., a Luxembourg company (the “Company”) amends, restates and replaces the Amended and Restated Shareholders’ Agreement (the “Prior Agreement”), dated as of November 15, 2006, between Flagstone Reinsurance Holdings Limited (the Bermuda predecessor to the Company) and the investors listed on Exhibit A thereto (the “Shareholders”), pursuant to Section 6.4 of the Prior Agreement which permits the Company to make the amendments contained herein.
ContractShare Purchase Warrant • May 19th, 2010 • Flagstone Reinsurance Holdings, S.A. • Fire, marine & casualty insurance • Luxembourg
NEITHER THIS WARRANT NOR THE SHARES OF FLAGSTONE REINSURANCE HOLDINGS, S.A. (THE “COMPANY”) ISSUABLE UPON EXERCISE THEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE REGISTERED HOLDER OF THIS WARRANT HAS AGREED THAT IT WILL NOT SELL, PLEDGE OR OTHERWISE TRANSFER THIS WARRANT EXCEPT TO AFFILIATES AND THAT NO SALE, PLEDGE OR OTHER TRANSFER OF THE SHARES ISSUABLE UPON EXERCISE HEREOF MAY BE MADE WITHOUT REGISTRATION UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS, UNLESS THE HOLDER SHALL DELIVER TO THE COMPANY AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO IT TO THE EFFECT THAT NO SUCH REGISTRATION IS REQUIRED.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • May 19th, 2010 • Flagstone Reinsurance Holdings, S.A. • Fire, marine & casualty insurance • New York
This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is dated as of May 17, 2010, among FLAGSTONE FINANCE S.A., a Luxembourg company (the “Company”), FLAGSTONE REINSURANCE HOLDINGS, S.A., a Luxembourg company (“Flagstone (Luxembourg)” or the “Successor Guarantor”) (as successor to FLAGSTONE REINSURANCE HOLDINGS LIMITED, a Bermuda company (“Flagstone (Bermuda)” or the “Guarantor”), and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as trustee under the indenture referred to below (the “Trustee”).
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • May 19th, 2010 • Flagstone Reinsurance Holdings, S.A. • Fire, marine & casualty insurance • New York
This FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”) is dated as of May 17, 2010, among FLAGSTONE REINSURANCE HOLDINGS, S.A., a Luxembourg company (the “Successor Company”) (as successor to FLAGSTONE REINSURANCE HOLDINGS LIMITED, a Bermuda company (the “Company”), the Company and THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION, successor in interest to JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as trustee under the Indenture referred to below (the “Trustee”).
