ContractWarrant Agreement • November 6th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 6th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 5, 2018, is made and entered into by and among SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., a Bermuda exempted company (the “Company”), CM BERMUDA LTD., an exempted Bermuda limited liability company (“CMB”), and EASTERLY ACQUISITION SPONSOR, LLC, a Delaware limited liability company (“Easterly Sponsor”; Easterly Sponsor, CMB and any Person who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, so long as each such Person holds any Registrable Securities (as defined below), a “Holder” and collectively the “Holders”).
REDEMPTION AGREEMENTRedemption Agreement • November 6th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance
This REDEMPTION AGREEMENT (this “Agreement”) is made as of November 2, 2018 by and between Sirius International Insurance Group, Ltd., a Bermuda exempted company (“Sirius”) and CM Bermuda Ltd., a Bermuda exempted company (“CMB”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
SHAREHOLDERS AGREEMENTShareholders Agreement • November 6th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
THIS SHAREHOLDERS AGREEMENT (this “Agreement”), is made as of the 5th day of November, 2018, by and among Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the “Company”), CM Bermuda Ltd., a Bermuda holding company (“CM Bermuda”), Gallatin Point Capital Partners LP, a Delaware limited partnership, Gallatin Point Capital Partners Parallel-A LP, a Delaware limited partnership, GPC-INS Partners LP, a Delaware limited partnership, and GPC-BR (Canis) LP, a Delaware limited partnership (collectively, “Gallatin”), CCOF Master, L.P., a Delaware limited partnership (“Carlyle”), Centerbridge Credit Partners Master, LP, a Delaware limited partnership, and Centerbridge Special Credit Partners III, LP, a Delaware limited partnership (collectively, “Centerbridge”), and Bain Capital Special Situations Asia, L.P., a Cayman Islands limited partnership (“Bain” and, together with Gallatin, Carlyle and Centerbridge, the “Initial Holders”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • November 6th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of November 5, 2018, by and among Easterly Acquisition Corp., a Delaware corporation (the “Company”), Sirius International Insurance Group, Ltd., a Bermuda exempted company (“Sirius”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Warrant Agent”).
REDEMPTION AGREEMENTRedemption Agreement • November 6th, 2018 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
This REDEMPTION AGREEMENT (this “Agreement”) is made as of July 14, 2018 by and between Sirius International Insurance Group, Ltd., a Bermuda exempted company (“Sirius”), IMG Acquisition Holdings, LLC, a Delaware limited liability company (“IMGAH”), and Sirius Acquisitions Holding Company II (“SAHC”). Capitalized terms used but not defined herein shall have the meaning assigned to them in the Merger Agreement (as defined below).
