0001193125-10-047442 Sample Contracts

FORM OF COMPANY SHAREHOLDER VOTING AGREEMENT
Company Shareholder Voting Agreement • March 4th, 2010 • Max Capital Group Ltd. • Fire, marine & casualty insurance • New York

This Company Shareholder Voting Agreement (this “Agreement”), dated as of March 3, 2010, is entered into by and among Max Capital Group Ltd., a Bermuda company (“Parent”), and each of the shareholders of Harbor Point Limited, a Bermuda company (the “Company”), listed on Schedule A attached hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Plan of Amalgamation (as defined below).

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FORM OF PARENT LOCK-UP AGREEMENT March 3, 2010
Up Agreement • March 4th, 2010 • Max Capital Group Ltd. • Fire, marine & casualty insurance
FORM OF PARENT SHAREHOLDER VOTING AGREEMENT
Parent Shareholder Voting Agreement • March 4th, 2010 • Max Capital Group Ltd. • Fire, marine & casualty insurance • New York

This Parent Shareholder Voting Agreement (this “Agreement”), dated as of March 3, 2010, is entered into by and among Harbor Point Limited, a Bermuda company (the “Company”), and each of the shareholders of Max Capital Group Ltd., a Bermuda company (the “Parent”), listed on Schedule A attached hereto (each, a “Shareholder” and, collectively, the “Shareholders”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Plan of Amalgamation (as defined below).

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