MASTER TRANSACTION AGREEMENT among CANOPIUS GROUP LIMITED, CANOPIUS HOLDINGS BERMUDA LTD., CANOPIUS MERGERCO, INC. and TOWER GROUP, INC. Dated as of April 25, 2012Master Transaction Agreement • April 25th, 2012 • Tower Group, Inc. • Fire, marine & casualty insurance • New York
This MASTER TRANSACTION AGREEMENT (this “Agreement”), dated as of April 25, 2012, is made by and entered into among Canopius Group Limited, a Guernsey limited company (“Parent”), Canopius Holdings Bermuda Ltd., a Bermuda limited company and a wholly owned Subsidiary of Parent (“Bermuda Holdco”), Canopius Mergerco, Inc., a Delaware corporation and wholly owned Subsidiary of Bermuda Holdco (“Delaware Holdco”) and Tower Group, Inc., a Delaware corporation (“Investor”).
The Eagle Investor The Bregal Fund I Investors The Bregal Fund II Investors The Bregal Fund III Investor The Principal Executive Investors The Company Investment and Shareholders’ Agreement in respect of Canopius Group LimitedTower Group, Inc. • April 25th, 2012 • Fire, marine & casualty insurance • England
