Subscription AgreementSubscription Agreement • July 15th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
SUBSCRIPTION AGREEMENT (this “Agreement”) by and between Third Point Reinsurance Ltd., 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 • July 15th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
THIS EMPLOYMENT AGREEMENT, dated as of January 23, 2012 (this “Agreement”), is entered into by and between Third Point Reinsurance Limited, a Bermuda corporation (the “Company”), and Daniel Victor Malloy III (the “Executive”).
ContractWarrant Agreement • July 15th, 2013 • Third Point Reinsurance Ltd. • 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 Company Ltd. Dated December 22, 2011Trademark License Agreement • July 15th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
TRADEMARK LICENSE AGREEMENT, dated December 22, 2011 (this “Agreement”), between Third Point LLC, a Delaware limited liability company (“Licensor”), and Third Point Reinsurance Company 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 therewithReinsurance Contract • July 15th, 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.
FOUNDERS AGREEMENTFounders Agreement • July 15th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
THIS FOUNDERS AGREEMENT (this “Agreement”) dated as of December 22, 2011, is by and among Third Point Reinsurance Company Ltd., a Bermuda Class 4 insurance company (the “Company” and together with any Participant who joins this Agreement as a “Payor”, the “Payors” and each, a “Payor”), KEP TP Bermuda Ltd. and KIA TP Bermuda Ltd. (collectively, “Kelso Bermuda”), Pine Brook LVR, L.P. (“Pine Brook”), P RE Opportunities Ltd. (“PROL”), Dowling Capital Partners I, L.P. (“Dowling” and together with Kelso Bermuda, Pine Brook and PROL the “Founders” and together with the Company, the “Parties”). Capitalized terms used and not defined herein shall have the meaning given to such terms in the joint venture and investment management agreement dated the date hereof by and among the Company, Holdco, Third Point LLC and Third Point Advisors LLC (the “JV/IMA”).
JOINT VENTURE AND INVESTMENT MANAGEMENT AGREEMENT by and among THIRD POINT REINSURANCE COMPANY LTD., THIRD POINT REINSURANCE LTD., THIRD POINT LLC and THIRD POINT ADVISORS LLC DATED AS OF DECEMBER 22, 2011Joint Venture and Investment Management Agreement • July 15th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
THIS JOINT VENTURE AND INVESTMENT MANAGEMENT AGREEMENT (as amended from time to time, the “Agreement”) is made as of this 22nd day of December, 2011 by and among Third Point Reinsurance Company Ltd., a Bermuda Class 4 insurance company (“TP Re”), Third Point Reinsurance Ltd., a Bermuda corporation and the direct parent of TP Re (“Holdco”), Third Point Advisors LLC, a Delaware limited liability company (“TP GP”), and Third Point LLC, a Delaware limited liability company (“Third Point” and together with TP Re, TP GP and Holdco, the “Parties”);
SHAREHOLDERS AGREEMENTShareholders Agreement • July 15th, 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
Third Point Reinsurance Limited Nonqualified Share Option AgreementNonqualified Share Option Agreement • July 15th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
This NONQUALIFIED SHARE OPTION AGREEMENT, dated as of , 2012 (this “Agreement”), is entered into by and between Third Point Reinsurance Limited, a Bermuda corporation (the “Company”), and the Participant whose name appears on the signature page hereof (the “Participant”), pursuant to the Third Point Reinsurance Limited Share Incentive Plan, as in effect and as amended from time to time (the “Plan”). Capitalized terms that are not defined herein shall have the meanings given to such terms in the Plan.
