EXCHANGE AGREEMENTExchange Agreement • December 11th, 2014 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance
(the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is exchanging Existing Notes (as defined below) hereunder, a “Holder”), enters into this Exchange Agreement (the “Agreement”) with AmTrust Financial Services, Inc., a Delaware corporation (the “Company”), on December , 2014 whereby the Holders will exchange (the “Exchange”) the Company’s 5.50% Convertible Senior Notes due 2021 (the “Existing Notes”) for (i) the Company’s new 2.75% Convertible Senior Notes due 2044 (the “New Notes”) that will be issued pursuant to the provisions of an Indenture dated as of December 21, 2011, as supplemented by the Fourth Supplemental Indenture thereto dated as of December , 2014 in the form of Exhibit B hereto by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Indenture”) and (ii) a nu
PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • December 11th, 2014 • Amtrust Financial Services, Inc. • Fire, marine & casualty insurance
(the “Undersigned”), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (“Accounts”) for whom the Undersigned holds contractual and investment authority (each Account, as well as the Undersigned if it is acquiring Purchased Notes (as defined below) hereunder, a “Purchaser”), enters into this Private Placement Purchase Agreement (the “Agreement”) with AmTrust Financial Services, Inc., a Delaware corporation (the “Company”), on December , 2014 whereby the Purchaser will purchase (the “Purchase”) the Company’s 2.75% Convertible Senior Notes due 2044 (the “Notes”) that will be issued pursuant to the provisions of an Indenture dated as of December 21, 2011 as supplemented by the Fourth Supplemental Indenture thereto dated as of December , 2014 (the “Indenture”) in the form of Exhibit B hereto by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
