FIDELIS INSURANCE HOLDINGS LIMITED [ ● ] Common Shares Underwriting AgreementUnderwriting Agreement • June 20th, 2023 • Fidelis Insurance Holdings LTD • Fire, marine & casualty insurance • New York
Fidelis Insurance Holdings Limited, an exempted company organized under the laws of Bermuda (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ● ] common shares, par value $0.01 per share, of the Company, and certain shareholders of the Company listed in Schedule 2 hereto (the “Selling Shareholders”) propose to sell to the several Underwriters an aggregate of [ ● ] common shares of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Shareholders propose to sell, at the option of the Underwriters, up to an additional [ ● ] common shares of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The common shares of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
Dated 23 July 2022 COOPERATION AGREEMENT relating to PROJECT COOPER between THE INVESTORS TOPCO MIDCO BIDCO MERGER SUB MGA HOLDCO MANAGEMENT SELLER REPRESENTATIVE and FIHLCooperation Agreement • June 20th, 2023 • Fidelis Insurance Holdings LTD • Fire, marine & casualty insurance
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
FIDELIS INSURANCE HOLDINGS LIMITED AMENDED AND RESTATED COMMON SHAREHOLDERS AGREEMENT June 16, 2023Common Shareholders Agreement • June 20th, 2023 • Fidelis Insurance Holdings LTD • Fire, marine & casualty insurance • New York
This AMENDED AND RESTATED COMMON SHAREHOLDERS AGREEMENT (this “Agreement”) is made as of June 16, 2023, by and among, Fidelis Insurance Holdings Limited, a Bermuda exempted company with limited liability (the “Company”), Crestview FIHL Holdings, L.P., a Cayman Islands limited partnership, Crestview FIHL TE Holdings, Ltd, a Cayman Islands limited company, Crestview IV FIHL Holdings, L.P., a Cayman Islands limited partnership and Crestview IV FIHL TE Holdings LLC, a Cayman Islands limited liability company (collectively, “Crestview”), CVC Falcon Holdings Limited, a Jersey limited liability company (“CVC”), Pine Brook Feal Intermediate, L.P., a Cayman Islands limited partnership (“Pine Brook,” and together with Crestview and CVC, the “Principal Shareholders,” and each individually, a “Principal Shareholder”) and Shelf Holdco II Limited (“MGU HoldCo,” and together with the Principal Shareholders, the “Shareholders” and each individually, a “Shareholder”).
INDEMNIFICATION AGREEMENT FIDELIS INSURANCE HOLDINGS LIMITEDIndemnification Agreement • June 20th, 2023 • Fidelis Insurance Holdings LTD • Fire, marine & casualty insurance • New York
This Indemnification Agreement (this “Agreement”), made and entered into as of ________________, 2023, by and between Fidelis Insurance Holdings Limited, a Bermuda exempted company with limited liability (the “Company”), and ___________________ (“Indemnitee”).
