AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • February 27th, 2015 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
WHITE MOUNTAINS ADVISORS LLC, a Delaware limited liability company (the “Advisor”), having an address at 200 Hubbard Road, Guilford, Connecticut 06437, and OneBeacon Insurance Group, Ltd. , an exempted limited liability company organized under the laws of Bermuda (the “Client”), having an address at 601 Carlson Parkway, Suite 600, Minnetonka, Minnesota 55305, and each affiliate company of the Client listed on Schedule B, and each having an address of 601 Carlson Parkway, Suite 600, Minnetonka, Minnesota 55305, or which hereinafter becomes a party to this Agreement (each, an “Affiliated Company”, and collectively, the “Affiliated Companies”), hereby enter into this Investment Management Agreement (this “Agreement”), dated as of December 23, 2014, and hereby agree that the Advisor shall act as discretionary advisor with respect to certain assets of the Client and the Affiliated Companies described below (the “Investment Account”) on the following terms and conditions:
AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 27th, 2015 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
This Amendment No. 4 (this “Amendment”), dated as of November 3, 2014, is made among OneBeacon Insurance Group LLC (“Seller”), Trebuchet US Holdings, Inc. (“Purchaser”), OneBeacon Insurance Group, Ltd. (“Seller Parent”) and Armour Group Holdings Limited (“Purchaser Parent”). Capitalized terms used but not defined in this Amendment have the meanings set forth in the Agreement (as defined below).
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 27th, 2015 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
This Amendment No. 1 (this “Amendment”), dated as of February 1, 2013, is made among OneBeacon Insurance Group LLC (“Seller”), Trebuchet US Holdings, Inc. (“Purchaser”), OneBeacon Insurance Group, Ltd. (“Seller Parent”) and Armour Group Holdings Limited (“Purchaser Parent”). Capitalized terms used but not defined in this Amendment have the meanings set forth in the Agreement (as defined below).
PROSPECTOR PARTNERS AND ONEBEACON INSURANCE GROUP, LTD. AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • February 27th, 2015 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance • New York
PROSPECTOR PARTNERS, LLC, a Delaware limited liability company (the "Adviser"), having an address at 370 Church Street, Guilford, Connecticut 06437, and OneBeacon Insurance Group, Ltd., a Bermuda Corporation ("OneBeacon"), having an address at Bank of Butterfield Building, 42 Reid Street, Hamilton HM 12, Bermuda, hereby enter into this Amended and Restated Investment Management Agreement, dated as of February 25, 2015 (this "Agreement"), and hereby agree that the Adviser shall act as discretionary adviser with respect to the specified assets of each subsidiary of OneBeacon identified on Schedule A (each, a "Client") to this Agreement as such schedule may be amended from time to time to add new subsidiaries as Clients on the following terms and conditions:
JOINDER TO REGISTRATION RIGHTS AGREEMENTJoinder Agreement • February 27th, 2015 • OneBeacon Insurance Group, Ltd. • Fire, marine & casualty insurance
This Joinder Agreement (this “Joinder Agreement”) is made as of the date written below by the undersigned (the “Joining Party”) in accordance with the Registration Rights Agreement dated as of November 14, 2006 (the “Registration Rights Agreement”) among OneBeacon Insurance Group, Ltd., a Bermuda exempted limited liability company, and White Mountains Insurance Group, Ltd., a Bermuda exempted limited Liability company, as may be amended from time to time. Capitalized terms used, but not defined, herein shall have the meaning ascribed to such terms in the Registration Rights Agreement.
