REGISTRATION RIGHTS AGREEMENT Dated as of December 17, 2014Registration Rights Agreement • March 12th, 2015 • James River Group Holdings, Ltd. • Fire, marine & casualty insurance • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 17, 2014, by and among (i) James River Group Holdings, Ltd., a Bermuda company (and any successors in interest thereto, the “Company”); (ii) (a) D. E. Shaw CH-SP Franklin, L.L.C., a Delaware limited liability company, D. E. Shaw CF-SP Franklin, L.L.C., a Delaware limited liability company, and D. E. Shaw Oculus Portfolios, L.L.C., a Delaware limited liability company (collectively, and together with the other members of their Investor Group, the “D. E. Shaw Investors”); and (b) The Goldman Sachs Group, Inc., a Delaware corporation, and Goldman Sachs JRVR Investors Offshore, L.P., a Cayman Islands exempted limited partnership, (collectively, and together with the other members of their Investor Group, the “GS Investors,” and, together with the D. E. Shaw Investors, the “Original Investors”); (iii) the persons identified as “Management Investors” on the signature pages hereto (the “Management Investors” and, together
JAMES RIVER GROUP HOLDINGS, LTD. Clarendon House Hamilton HM 11 BermudaJames River Group Holdings, Ltd. • March 12th, 2015 • Fire, marine & casualty insurance • North Carolina
The purpose of this letter (this “Agreement”) is to confirm that we have agreed to amend and restate as of the Effective Date (as hereinafter defined) our prior agreement with respect to the terms of your continued employment by James River Group Holdings, Ltd. (f/k/a Franklin Holdings (Bermuda), Ltd.), a Bermuda company (the “Parent Company”), and its subsidiary James River Group, Inc., a Delaware corporation (the “Company”) which prior agreement was effective October 1, 2012 (the “Prior Agreement”).
