FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2020 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
REGISTRATION RIGHTS AGREEMENT, dated as of [●], 2020 (the “Agreement”), by and among [●], a Bermuda exempted company limited by shares (formerly known as Third Point Reinsurance Ltd., the “Company”), and CM Bermuda Ltd., a Bermuda holding company (“CM Bermuda”) (together with its successors and assigns, the “Investor”). The Investor and any other party that may become a party hereto in accordance with Section 9(d) are referred to collectively as the “Shareholders” and individually each as a “Shareholder”.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • August 10th, 2020 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of [●], is by and among [SiriusPoint Ltd.], a Bermuda exempted company limited by shares (the “Company”), CM Bermuda Ltd, a Bermuda exempted company limited by shares (the “Investor”), and any other Person that may hereafter become party hereto in the capacity as a shareholder of the Company in accordance with the terms and provisions of this Agreement (all such parties other than the Company, collectively, the “Investors” and each, an “Investor”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 10th, 2020 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 6, 2020, by and among CM Bermuda Limited, a Bermuda exempted company limited by shares (the “Shareholder”), CMIG International Holding Pte. Ltd., a Singapore incorporated company (“CMIG International”), Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the “Company”), and Third Point Reinsurance Ltd., a Bermuda exempted company limited by shares (“Parent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 10th, 2020 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 6, 2020, by and among Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the “Company”), Third Point Reinsurance Ltd., a Bermuda exempted company limited by shares (“Parent”), and each of the persons set forth on Annex A hereto (each, a “Shareholder”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
Third Amended and Restated Exempted Limited Partnership Agreement of Third Point Enhanced LP Dated August 6, 2020Exempted Limited Partnership Agreement • August 10th, 2020 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 10th, 2020 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of August 6, 2020, by and among Daniel S. Loeb, The 2010 Loeb Family Trust, Third Point Advisors LLC, Third Point Opportunities Master Fund L.P. and the 2011 Loeb Family GST Trust (collectively, the “Shareholder”), Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the “Company”), and Third Point Reinsurance Ltd., a Bermuda exempted company limited by shares (“Parent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement (as defined below).
FORM OF UPSIDE RIGHTUpside Right • August 10th, 2020 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
FOR VALUE RECEIVED, the undersigned, [SiriusPoint Ltd.], a Bermuda exempted company limited by shares (formerly known as Third Point Reinsurance Ltd., the “Company”), hereby unconditionally promises to pay to [●]2 (the “Holder”), in the manner set forth in Section 5, the aggregate principal amount of $[●], in the amount, at the times, in the manner and subject to the terms and conditions set forth in this Upside Right (this “Upside Right”). This Upside Right is issued in accordance with that certain Agreement and Plan of Merger, dated as of August 6, 2020, by and among Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares, the Company and Yoga Merger Sub Limited (the “Merger Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Merger Agreement.
August 6, 2020 CONFIDENTIALEquity Financing Commitment • August 10th, 2020 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
Reference is made to the Agreement and Plan of Merger attached hereto as Annex I (the “Merger Agreement”), dated as of the date hereof, by and among Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (“Company”), Third Point Reinsurance Ltd., a Bermuda exempted company limited by shares, and Yoga Merger Sub Limited, a Bermuda exempted company limited by shares and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein without definition shall have the meanings given to them in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER By and Among SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., THIRD POINT REINSURANCE LTD. and YOGA MERGER SUB LIMITED Dated as of August 6, 2020Merger Agreement • August 10th, 2020 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
