Third Point Reinsurance Ltd. Sample Contracts

SIRIUSPOINT LTD., ISSUER AND THE BANK OF NEW YORK MELLON, TRUSTEE INDENTURE DATED AS OF PROVIDING FOR ISSUANCE OF DEBT SECURITIES IN SERIES
SiriusPoint LTD • May 7th, 2021 • Fire, marine & casualty insurance • New York

INDENTURE, dated as of , between SiriusPoint Ltd., a Bermuda exempted company limited by shares, and The Bank of New York Mellon, not in its individual capacity but solely in its capacity as trustee hereunder (together with its successors and assigns in such capacity, the “Trustee”).

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THIRD POINT REINSURANCE LTD. [•] Common Shares UNDERWRITING AGREEMENT
Underwriting Agreement • August 5th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York
Subscription Agreement
Subscription Agreement • July 15th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York

SUBSCRIPTION AGREEMENT (this “Agreement”) by and between Third Point Reinsurance Ltd., a Bermuda corporation (the “Company”), and the undersigned (the “Subscriber”), dated as of the date set forth on the Subscriber’s signature page to this Agreement. The Subscriber understands that the offering is being made without registration of the Securities (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”), or any securities law of any state of the United States or of any other jurisdiction, and is being made only to “accredited investors” (as defined in Rule 501 of Regulation D under the Securities Act).

EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2021 • SiriusPoint LTD • Fire, marine & casualty insurance • New York

THIS EMPLOYMENT AGREEMENT, dated as of November 3, 2020 (this “Agreement”), is entered into by and between Third Point Reinsurance Limited, a Bermuda exempted company limited by shares (the “Company”), and Ming Zhang (the “Executive”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 26th, 2021 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York

REGISTRATION RIGHTS AGREEMENT, dated as of February 26, 2021 (the “Agreement”), by and among SiriusPoint Ltd., a Bermuda exempted company limited by shares (formerly known as Third Point Reinsurance Ltd., the “Company”), and CM Bermuda Limited, 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”.

Contract
Third Point Reinsurance Ltd. • July 15th, 2013 • Fire, marine & casualty insurance

THIS WARRANT AND ANY SECURITIES ACQUIRED UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT, SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND THE SECURITIES LAWS OF ANY APPLICABLE STATE.

TRADEMARK LICENSE AGREEMENT between Third Point LLC and Third Point Reinsurance Company Ltd. Dated December 22, 2011
Trademark License Agreement • July 15th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York

TRADEMARK LICENSE AGREEMENT, dated December 22, 2011 (this “Agreement”), between Third Point LLC, a Delaware limited liability company (“Licensor”), and Third Point Reinsurance Company Ltd., a Bermuda Class 4 insurance company (“Licensee”, and together with Licensor, the “Parties”).

Contract
Contingent Value Rights Agreement • February 26th, 2021 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance
AMENDED AND RESTATED JOINT VENTURE AND INVESTMENT MANAGEMENT AGREEMENT by and among THIRD POINT REINSURANCE COMPANY LTD., THIRD POINT REINSURANCE LTD., THIRD POINT LLC and
Investment Management Agreement • June 28th, 2016 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York

THIS AMENDED AND RESTATED JOINT VENTURE AND INVESTMENT MANAGEMENT AGREEMENT (as amended from time to time, this “Agreement”) is made as of this 22nd day of June, 2016 by and among Third Point Reinsurance Company Ltd., a Bermuda Class 4 insurance company (“TP Re”), Third Point Reinsurance Ltd., a Bermuda corporation and the direct parent of TP Re (“Holdco”), Third Point Advisors LLC, a Delaware limited liability company (“TP GP”), and Third Point LLC, a Delaware limited liability company (“Third Point”) and those Persons who may hereafter be admitted as Participants in accordance with the provisions hereof. This Agreement shall be effective as of December 22, 2016 (the “Effective Date”).

UNDERWRITING AGREEMENT
Underwriting Agreement • February 27th, 2015 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York

Third Point Re (USA) Holdings Inc., a Delaware corporation (the “Issuer”), 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”), $115,000,000 aggregate principal amount of its 7.00% Senior Notes due 2025 (the “Notes”). The Notes are to be issued under an indenture to be dated as of February 13, 2015 (the “Base Indenture”), by and among the Issuer, Third Point Reinsurance Ltd., a Bermuda exempted company (the “Guarantor”), and The Bank of New York Mellon, as Trustee (the “Trustee”), as supplemented by a First Supplemental Indenture thereto, to be dated as of February 13, 2015, by and among the Issuer, the Guarantor and the Trustee (the “Supplemental Indenture,” and, together with the Base Indenture, the “Indenture”).

INVESTOR RIGHTS AGREEMENT
Investor Rights Agreement • February 26th, 2021 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance

THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of February 26, 2021, is by and among SiriusPoint Ltd., a Bermuda exempted company limited by shares (the “Company”), CM Bermuda Limited, 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”).

WARRANT AGREEMENT Dated as of [●]
Warrant Agreement • August 10th, 2020 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York

THIS WARRANT IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE OF A DEPOSITARY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR COMMON SHARES, THIS WARRANT MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY.

LOSS PORTFOLIO TRANSFER REINSURANCE AND RETROCESSION AGREEMENT BY AND BETWEEN SIRIUSPOINT INTERNATIONAL FÖRSÄKRINGSAKTIEBOLAG (PUBL) AND PALLAS REINSURANCE COMPANY LTD. DATED AS OF JUNE 30, 2023
Loss Portfolio Transfer Reinsurance and Retrocession Agreement • August 2nd, 2023 • SiriusPoint LTD • Fire, marine & casualty insurance • New York

NOTE: CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT BOTH (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

AMENDED AND RESTATED COLLATERAL ASSETS INVESTMENT MANAGEMENT AGREEMENT
Collateral Assets Investment Management Agreement • May 28th, 2019 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York

THIS AMENDED AND RESTATED COLLATERAL ASSETS INVESTMENT MANAGEMENT AGREEMENT (this “Agreement”) is entered into as of May 24, 2019, and amends and restates the Collateral Assets Investment Management Agreement entered into as of July 31, 2018, effective on August 31, 2018 (the “Original Agreement”), between Third Point LLC (the “Investment Manager”), Third Point Reinsurance Company Ltd., a Bermuda Class 4 insurance company (“TP Re Bermuda”), and Third Point Reinsurance (USA) Ltd., a Bermuda Class 4 insurance company (“TP Re USA,” and together with TP Re Bermuda, the “Client”). All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Partnership Agreement (as defined below).

VOTING AND SUPPORT AGREEMENT
Voting 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 AGREEMENT
Voting 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).

NET RETAINED LINES QUOTA SHARE REINSURANCE CONTRACT issued to NARRAGANSETT BAY INSURANCE COMPANY Pawtucket, Rhode Island including any and/or all companies that are or may hereafter become affiliated therewith
Interests and Liabilities Agreement • July 15th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • Rhode Island

This Contract is to indemnify the Company in respect of the liability that may accrue to the Company as a result of loss or losses under Policies classified by the Company as Property and Homeowners Section II, in force at the inception of this Contract, or written or renewed during the term of this Contract by or on behalf of the Company, subject to the terms and conditions herein contained.

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • May 10th, 2021 • SiriusPoint LTD • Fire, marine & casualty insurance • New York

This SEPARATION AGREEMENT AND RELEASE (the “Agreement”), dated as of January 20, 2021, is entered into by and between Third Point Reinsurance Ltd., a Bermuda corporation (the “Company”), and Christopher S. Coleman (the “Executive”). Reference is made to that certain Agreement and Plan of Merger, dated as of August 6, 2020, among Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares, the Company and Yoga Merger Sub Limited, a Bermuda exempted company limited by shares and a wholly owned subsidiary of Parent (the “Merger Agreement”).

Third Point Re (USA) Holdings Inc., as Issuer and Third Point Reinsurance Ltd., as Guarantor to The Bank of New York Mellon, as Trustee SENIOR INDENTURE Dated as of February 13, 2015
Third Point • February 13th, 2015 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York

This SENIOR INDENTURE, dated as of February 13, 2015, is entered into among Third Point Re (USA) Holdings Inc., a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), having its principal office at 51 JFK Parkway, First Floor West, Short Hills, New Jersey 07078, as issuer of the Securities hereunder, Third Point Reinsurance Ltd., a Bermuda exempted company and the indirect parent company of the Company (the “Guarantor”), having its principal office at The Waterfront, Chesney House, 96 Pitts Bay Road, Pembroke HM 08 Bermuda, as guarantor of the Securities hereunder, and The Bank of New York Mellon, a banking corporation duly organized and existing under the laws of the State of New York, as Trustee (the “Trustee”).

SIRIUSPOINT LTD. 2,480,000 8.00% Resettable Fixed Rate Preference Shares, Series B UNDERWRITING AGREEMENT
Underwriting Agreement • August 19th, 2021 • SiriusPoint LTD • Fire, marine & casualty insurance • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • May 10th, 2021 • SiriusPoint LTD • Fire, marine & casualty insurance • New York

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), dated as of February 15, 2021, is entered into by and between Third Point Reinsurance Ltd., a Bermuda exempted company limited by shares (the “Company”), which, following the Closing (as defined in the Merger Agreement), will be renamed SiriusPoint, Ltd. (“SP”), and Sid Sankaran (the “Executive”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (defined below). If the merger is not consummated in accordance with the terms of the Merger Agreement prior to January 1, 2022, the Executive shall not be required to commence employment with SP, and the Executive shall have no further obligation hereunder or otherwise to the Company or SP, except as to Section 7(a) of this Agreement.

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SECOND AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF THIRD POINT ENHANCED LP DATED FEBRUARY 28, 2019
Third Point Reinsurance Ltd. • February 28th, 2019 • Fire, marine & casualty insurance

THIS SECOND AMENDED AND RESTATED EXEMPTED LIMITED PARTNERSHIP AGREEMENT OF THIRD POINT ENHANCED LP, a Cayman Islands exempted limited partnership (the “Partnership”), is executed and delivered as a deed on February 28, 2019, effective as of January 1, 2019 (the “Effective Date”), by and among the undersigned Persons and shall hereafter govern the Partnership. Capitalized terms used in this Agreement and not otherwise defined therein are defined in Article I.

VOTING AND SUPPORT AGREEMENT
Voting 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).

SHAREHOLDERS AGREEMENT
Shareholders Agreement • July 15th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance

This Shareholders Agreement (as the same may be amended, modified or supplemented from time to time, this “Agreement”) is dated as of this 11th day of December, 2012 and entered into by and among (i) the shareholders of the Company whose names, addresses and equity interest in the Company appear from time to time on Schedule I hereto (together, the “Investors”), including Third Point Reinsurance Ltd., a Bermuda exempted company incorporated under the laws of Bermuda with its registered office at The Waterfront, Chesney House, 96 Pitt’s Bay Road, Pembroke HM 08, Bermuda (“Third Point Re”), and Hiscox Insurance Company (Bermuda) Limited, a Bermuda exempted company incorporated under the laws of Bermuda with its registered office at 4th Floor Wessex House, 45 Reid Street, Hamilton HM 12, Bermuda (“Hiscox”), and (ii) Third Point Reinsurance Investment Management Ltd., a Bermuda exempted company incorporated under the laws of Bermuda with its registered office at The Waterfront, Chesney Hou

AMENDMENT No. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • February 28th, 2020 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance

THIS AMENDMENT No. 1 TO EMPLOYMENT AGREEMENT (“Amendment No. 1”), is entered into as of April 1, 2019 (the “Effective Date”, by and between Third Point Reinsurance (USA) Ltd., a Bermuda company (the “Company”), and David Govrin (the “Executive”).

DATED: April 6, 2022 SIRIUSPOINT LTD. and DANIEL MALLOY
Daniel Malloy Settlement Agreement • April 7th, 2022 • SiriusPoint LTD • Fire, marine & casualty insurance

(A)The Employee has served in various roles for the Company (including its predecessor Third Point Reinsurance Ltd.), including most recently as President, Global Distribution and Head of Runoff, pursuant to a contract of employment dated January 23, 2012, and Statement of Employment dated 18 August 2021, as subsequently amended from time to time (together the Contract of Employment).

AMENDMENT No. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • August 5th, 2016 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance

THIS AMENDMENT No. 2 TO EMPLOYMENT AGREEMENT (“Amendment No. 2”), is entered into as of May 4, 2016, by and between Third Point Reinsurance Ltd., a Bermuda company (the “Company”), and Daniel Victor Malloy III (the “Executive”).

Re: Termination of Joint Venture and Investment Management Agreement
Third Point • July 31st, 2018 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York

This letter agreement (this “Letter Agreement”) confirms our agreement to terminate the Amended and Restated Joint Venture and Investment Management Agreement, dated June 22, 2016 (the “JV Agreement”), by and among Third Point Re (USA) Holdings Inc., Third Point Reinsurance (USA) Ltd. (“TP Re USA”), Third Point LLC (“Third Point”) and Third Point Advisors L.L.C. (“TP GP”). Capitalized terms used but not defined herein shall have the meanings given to such terms in the JV Agreement.

RESIGNATION AGREEMENT AND RELEASE
Resignation Agreement and Release • February 26th, 2016 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York

This RESIGNATION AGREEMENT AND RELEASE (the “Agreement”), dated as of May 1, 2015, is entered into by and between Third Point Reinsurance Limited, a Bermuda corporation (the “Company”), and Tonya L. Marshall (the “Executive”).

Warrant Subscription Agreement
Warrant Subscription Agreement • May 14th, 2013 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance • New York

THIS WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”), dated as of December 22, 2011, by and among Third Point Reinsurance Ltd., a Bermuda corporation (the “Company”), and each of the undersigned (the “Subscribers” and each, a “Subscriber”). Each Subscriber understands that the offering is being made without registration of the Warrants (as defined below) under the Securities Act of 1933, as amended (the “Securities Act”), or any securities law of any state of the United States or of any other jurisdiction, and is being made only to “accredited investors” (as defined in Rule 501 of Regulation D under the Securities Act). Capitalized terms used in this Agreement and not defined shall have the meaning given to such terms in the Agreement Among Members dated the date hereof among the Company and the other members party thereto (the “Agreement Among Members”).

Stuart Liddell Via Email March 25, 2021 Dear Stuart, Offer and Position
Employee Restrictive Covenant Agreement • February 24th, 2023 • SiriusPoint LTD • Fire, marine & casualty insurance • England

We are pleased to offer you the position of Global President of A&H of SiriusPoint Ltd, employed by Sirius International Insurance Corporation (the “Company”), subject to the following revised terms and conditions set forth in this offer letter agreement (the “Offer Letter”).

Third Point Reinsurance Ltd. Point House
Third Point Reinsurance Ltd. • November 5th, 2020 • Fire, marine & casualty insurance

We are pleased to offer you the position of Chief Operating Officer of Third Point Reinsurance Ltd. (the “Company”) on the terms outlined in this offer letter below. Reference is made below to that Agreement and Plan of Merger, dated as of August 6, 2020, among the Company, Sirius International Insurance Group, Ltd. and Yoga Merger Sub Limited (the “Merger Agreement”).

FIRST SUPPLEMENTAL INDENTURE
Supplemental Indenture • May 27th, 2021 • SiriusPoint LTD • Fire, marine & casualty insurance • New York

Supplemental Indenture (this “Supplemental Indenture”), dated as of May 27, 2021, among Sirius International Group, Ltd., a Bermuda exempted company, as issuer (the “Issuer”), SiriusPoint Ltd., a Bermuda exempted company, as new issuer (the “New Issuer”), The Bank of New York Mellon, as trustee under the Indenture referred to below (the “Trustee”), and The Bank of New York Mellon, London Branch, as paying agent and calculation agent under the Indenture (collectively, the “Parties”).

AMENDMENT No. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • February 27th, 2015 • Third Point Reinsurance Ltd. • Fire, marine & casualty insurance

THIS AMENDMENT No. 1 TO EMPLOYMENT AGREEMENT (“Amendment No. 1”), is entered into as of November 10, 2014, by and between Third Point Reinsurance Ltd., a Bermuda company (the “Company”), and J. Robert Bredahl (the “Executive”).

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