VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 26th, 2021 • Kelso Investment Associates X, L.P. • Fire, marine & casualty insurance • Delaware
VOTING AND SUPPORT AGREEMENT, dated as of February 16, 2021 (this “Agreement”), is made and entered into by and between WATFORD HOLDINGS LTD., a Bermuda exempted company (the “Company”), and THE UNDERSIGNED SHAREHOLDERS (collectively, the “Shareholders” and each, a “Shareholder”) of the Company. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
Joint Filing AgreementJoint Filing Agreement • July 7th, 2021 • Kelso Investment Associates X, L.P. • Fire, marine & casualty insurance
The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
Greysbridge Holdings Ltd. c/o Arch Capital Group Ltd. Waterloo House, Ground Floor 100 Pitts Bay Road Pembroke HM 08, Bermuda Ladies and Gentlemen:Kelso Investment Associates X, L.P. • February 26th, 2021 • Fire, marine & casualty insurance • Delaware
Reference is made to (x) the Agreement and Plan of Merger, dated as of October 9, 2020, by and among Arch Capital Group Ltd., a Bermuda exempted company limited by shares (“Parent”), Greysbridge Ltd., a Bermuda exempted company limited by shares and a wholly owned subsidiary of Parent (“Merger Sub”) and Watford Holdings Ltd., a Bermuda exempted company limited by shares (the “Company”), as amended by Amendment No. 1 on November 2, 2020, and as assigned on November 2, 2020 by Parent to Greysbridge Holdings Ltd., a Bermuda exempted company limited by shares (“NewCo”, and the merger agreement, as it may be further amended or modified from time to time, the “Merger Agreement”) and (y) the Amended and Restated Interim Investors Agreement, dated as of the date hereof (as amended from time to time, the “Interim Investors Agreement”), by and among NewCo and each of the Investors named therein. Capitalized terms used and not defined herein, but defined in the Merger Agreement shall have the mea
