FORM OF CONTINGENT VALUE RIGHTS AGREEMENT By and Between Third Point Reinsurance Ltd. and [RIGHTS AGENT] Dated as of [●]Contingent Value Rights Agreement • August 10th, 2020 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●] (this “CVR Agreement”), by and between Third Point Reinsurance Ltd., a Bermuda exempted company limited by shares (the “Company”), and [●], as rights agent (the “Rights Agent”), in favor of each person who from time to time holds one or more Contingent Value Rights (the “CVRs” and, each individually, a “CVR”) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.
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, 2020Agreement and Plan of Merger • August 10th, 2020 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of August 6, 2020, 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 Yoga Merger Sub Limited, a Bermuda exempted company limited by shares and a wholly owned Subsidiary of Parent (“Merger Sub”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • August 10th, 2020 • Sirius International Insurance Group, 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).
CMIG International Holdings Pte. Ltd. Cannon’s Court Hamilton, HM12, BermudaMatters Letter Agreement • August 10th, 2020 • Sirius International Insurance Group, Ltd. • Fire, marine & casualty insurance
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof, 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 Yoga Merger Sub Limited, a Bermuda exempted company and a wholly owned subsidiary of Parent (the “Merger Agreement”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement.
FORM OF UPSIDE RIGHTSirius International Insurance Group, Ltd. • August 10th, 2020 • 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.
