0001169232-08-002209 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 29th, 2008 • Stewart W P & Co LTD • Security brokers, dealers & flotation companies • New York

This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of May 20, 2008, by and among W.P. Stewart & Co., Ltd., a Bermuda exempted company (“WPS”), and the Arrow Offshore, Ltd, a Cayman Islands exempted company (“Arrow Offshore”), Arrow Partners LP, a Delaware limited partnership (“Arrow Partners”), and Arrow Masters LP, a Delaware limited partnership (“Arrow Masters” and collectively with Arrow Offshore and Arrow Partners, “Investors”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Investment Agreement (as defined in the recitals below).

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INVESTMENT AGREEMENT between ARROW MASTERS LP, ARROW PARTNERS LP and ARROW OFFSHORE, LTD. and W.P. STEWART & CO., LTD. Dated as of May 20, 2008
Investment Agreement • May 29th, 2008 • Stewart W P & Co LTD • Security brokers, dealers & flotation companies • New York

INVESTMENT AGREEMENT, dated as of May 20, 2008 (this “Agreement”), between ARROW OFFSHORE, LTD, a Cayman Islands exempted company (“Arrow Offshore”), ARROW PARTNERS LP, a Delaware limited partnership (“Arrow Partners”), and ARROW MASTERS LP, a Delaware limited partnership (“Arrow Masters” and collectively with Arrow Offshore and Arrow Partners, “Purchasers”), and W.P. STEWART & CO., LTD., a Bermuda exempted Company (the “Company”).

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