STOCK PURCHASE AGREEMENT Among LONE TREE HOLDINGS LTD., SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., CM INTERNATIONAL HOLDING PTE. LTD. and CM BERMUDA LIMITED Dated as of July 24, 2015

Exhibit 10.1

 

 

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Among

LONE TREE HOLDINGS LTD.,

SIRIUS INTERNATIONAL INSURANCE GROUP, LTD.,

CM INTERNATIONAL HOLDING PTE. LTD.

and

CM BERMUDA LIMITED

Dated as of July 24, 2015

 

 

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TABLE OF CONTENTS

SECTION 1.01.	Purchase and Sale of the Shares	1
SECTION 1.02.	Closing Date	2
SECTION 1.03.	Transactions To Be Effected at the Closing	2
SECTION 1.04.	Final Determination of the Purchase Price	5
SECTION 1.05.	Settlement of Parent Covers	9
SECTION 1.06.	No Setoff	11
SECTION 1.07.	Withholding	11
SECTION 1.08.	Substitution	11

SECTION 2.01.	Organization, Standing and Power	11
SECTION 2.02.	Authority; Execution and Delivery; Enforceability	12
SECTION 2.03.	No Conflicts; Consents	12
SECTION 2.04.	Litigation	13
SECTION 2.05.	The Shares	13
SECTION 2.06.	Brokers	13
SECTION 2.07.	No Additional Representations and Warranties	13

SECTION 3.01.	Organization and Standing	14
SECTION 3.02.	Capital Stock of the Company and the Subsidiaries	14
SECTION 3.03.	Authority; Execution and Delivery; Enforceability	16
SECTION 3.04.	No Conflicts; Consents	16
SECTION 3.05.	Financial Statements	17
SECTION 3.06.	No Undisclosed Liabilities	18
SECTION 3.07.	Assets Other than Real Property Interests	19
SECTION 3.08.	Real Property	19
SECTION 3.09.	Intellectual Property	20
SECTION 3.10.	Contracts	22
SECTION 3.11.	Permits	24
SECTION 3.12.	Insurance	24
SECTION 3.13.	Tax Matters	25

SECTION 3.14.	Legal Proceedings	27
SECTION 3.15.	Employee Benefit Plans and Related Matters; ERISA	27
SECTION 3.16.	Absence of Changes or Events	29
SECTION 3.17.	Risk−Based Capital	29
SECTION 3.18.	Compliance with Applicable Laws	30
SECTION 3.19.	Employee and Labor Matters	31
SECTION 3.20.	Transactions with Affiliates	33
SECTION 3.21.	Brokers	33
SECTION 3.22.	Environmental Matters	33
SECTION 3.23.	Insurance Regulatory Matters; Agreements with Regulators	34
SECTION 3.24.	Reinsurance Contracts	35
SECTION 3.25.	Actuarial Reports	36
SECTION 3.26.	Investment Assets	36
SECTION 3.27.	Company Ratings	36
SECTION 3.28.	Agents; Binding Authority	37
SECTION 3.29.	No Additional Representations and Warranties	37

SECTION 4.01.	Organization, Standing and Power	37
SECTION 4.02.	Authority; Execution and Delivery; and Enforceability	37
SECTION 4.03.	No Conflicts; Consents	38
SECTION 4.04.	Litigation	40
SECTION 4.05.	Regulatory Filings; Ownership of Purchaser	40
SECTION 4.06.	Securities Act	41
SECTION 4.07.	Availability of Funds	41
SECTION 4.08.	Brokers	41
SECTION 4.09.	No Insurance Affiliates	41
SECTION 4.10.	No Additional Representations and Warranties	41

SECTION 5.01.	Covenants Relating to Conduct of Business	42
SECTION 5.02.	Access to Information; Books and Records	47
SECTION 5.03.	Confidentiality	48
SECTION 5.04.	Reasonable Best Efforts; Consents, Approvals and Filings; Antitrust Strategy	48
SECTION 5.05.	Expenses	52
SECTION 5.06.	Employee Matters	52
SECTION 5.07.	Publicity	62
SECTION 5.08.	Non-Hire	62
SECTION 5.09.	Further Assurances	63

SECTION 5.10.	Resignations	63
SECTION 5.11.	Related Party Agreements	63
SECTION 5.12.	Parent Contributions	63
SECTION 5.13.	Letter of Credit	63
SECTION 5.14.	Use of Trademarks	64
SECTION 5.15.	Solutions Entity	65
SECTION 5.16.	Non-Competition	65
SECTION 5.17.	Investment Management Agreement	67
SECTION 5.18.	Bi-Lateral Services Agreement	67
SECTION 5.19.	Preparation of Financial Statements	68
SECTION 5.20.	Additional Directors	68

SECTION 6.01.	Conditions to Each Party’s Obligation	68
SECTION 6.02.	Conditions to Obligation of Purchaser	69
SECTION 6.03.	Conditions to Obligation of Seller	70
SECTION 6.04.	Frustration of Closing Conditions	71

SECTION 7.01.	Termination	71
SECTION 7.02.	Effect of Termination	72
SECTION 7.03.	Termination Fee; Purchase Option	73
SECTION 7.04.	Amendment	74
SECTION 7.05.	Extension; Waiver	74

SECTION 8.01.	Indemnification by Seller	74
SECTION 8.02.	Indemnification by Purchaser	76
SECTION 8.03.	Calculation of Losses	76
SECTION 8.04.	Termination of Indemnification	78
SECTION 8.05.	Procedures	78
SECTION 8.06.	Survival	80
SECTION 8.07.	No Additional Representations	80
SECTION 8.08.	Exclusive Remedy	81

SECTION 9.01.	Tax Returns	82
SECTION 9.02.	Books and Records; Cooperation	83
SECTION 9.03.	Transfer Taxes	83
SECTION 9.04.	Additional Covenants	84
SECTION 9.05.	Tax Indemnity	84
SECTION 9.06.	Disputes	86
SECTION 9.07.	Survival	86

SECTION 10.01.	Assignment	87
SECTION 10.02.	No Third-Party Beneficiaries	87
SECTION 10.03.	Notices	87
SECTION 10.04.	Interpretation; Exhibits; Certain Definitions	88
SECTION 10.05.	Counterparts	98
SECTION 10.06.	Entire Agreement	98
SECTION 10.07.	Severability	99
SECTION 10.08.	Enforcement	99
SECTION 10.09.	Arbitration	99
SECTION 10.10.	Governing Law	101
SECTION 10.11.	Waiver of Jury Trial	102
SECTION 10.12.	Remedies Cumulative	102

INDEX OF DEFINED TERMS

 

EXHIBIT A	Form of Letter of Credit
EXHIBIT B	Bi-Lateral Services Agreement
EXHIBIT C	Escrow Agreement
EXHIBIT D	Investment Management Agreement

STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of July 24, 2015, among Lone Tree Holdings Ltd., an exempted company with limited liability incorporated under the laws of Bermuda with registered number 39337 having its registered office at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ 11, Bermuda (“Seller”), Sirius International Insurance Group, Ltd., an exempted company with limited liability incorporated under the laws of Bermuda with registered number 39821 having its registered office at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ 11, Bermuda (the “Company”), CM International Holding Pte. Ltd., a company with limited liability incorporated under the laws of Singapore with registered number 201437634R having its registered office at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ #▇▇-▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (“Purchaser”), and CM Bermuda Limited, an exempted company with limited liability incorporated under the laws of Bermuda with registered number 50418 having its registered office at Canon’s Court, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ 12, Bermuda (“CMB”).

RECITALS

White Mountains Insurance Group, Ltd., an exempted company with limited liability incorporated under the laws of Bermuda with registered number 27225 having its registered office at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ 11, Bermuda (“Parent”), owns indirectly all of the issued and outstanding capital stock of Seller, and Seller owns directly all of the issued and outstanding shares of the common stock of the Company (the “Shares”).

Purchaser desires to purchase (directly or indirectly through its direct wholly-owned subsidiary, CMB) from Seller, and Seller desires to sell to Purchaser, all of the issued and outstanding Shares.

Concurrently with the execution and delivery of this Agreement, (i) Parent has executed and delivered to Purchaser a guaranty in favor of Purchaser (the “Parent Guaranty”) and (ii) China Minsheng Investment Co., Ltd., incorporated under the laws of the People’s Republic of China with registered number 310000000125935 having its registered office at No. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, People’s Republic of China (“CMI”), has executed and delivered to Seller a guaranty in favor of Seller (the “CMI Guaranty”).

Accordingly, the parties hereby agree as follows:

ARTICLE I

Purchase and Sale of Shares; Closing

 

 

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“Applicable Accounting Principles” means (i) the principles, policies and procedures set forth in Section 1.04(j) of the Company Disclosure Letter, whether or not used by the Company historically or in the Financial Statements or the Statutory Statements and whether or not in accordance with GAAP or SAP, (ii) with respect to any matter not covered by clause (i) above, the principles, policies and procedures used in the preparation of the Audited Financial Statements, whether or not in accordance with GAAP or SAP, and (iii) with respect to any matter not covered by clause (i) or (ii) above, GAAP applied in a manner consistent with the Audited Financial Statements; provided, however, that (A) no “subsequent event” occurring after the Closing Date shall be taken into account, even if otherwise required by clause (i), (ii) or (iii) above, and (B) except as otherwise specifically set forth in Section 1.04(j) of the Company Disclosure Letter, no change shall be made in any reserve, accrual or other account existing as of the Closing Date, nor shall any new reserve, accrual or other amount be included in the liabilities of the Company and the Subsidiaries, in either case as a result of events or developments occurring, or information becoming available, after the Closing Date, even if otherwise required by clause (i), (ii) or (iii) above.

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ARTICLE II

Representations and Warranties of Seller

Seller hereby represents and warrants to Purchaser that, except as set forth in the Seller Disclosure Letter, the statements contained in this Article II are true, complete and correct:

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ARTICLE III

Representations and Warranties of the Company

The Company hereby represents and warrants to Purchaser that, except as set forth in the Company Disclosure Letter, the statements contained in this Article III are true, complete and correct:

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ARTICLE IV

Representations and Warranties of Purchaser

Purchaser hereby represents and warrants to Seller that, except as set forth in the Purchaser Disclosure Letter, the statements contained in this Article IV are true, complete and correct:

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ARTICLE V

Covenants

 

 

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(b)       Without limiting the generality of the foregoing, as soon as reasonably practicable after the date of this Agreement, the parties shall make, and Purchaser shall cause all other Potential Controllers to make, all filings and notifications with all Governmental Entities and Lloyd’s that may be or may become reasonably necessary, proper or advisable under this Agreement and Applicable Laws and the byelaws and requirements of Lloyd’s to consummate and make effective the Acquisition and the other transactions contemplated by this Agreement, including (i) Purchaser causing all documents, forms, applications, submissions and notifications (including an application by HGB for the determination of non-control in the form required by the New York State Department of Financial Services) to be filed with Insurance Regulators or otherwise in each jurisdiction where required by applicable insurance or financial services laws or the byelaws and requirements of Lloyd’s with respect to the Acquisition (including with respect to the Regulatory Approvals), such filings to be made as promptly as practicable, and in any event not later than 20 Business Days following the date of this Agreement and, in each case, to be in compliance with all material requirements of Applicable Law or the byelaws and requirements of Lloyd’s, if applicable, and (x) in the case of the Form A of Purchaser, CMI and CMB to be filed with the New York State Department of Financial Services and the Tennessee Department of Commerce and Insurance and the filings of Purchaser, CMI, CMB and HGB in respect of the U.K. Approvals, to be in substantially the form which has been delivered to Seller prior to the date hereof, (y) in the case of the request for determination of non-control or disclaimer of affiliation or similar relief, as applicable, in respect of HGB to be filed with the New York State Department of Financial Services and the Tennessee Department of Commerce and Insurance, to be substantially consistent with the information regarding BGB and HGB contained in the filings of HGB in respect of the U.K. Approvals in the form which has been delivered to Seller prior to the date hereof and (z) to the extent that HGB is required by the New York State Department of Financial Services or the Tennessee Department of Commerce and Insurance to file a Form A, (1) such Form A will be substantially consistent with the information regarding HGB and BGB contained in the filings of HGB in respect of the U.K. Approvals in the form which has been delivered to Seller prior to the date hereof and (2) the NAIC biographical affidavit in respect of the sole director of HGB to be submitted with such Form A will be substantially in the form which has been delivered to Seller prior to the date hereof, (ii) Seller and Purchaser each making an appropriate filing of a notification and report form pursuant to the HSR Act with respect to the Acquisition, such filings to be made not later than 10 Business Days following the date of this Agreement, (iii) Seller and Purchaser each making as promptly as reasonably practicable any other filing that may be required under any other applicable antitrust or competition law or by any Governmental Entity with jurisdiction over enforcement of any applicable antitrust or competition laws and (iv) Seller and Purchaser causing to be made as promptly as reasonably practicable any other filing that may be required under any insurance, financial services or similar Applicable Law or the byelaws or requirements of Lloyd’s or by any Governmental Entity with jurisdiction over enforcement of any applicable insurance, financial services or similar Applicable Law or Lloyd’s, including, in the case of Purchaser, any such filings required to be made by any other Potential Controller.  Seller and Purchaser each shall supply, and Purchaser shall cause each other Potential Controller to supply, as promptly as reasonably practicable any additional information and documentary material that may be reasonably requested pursuant to the HSR Act or any other Applicable Laws or the byelaws or requirements of Lloyd’s.  Purchaser shall have sole responsibility for the filing fees associated with all filings under the HSR Act and any filings required by applicable insurance laws, and Seller and Purchaser shall equally bear the cost of any filing fees associated with any other required filings.  Prior to furnishing any written materials to any Insurance Regulator in connection with the Acquisition or the other transactions contemplated by this Agreement, the furnishing party shall provide the other party with a copy thereof and Purchaser shall provide Seller a copy of any such materials to be furnished by each other Potential Controller, and such other party shall have a reasonable opportunity to provide comments thereon.  Each party shall give to the other party prompt written notice if it receives, and Purchaser shall give Seller prompt written notice if any other Potential Controller receives, any notice or other communication from any Insurance Regulator in connection with the Acquisition or the other transactions contemplated by this Agreement, and, in the case of any such notice or communication which is in writing, shall promptly furnish such other party with a copy thereof.  If any Insurance Regulator requires that a hearing or pre-application meeting be held in connection with any requisite approval, Purchaser and CMB shall, and shall cause CMI to, use its reasonable best efforts to arrange, and Purchaser shall cause each other Potential Controller to arrange, for such hearing or pre-application meeting to be held as promptly as practicable after the notice that such hearing or pre-application meeting is required has been received by Purchaser, CMI, CMB or such other Potential Controller and Seller shall use its reasonable best efforts, and shall cooperate with Purchaser in its efforts, to arrange that such hearings or pre-application meetings are held as promptly as practicable after Purchaser, CMI, CMB or such other Potential Controller receives notice that such hearing or pre-application meeting is required.  Purchaser shall give to Seller reasonable prior written notice of the time and place when any meetings or other conferences may be held by it, CMI, CMB or any other Potential Controller with any Insurance Regulator in connection with the Acquisition and the other transactions contemplated by this Agreement, and Seller shall have the right to have a representative or representatives attend or otherwise participate in any such meeting or conference; provided, however, that Purchaser shall have the right to require Seller’s representative or representatives to not attend or participate in any portion of any such meeting or conference to the extent that Purchaser reasonably believes such meeting or conference will involve discussions of confidential information of Purchaser.  Neither party shall be required to comply with any of the foregoing provisions of this Section 5.04(b) to the extent that such compliance would be prohibited by Applicable Law.

 

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   (c)      From and after the date of this Agreement, Seller and Purchaser shall use their reasonable best efforts, and shall cooperate with each other, to obtain as soon as reasonably practicable following the date hereof all required approvals, consents, waivers or authorizations from third parties under any Listed Contract required in connection with the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements (each, a “Third Party Consent”).  Seller and Purchaser shall equally bear the costs, fees and expenses (including any license or other fees and expenses) associated with obtaining the Third Party Consents.   In the event any Third Party Consent is not obtained by the Closing Date, (i) Seller shall continue at Purchaser’s request to use reasonable best efforts to cooperate with Purchaser in attempting to obtain any such Third Party Consent, (ii) to the extent practicable, Seller and Purchaser shall negotiate in good faith with respect to an alternative arrangement (such as a license or transition services agreement) until such time as such Third Party Consent has been obtained which results in the Company and the Subsidiaries receiving the benefits and bearing all the costs, liabilities and burdens with respect to any such Listed Contract (provided, however, that the Company shall undertake to pay or satisfy all costs, expenses, obligations and liabilities incurred by Seller or any of its affiliates in connection with any such alternative arrangement) and (iii) notwithstanding anything in this Agreement to the contrary, subject to Seller using its reasonable best efforts as required by this Section 5.04(c), the failure of any such Third Party Consent to be obtained shall in no event be deemed to give rise to a breach or inaccuracy in any representation, warranty, covenant or agreement given or made by Seller in this Agreement or give rise to any indemnification obligation under Article VIII and shall not be considered for purposes of determining the satisfaction of any of the conditions set forth in Article VI.

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The Estimated Closing Book Value as determined pursuant to Section 1.03(c)(i) and the Closing Date Book Value as finally determined in accordance with Section 1.04 shall (x) reflect as liabilities (A) the Aggregate Adjusted SIG PUA Amount and (B) the employer-paid portion of any employment or similar Taxes (including social security contributions or the local equivalent) that would be imposed on the Company or a Subsidiary upon the payment of the Aggregate Adjusted SIG PUA Amount and (y) reflect as assets the Tax Benefit attributable to the amounts in clause (x).  The calculation of each amount in the preceding sentence (and each component thereof) shall be subject to the provisions of Section 1.04 and shall be made in accordance with the Applicable Accounting Principles.

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 (B)  If the After-Tax Parent PSA Amount for a Parent Performance Share Award settled at the end of an Award Period exceeds the After-Tax Post-Closing Parent PSA Amount for such award, then Parent shall pay to Purchaser the amount of such excess as soon as practicable after the end of such Award Period.

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 (B)  As soon as practicable following the last day of an applicable Restricted Period with respect to a Parent Restricted Share Award, if the Post-Closing Parent RSA Amount, plus the Excess Tax Benefit Amount, minus the Excess Employment Tax Amount (the “Parent RSA Net Payment Amount”) is a positive number then Purchaser shall pay such positive amount to Parent, and if the Parent RSA Net Payment Amount is a negative number then Parent shall pay the absolute value of such amount to Purchaser.

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“Aggregate Adjusted SIG PUA Amount” means the sum of the Adjusted SIG PUA Amounts with respect to all SIG Performance Unit Awards outstanding immediately prior to the Closing Date.

“Parent Common Share” means a common share of Parent, par value $1.00 per share.

“Parent LTIP” means the Parent Long-Term Incentive Plan, as amended.

“Parent Performance Share Award” means a performance share award with respect to Parent Common Shares granted under the Parent LTIP that is held by an Employee.

“Parent Restricted Share Award” means an award of restricted Parent Common Shares granted under the Parent LTIP that is held by an Employee.

“Performance Unit” means the units in which a SIG Performance Unit Award is denominated.

“Post-Closing Pro-Rata Portion” means, with respect to an award, a fraction (A) the numerator of which is the number of days from and including the Closing Date in the Award Period or Restricted Period applicable to such award and (B) the denominator of which is the total number of days in such Award Period or Restricted Period.

“Pre-Closing Pro-Rata Portion” means, with respect to an award, a fraction (A) the numerator of which is the number of days prior to the Closing Date in the Award Period or Restricted Period applicable to such award and (B) the denominator of which is the total number of days in such Award Period or Restricted Period.

“SIG LTIP” means the SIG Long-Term Incentive Plan.

“SIG Performance Unit Award” means a performance unit award granted under the SIG LTIP.

 “Tax Benefit” means the current or deferred benefit of a Tax deduction that is available to the Company or a Subsidiary with respect to the payment or accrual of a liability or expense, net of any valuation allowance.  Seller agrees that to the extent a Tax deduction is taken into account in the determination of a Tax Benefit, none of Seller or its affiliates will claim such Tax deduction on any of its Tax Returns.  Purchaser, the Company and the Subsidiaries shall provide Seller and its affiliates with reasonable access to information, including copies of relevant Tax Returns or portions thereof, together with accompanying schedules, related workpapers and documents relating to rulings or other determinations by Taxing Authorities, as are reasonably necessary for the determination of a Tax Benefit (and may redact such information as is not reasonably necessary for the determination of a Tax Benefit), and Seller shall, and shall cause its affiliates to, keep all such information and items confidential and shall use such information solely in connection with the determination of a Tax Benefit.

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ARTICLE VI

Conditions Precedent

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ARTICLE VII

Termination, Amendment and Waiver

 

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                      SECTION 7.03.            Termination Fee; Purchase Option.  (a)  In the event that this Agreement is terminated pursuant to Section 7.01(a)(v), then Seller shall pay Purchaser a fee in an amount equal to $120,000,000 (the “Termination Fee”) by wire transfer of same-day funds in U.S. dollars on the Business Day immediately following the Option Expiration Date, unless prior to the Option Expiration Date, Purchaser has elected to receive the Termination Fee in Common Shares (or equivalents) of the Company pursuant to Section 7.03(b).

 

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ARTICLE VIII

Indemnification

 

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Following the expiration of the applicable survival period, the applicable representations, warranties, covenants and agreements shall terminate and thereafter be of no force and effect, except as provided in Section 8.04.

 

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ARTICLE IX

Tax Matters

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ARTICLE X

General Provisions

 

	(i)	if to Purchaser, to:
		China Minsheng Investment Co., Ltd. ▇▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ P.R. China
		Attention:  E-mail:	▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇@▇▇-▇▇▇.▇▇▇
	with a copy (which shall not constitute notice) to:
		▇▇▇▇▇▇▇▇ Chance LLP ▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
		Attention:  E-mail:	▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Esq. ▇▇▇▇▇▇▇▇▇.▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
		▇▇▇▇▇▇▇▇ Chance US LLP ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America
		Attention:  E-mail:	▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq. ▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

	(ii)	if to Seller, to:
		c/o White Mountains Insurance Group, Ltd. ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇ 11 Bermuda
		Attention:   E-mail:	▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
	with a copy (which shall not constitute notice) to:
		Cravath, Swaine & ▇▇▇▇▇ LLP Worldwide Plaza ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
		Attention:	▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. ▇▇▇▇ ▇. ▇▇▇▇, Esq.
		E-mail:	▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ ▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇

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“affiliate” of any person means another person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such first person; provided that, for purposes of this Agreement and the Ancillary Agreements, OneBeacon Insurance Group, Ltd. and its subsidiaries shall not be considered affiliates of Parent or Seller.  For purposes of this definition, “control”, when used with respect to any person, means the power to direct the management and policies of such person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have the meanings correlative to the foregoing.

“Agreed Multiple” means 1.273.

“Ancillary Agreements” means the Parent Guaranty, the CMI Guaranty, the Bi-Lateral Services Agreement, the Letter of Credit, the Investment Management Agreement and any other agreement, if any, between the parties that is identified therein as an Ancillary Agreement.

“Anti-Bribery Laws” means the US Foreign Corrupt Practices Act (15 U.S.C. §78-dd-1, et seq., as amended), the UK ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, as well as all other anti-bribery laws, anti-corruption laws, conflict of interest laws, or other Applicable Laws of similar purpose and effect.

“BGB” means Beijing Guoxin Baotai Investment Consulting Co., Ltd.

 

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“Bi-Lateral Services Agreement” means the Bi-Lateral Services Agreement between Seller and the Company, in the form attached to this Agreement as Exhibit B.

“Books and Records” means all written or electronic accounts, ledgers and records (including computer generated, recorded or stored records) relating to the business of the Company and the Subsidiaries, including customer lists, contract forms, applications, enrollment forms, policy information, policyholder information, claim records, sales records, underwriting records, administrative, pricing, underwriting, claims handling and reserving manuals, corporate and accounting and other records (including the books of account and other records), Tax records (including Tax Returns), disclosure and other documents and filings required under Applicable Law, financial records, employee records and compliance records relating to the business of the Company and the Subsidiaries; provided, however, that Books and Records does not include (i) the physical or electronic copies of financial and operational reports provided to Seller, Parent or any subsidiary thereof (other than the Company and the Subsidiaries) in the ordinary course of business (but, for the avoidance of doubt, this clause (i) does not exclude the records or other information otherwise constituting Books and Records underlying such reports)  or (ii) any financial or other information provided in connection with or contained within the consolidated or consolidating financial information of Parent and its subsidiaries.

“Business Day” means any day, other than a Saturday or a Sunday, on which commercial banks in Bermuda and New York, New York, are open for normal banking business.

“Cash” means (i) cash and (ii) as of any date, (A) securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government maturing within 91 days  of such date; (B) commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P or the equivalent rating from another nationally recognized rating agency and in each case maturing within 91 days of such date; (C) marketable short-term money market and similar securities having a rating of at least P-2 by Moody’s or at least A-2 S&P or the equivalent rating from another nationally recognized rating agency and in each case maturing within 91 days of such date; (D) certificates of deposit, time deposits and eurodollar time deposits maturing within 91 days from such date, bankers’ acceptances maturing within 91 days of such date and overnight bank deposits, in each case with any U.S. commercial bank; (E) indebtedness or preferred stock issued by third parties with a rating of at least A2 from Moody’s or at least A by S&P or the equivalent rating from another nationally recognized rating agency maturing within 91 days of such date; and (F) investments with average maturities of 91 days or less from such date in money market funds rated at least AAA- by S&P or at least Aaa3 by Moody’s or the equivalent rating from another nationally recognized rating agency.

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“Catastrophe Losses” means the aggregate losses and expenses resulting from any catastrophe event or events, including any and all natural or man-made perils, minus the estimated recoveries under reinsurance protections inuring to the benefit of the Company and its Subsidiaries plus the estimated associated reinstatement premiums paid by the Company or any of its Subsidiaries and minus the estimated associated reinstatement premiums received by the Company or any of its Subsidiaries, calculated on a pre-tax basis; provided that Catastrophe Losses shall be calculated assuming that none of the Parent Covers had been obtained or entered into or were ever in existence.

“Closing Date Book Value” means the Closing Date Book Value as defined in, and as calculated in accordance with, the Applicable Accounting Principles and Exhibit C of Section 1.04(j) of the Company Disclosure Letter  and as finally determined in accordance with Section 1.04 (which amount, for the avoidance of doubt, shall not include the Solutions Entity Excess Amount).

“Closing Date Reorganization Value” means an amount equal to the aggregate fair market value (as reasonably determined by Seller in accordance with the Applicable Accounting Principles) of (i) the Reorganization Assets set forth in Section 1.03(e)(i) of the Company Disclosure Letter as of the close of business on the Business Day immediately prior the Closing Date and (ii) the Reorganization Assets set forth in Section 1.03(e)(ii) of the Company Disclosure Letter as of the close of business on the last Business Day of the calendar quarter ending immediately prior to the Closing Date.

“Closing Statement Tax Attribute” means the net operating loss, foreign tax credit, tax basis in an asset or any similar tax characteristic of any of the Company or the Subsidiaries with respect to a Pre-Closing Period or the portion of a Straddle Period ending on (and including) the Closing Date (under the principles of Section 9.05(b)) or otherwise taken into account in the calculation of Closing Date Book Value.”Code” shall mean the Internal Revenue Code of 1986, as amended.

“Company Benefit Plans” means each employee benefit plan, scheme, program, policy, practice, arrangement or contract providing for retirement, health, life, dental, disability, accident or group insurance, vacation, holiday, sick leave, loan, child or dependent care, legal services, cafeteria, workers compensation or insurance, retiree medical insurance, severance, termination pay, deferred compensation, performance awards, stock or stock-related awards or fringe benefits and any other compensation, employee benefits or remuneration of any kind (including, but not limited to, any “employee benefit plan” ( as defined in Section 3(3) of ERISA, whether or not subject to ERISA) and any bonus, stock bonus, stock purchase, restricted stock, stock option or other equity-based, employment, consulting, termination, retention, change in control, supplemental retirement, severance or other plan, scheme, program, policy, practice, arrangement or contract), whether written or unwritten, funded or unfunded, in each case, sponsored, maintained, contributed to or required to be contributed to by the Company or any Subsidiary for the benefit of any Participant, or with respect to which the Company or any Subsidiary is or was a party or has or may have any Liability or in which any Employee participates, other than any plan, scheme, program, policy, practice, arrangement or contract mandated by Applicable Laws; provided that, with respect to outstanding Parent Performance Share Awards and Parent Restricted Share Awards, Company Benefit Plans shall include the Parent LTIP.

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“Company Covered Employee” means the persons identified or listed in Section 10.04(b)(1)(i) of the Company Disclosure Letter.

“Company Disclosure Letter” means the disclosure letter delivered by the Company to Purchaser in connection with the execution and delivery of this Agreement by the parties.

“Company Material Adverse Effect” means a material adverse effect on the business, operations, financial condition or results of operations of the Company and the Subsidiaries, taken as a whole, excluding any effect resulting from (a) any change, development, event or occurrence arising out of or relating to general economic, regulatory, legislative, political or market conditions, (b) any change, development, event or occurrence affecting the insurance or reinsurance industry generally, (c) changes in Applicable Law, the byelaws or requirements of Lloyd’s, GAAP or SAP, (d) any change, development, event or occurrence arising out of or relating to natural catastrophe events, man-made disasters, acts of terrorism, war (whether or not declared) or other hostilities, (e) any change in the financial condition of the Company and the Subsidiaries to the extent that such change has been remedied at or prior to the Closing or was reflected or provided for or reserved against in the calculation of the Closing Date Book Value, (f) any failure, in and of itself, of the Company and the Subsidiaries to meet any internal or published projections, forecasts, estimates or predictions in respect of revenues, earnings or other financial or operating metrics, or any downgrade or potential downgrade of the credit, financial strength or claims paying rating of the Company or any Subsidiary by any rating agency (it being understood that the underlying facts giving rise or contributing to such failure, change or downgrade or potential downgrade and the other effects thereof shall not be excluded pursuant to this clause (f)), (g) the announcement and pendency of this Agreement and the transactions contemplated hereby, including any loss of or change in relationship with any customer, business partner, labor union, broker, agent, regulator or reinsurance provider, or departure of any employee or officer, of the Company or any Subsidiary resulting therefrom, (h) any action or failure to act on the part of Seller or the Company or any Subsidiary required by this Agreement or any of the Ancillary Agreements or requested or consented to in writing by Purchaser, (i) any action on the part of Purchaser or any of Purchaser’s affiliates and (j) any condition or requirement imposed by any Governmental Entity or Lloyd’s in connection with the granting or issuance of any Governmental Approval in respect of the Acquisition, but only to the extent that any such effect described in the preceding clauses (a), (b), (c) and (d) does not materially and disproportionately affect the Company and the Subsidiaries relative to other persons engaged in the reinsurance of similar risks.

“Compensation Related Tax Attribute” means a current or deferred Tax deduction or that is available to the Company or the Subsidiaries that is taken into account in the calculation of the Tax Benefit in Section 5.6 and reduces an amount otherwise payable by Seller or increases an amount otherwise payable by Purchaser.

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 “Employee” means any current or former employee of the Company or any Subsidiary.

“Environmental Law” means any Applicable Law relating to pollution or protection of the environment or natural resources or human health as it relates to the environment.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any person required or any particular time to be aggregated with any of the Company or any Subsidiary under Sections 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.

“Estimated Closing Book Value” means the Estimated Closing Book Value as defined in, and as calculated in accordance with, the Applicable Accounting Principles and Exhibit B of Section 1.04(j) of the Company Disclosure Letter (which amount, for the avoidance of doubt, shall not include the Solutions Entity Excess Amount).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fraud” means, (i) with respect to Seller, an actual and intentional fraud with respect to the making of the representations and warranties pursuant to Article II or Article III or in any certificate delivered to Purchaser pursuant to Sections 6.02(a), 6.02(b), 6.02(c), 6.02(e) or 6.02(f), provided that such actual and intentional fraud of Seller shall be deemed to exist only if any of the individuals included on Section 10.04(b)(2)(i) of the Company Disclosure Letter or Section 10.04(b)(2)(ii) of the Seller Disclosure Letter had actual knowledge (as opposed to imputed or constructive knowledge) that such representations and warranties, as qualified by the Company Disclosure Letter or the Seller Disclosure Letter, as applicable, were actually breached when made, with the express intention that Purchaser may rely thereon to its detriment and (ii) with respect to Purchaser, an actual and intentional fraud with respect to the making of the representations and warranties pursuant to Article IV or in any certificate delivered to Seller pursuant to Sections 6.03(a) or 6.03(b), provided that such actual and intentional fraud of Purchaser shall be deemed to exist only if any of the individuals included on Section 10.04(b)(2)(iii) of the Purchaser Disclosure Letter had actual knowledge (as opposed to imputed or constructive knowledge) that such representations and warranties, as qualified by the Purchaser Disclosure Letter, were actually breached when made, with the express intention that Seller may rely thereon to its detriment.

“Fundamental Representations” means the representations and warranties included in Sections 2.01, 2.02, 2.05, 3.02(a), 3.02(b), 3.03, 4.01, 4.02, and 4.06 and the first sentence of Section 3.01(a).

“Governmental Entity” means (a) a national government, political subdivision thereof, or government of a state or local jurisdiction therein; or (b) an instrumentality, board, commission, court, or agency, whether civilian or military, of any of the above; or (c) a government-owned/government-run/government-controlled association, organization, business or enterprise.

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“Government Official” means (i) an employee, officer, or representative of, or any person otherwise acting in an official capacity for or on behalf of a Governmental Entity; (ii) a legislative, administrative, or judicial official; (iii) a candidate for political office; (iv) an individual who holds any other official, ceremonial, or other appointed or inherited position with a government or any of its agencies; or (v) an officer or employee of a supra-national organization (e.g., World Bank, United Nations, International Monetary Fund, OECD). 

“HGB” means ▇▇▇▇▇▇ ▇▇▇▇▇▇ Baotai Venture Capital Co., Ltd.

“HSR Act” means the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976.

“Insurance Regulator” means any insurance supervisory department or officials having jurisdiction over any part of the operations, business, assets, liabilities, products and services of any of the Reinsurance Subsidiaries, including Lloyd’s.

“Insurance Reserves” means any reserves, funds or provisions for losses, claims, premiums, loss and loss adjustment expenses (including reserves for incurred but not reported losses and loss adjustment expenses) and other Liabilities in respect of the insurance or reinsurance contracts issued by the Reinsurance Subsidiaries.

“Intentional Breach” shall mean a breach of a representation, warranty or covenant of this Agreement that is caused by a deliberate act taken, or a deliberate failure to act omitted to be taken, by Seller or Company, as applicable, with actual knowledge that such act or omission to act constitutes a breach of this Agreement.

“Interim Balance Sheet” means the GAAP balance sheet as of March 31, 2015, included in the Unaudited Financial Statements described in Section 3.05(a).

 

“Investment Assets” means any investment assets (whether or not required by GAAP or SAP to be reflected on a balance sheet) beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) by the Company or any Subsidiary, including bonds, notes, debentures, mortgage loans, real estate and all other instruments of indebtedness, stocks, partnership or joint venture interests and all other equity interests, certificates issued by or interests in trusts, derivatives and all other assets, in each case acquired for investment purposes and including any assets held in trust in respect of White Mountains Re Sirius Capital Limited in accordance with the Lloyd’s Premiums Trust Deed entered into between Lloyd’s and White Mountains Re Sirius Capital Limited, but excluding, for the avoidance of doubt, any equity securities of the Subsidiaries owned by the Company or other Subsidiary.

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“Investment Management Agreements” means the Amended and Restated Investment Management Agreements (i) between Sirius International Insurance Corporation and White Mountains Advisors LLC, in the form attached to this Agreement as Exhibit D-1, (ii) between Sirius America Insurance Company and White Mountains Advisors LLC, in the form attached to this Agreement as Exhibit D-2 and (iii) between the Company and White Mountains Advisors LLC, in the form attached to this Agreement as Exhibit D-3.

“Issuing Bank” has the meaning set forth in the Letter of Credit from time to time.

“Key Employee” means the persons identified or listed in Section 10.04(b)(3) of the Company Disclosure Letter.

“Knowledge” means the actual knowledge after reasonable inquiry of (i) with respect to the Company, those persons listed in Section 10.04(b)(2)(i) of the Company Disclosure Letter, (ii) with respect to Seller, those persons listed in Section 10.04(b)(2)(ii) of the Seller Disclosure Letter and (iii) with respect to Purchaser, those persons listed in Section 10.04(b)(2)(iii) of the Purchaser Disclosure Letter (in each case whether or not such inquiry was actually made).

“Liability” means any and all liabilities, obligations, debts and commitments of any kind, character or description.

“Lloyd’s” means the Society and Corporation of Lloyd’s incorporated under the Lloyd’s Acts 1871 to 1982 (including the council constituted by the Lloyd’s ▇▇▇ ▇▇▇▇ and any delegate or person through whom the council is authorized to act).

“Moody’s” means ▇▇▇▇▇’▇ Investors Service, Inc.

“Net Deferred Tax Asset” means the aggregate of the deferred tax assets and deferred tax liabilities, net of any valuation allowance, of the Company and the Subsidiaries, taken into account in the calculation of Closing Date Book Value.

“Parent Covers” means retrocessions, industry loss warranties, insurance linked securities and other similar protections, in each case obtained by the Company or any of the Subsidiaries for the benefit of Parent or any of its subsidiaries (other than the Company or any of the Subsidiaries) and set forth on Section 10.04(b)(4) of the Company Disclosure Letter, as supplemented from time to time by delivery of notice of supplement from Seller to Purchaser following the date of this Agreement.

“Participant” means any current or former employee, officer, director, consultant or individual service provider of the Company or any Subsidiary.

“Per Share Option Price” means a dollar amount equal to (A) the sum of (1) (i) the Closing Date Book Value  multiplied by (ii) the Agreed Multiple and (2) $10,000,000, divided by (B) the number of Common Shares (or equivalents) issued and outstanding as of the Option Closing.  For purposes of this definition, the Closing Date Book Value shall be calculated (x) assuming that the transactions described in Section 1.03(e) had been effected prior to the close of business on the Business Day immediately prior to the date of the Option Closing and (y) in accordance with the Applicable Accounting Principles (provided that all references in the Applicable Accounting Principles to the Closing or the Closing Date shall be deemed to be replaced with a reference to the Option Closing or the date of the Option Closing, as applicable).

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“person” means any individual, firm, corporation, partnership, limited liability company, trust, joint venture, Governmental Entity or other entity.

“Personal Information” means  (i) name, address, telephone number, health information, drivers’ license number, government issued identification number, or any other data that can be used to identify, contact, or precisely locate an individual; (ii) any nonpublic personally identifiable financial information, such as information relating to a relationship between an individual person and a financial institution, and/or related to a financial transaction by such individual person with a financial institution; or (iii) Internet Protocol addresses or other persistent device identifiers. Personal Information may relate to any individual, including employees, contractors, customers, and end users.

“Preference Shares” means the shares of fixed/floating perpetual non-cumulative preference shares of SIG, par value $0.01 per share.

“Purchaser Disclosure Letter” means the disclosure letter delivered by Purchaser to Seller in connection with the execution and delivery of this Agreement by the parties.

“Purchaser Material Adverse Effect” means a material adverse effect on the ability of Purchaser to perform its obligations under this Agreement and the Ancillary Agreements to which it is, or is specified to be, a party or a material adverse effect on the ability of Purchaser to consummate the Acquisition and the other transactions contemplated hereby.

“Purchaser Related Person” means (i) any affiliate of Purchaser, CMI or CMB or (ii) any direct or indirect shareholder of Purchaser, CMI or CMB (including, for the avoidance of doubt, BGB, HGB and any other shareholder of Purchaser, CMI, CMB, BGB or HGB holding shares that are (x) not fully paid or are assessable, (y) non-voting or (z) otherwise limited in their rights and privileges).

“Reference Book Value” means $1,747,449,220.

“Regulatory Approvals” means any approvals, filings or notifications required in connection with the acquisition of Shares contemplated by this Agreement by the laws, rules and regulations of Australia, Bermuda, Hong Kong, Labuan, the State of New York, the State of Tennessee, Sweden, Singapore and the United Kingdom or the byelaws and requirements of Lloyd’s, as applicable, including, with respect to Purchaser, (i) the filing of a Form A with the New York State Department of Financial Services and approval thereof by the New York State Superintendent of Financial Services, (ii) the U.K. Approvals and (iii) the FFFS Approvals.

“Reinsurance Subsidiaries” means the Subsidiaries set forth in Section 10.04(b)(5) of the Company Disclosure Letter.

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“Reorganization Assets” means the assets and other items set forth in Sections 1.03(e)(i) and 1.03(e)(ii) of the Company Disclosure Letter.

“Run-Off Entity SPA” means, as applicable, (i) the stock purchase agreement by and between White Mountains Solutions Holding Company and Sojourner Holding Company LLC dated May 22, 2015; or (ii) the stock purchase agreement by and between White Mountains Solutions Holding Company and Agency Bonding Captives, Inc. dated September 17, 2014.

 

“SAP” means, with respect to any Reinsurance Subsidiary, the statutory accounting practices prescribed or permitted by its domiciliary Insurance Regulator, including, if applicable, International Financial Reporting Standards.

 

“Securities Act” means the Securities Act of 1933, as amended.

“Seller Covered Employee” means the persons identified or listed in Section 10.04(b)(1)(ii) of the Seller Disclosure Letter.

“Seller Disclosure Letter” means the disclosure letter delivered by Seller to Purchaser in connection with the execution and delivery of this Agreement by the parties.

“SIG” means Sirius International Group, Ltd., an exempt company with limited liability incorporated under the laws of Bermuda with registered number 33445 having its registered office at ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇, Bermuda, and an indirect wholly owned subsidiary of the Company.

“Solutions Entity Excess Amount” means an amount equal to (i) the Solutions Entity Value minus (ii) the carrying book value of the Solutions Entity as of the Closing Date.

“Stand-Alone Benefit Plans” means each Company Benefit Plan that (i)is sponsored solely by the Company or any Subsidiary or (ii) to which the Company or any Subsidiary and a Participant are the only parties.

“subsidiary” of any person means another person, an amount of the voting securities, other voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its Board of Directors or other governing body (or, if there are no such voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first person or by another subsidiary of such first person; provided that, for purposes of this Agreement and the Ancillary Agreements, OneBeacon Insurance Group, Ltd. and its subsidiaries shall not be considered subsidiaries of Parent or Seller.

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“Tax” means (i) all taxes, charges, fees, duties, customs, tariffs, imposts, payments in lieu, levies or other assessments or charges in the nature of a tax or any other similar payment imposed by any Taxing Authority, including income, license, recording, occupation, environmental, customs duties, single business, margin, unemployment, disability, mortgage, inventory, alternative or add-on minimum, profits, receipts, premium, excise, property, sales, use, value-added, registration duty, net worth, transfer, franchise, payroll, withholding, social security, estimated or other taxes and (ii) any interest, penalty, fine or addition to any of the foregoing, whether disputed or not. The term “Tax” shall also include (without limitation) taxes prescribed under Luxembourg income tax law and related regulations, circulars, amendments and public case law.  This contains the following forms of direct taxation: (i) Municipal Business Tax, (ii) Net Wealth Tax, and (iii) Corporate Income Tax.

 “Tax Return” means any U.S. federal, state, local or non-U.S. Tax report, return (including information return), claim for refund, election, notice, estimated Tax filing, declaration, statement, schedule, form, request or other document (including (i) Corporate income tax, municipal business, net wealth tax and value added tax returns and (ii) any related or supporting information or any amendment to any of the foregoing) supplied to, required to be filed with or required to be maintained by any Taxing Authority with respect to Taxes, including any return or filing made on a consolidated, group, combined, unified or affiliated basis.

“Taxable Period” means any taxable year or any other period that is treated as a taxable year, with respect to which any Tax may be imposed under any applicable statute, rule, or regulation.

“Taxing Authority” means any Governmental Entity having primary jurisdiction over the assessment, determination, collection or imposition of any Tax.

“Transfer Tax” means any and all sales, use, stamp, documentary, filing, recording, transfer, real estate, stock transfer, intangible property transfer, personal property transfer, registration, securities transactions, conveyance and notarial Taxes, and similar fees, Taxes and governmental charges (together with any interest, penalty, addition to Tax, and additional amount imposed in respect thereof).

 “Year End Balance Sheets” means (a) the GAAP balance sheet as of December 31, 2014, included in the Audited Financial Statements described in Section 3.05(a) and (b) the statutory balance sheets as of December 31, 2014, included in the Statutory Statements described in Section 3.05(b).

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[Signature Pages Follow]

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              IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.

 

	LONE TREE HOLDINGS LTD.
	by:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
		Name:  ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
		Title:  Director, Vice President & Assistant Secretary

 

 

	SIRIUS INTERNATIONAL INSURANCE GROUP, LTD.
	by:	/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Name:  ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
		Title:  CEO

 

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	CM INTERNATIONAL HOLDING PTE. LTD.
	by:	/s/ ▇▇▇▇ ▇▇▇▇
		Name:  ▇▇▇▇ ▇▇▇▇
		Title:  Director

 

	CM BERMUDA LIMITED
	by:	/s/ ▇▇▇▇ ▇▇▇▇
		Name:  ▇▇▇▇ ▇▇▇▇
		Title:  Director

 

 

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INDEX OF DEFINED TERMS

Term	Section
A.M. Best	3.27
Accounting Firm	1.04(b)
Acquisition	1.01(a)
Additional Shares	7.03(c)
Adjusted SIG PUA Amount	5.06(f)(iii)
Adjustment Amount	1.04(a)
affiliate	10.04(b)
Affiliate Transaction	3.20
After-Acquired Business	5.16(a)(iv)
After-Tax Parent PSA Amount	5.06(g)(iv)
After-Tax Post-Closing Parent PSA Amount	5.06(g)(iv)
Aggregate Adjusted SIG PUA Amount	5.06(j)
Aggregate Bonus Amount	5.06(i)
Agreed Multiple	10.04(b)
Agreement	Preamble
Ancillary Agreements	10.04(b)
Anti-Bribery Laws	10.04(b)
Anti-Money Laundering Laws	3.18(d)
Applicable Accounting Principles	1.04(i)
Applicable Law	2.03(a)
Audited Financial Statements	3.05(a)
Authorized Representative	5.01(g)
Balance Sheet Date	3.05(a)
BGB	10.04(b)
Bi-Lateral Services Agreement	10.04(b)
Bonus Arrangements	5.06(i)
Bonus Recipients	5.06(i)
Bonus Schedule	5.06(i)
Book Value Excess Amount	1.04(a)
Books and Records	10.04(b)
Burdensome Condition	5.04(a)
Business Day	10.04(b)
Cap	8.01(b)(iii)
Cash	10.04(b)
Catastrophe Losses	10.04(b)
Change of Control	5.16(e)
Claim Deadline	5.13(b)(i)
Closing	1.02
Closing Date	1.02
Closing Date Book Value	10.04(b)
Closing Date Reorganization Value	10.04(b)

Term	Section
Closing Date Statement	1.04(a)
CMI	Recitals
CMI Guaranty	Recitals
Code	10.04(b)
Common Shares	3.02(a)
Company	Preamble
Company Benefit Plans	10.04(b)
Company Bye-Laws	3.01(b)
Company Covered Employee	10.04(b)
Company Disclosure Letter	10.04(b)
Company Intellectual Property	3.09(a)
Company Material Adverse Effect	10.04(b)
Company Memorandum of Association	3.01(b)
Company Property	3.08(a)
Company Reinsurance Contracts	3.24(a)
Company Settlement Amount	1.05
Competing Business	5.16(a)
Confidentiality Agreements	5.03
Consent	2.03(b)
Continuation Period	5.06(a)
Continuing Employees	5.06(a)
Contract	2.03(a)
Contribution Amount	1.04(a)
control	10.04(b)
controlled	10.04(b)
controlling	10.04(b)
Corporate Members	3.23(g)
Data and Privacy Laws	3.18(e)
Deductible	8.01(b)(i)
Direct Claim	8.05(c)
Disputed Claim Amount	5.13(b)(i)
Employee	10.04(b)
Environmental Law	10.04(b)
ERISA	10.04(b)
ERISA Affiliate	10.04(b)
Estimated Adjustment Amount	1.03(c)(i)
Estimated Book Value Excess Amount	1.03(c)(i)
Estimated Closing Book Value	10.04(b)
Estimated Closing Date Statement	1.04(a)
Estimated Contribution Amount	1.03(c)(i)
Estimated Payment Amount	1.03(c)(i)
Exchange Act	10.04(b)
Extracted Entities	1.03(h)
Extracted Entity Value	1.03(h)

Term	Section
FFFS Approvals	4.03(b)
Final Purchase Price	1.04(h)
Financial Statements	3.05(a)
Fraud	10.04(b)
Fundamental Representations	10.04(b)
FY 2015 Bonuses	5.06(c)
GAAP	3.05(a)
Government Official	10.04(b)
Government Ownership Restriction	4.03(a)
Governmental Approvals	5.04(a)
Governmental Entity	10.04(b)
HGB	10.04(b)
HSR Act	10.04(b)
ICC	10.09(a)
ICC Rules	10.09(a)
indemnified party	8.05(a)
Insurance Regulator	10.04(b)
Insurance Reserves	10.04(b)
Intellectual Property	3.09(e)
Intentional Breach	10.04(b)
Interim Balance Sheet	10.04(b)
Investment Assets	10.04(b)
Investment Management Agreement	10.04(b)
Investment Policy	3.26(b)
IRS	3.15(b)
Issuing Bank	10.04(b)
IT Systems	3.09(d)
Judgment	2.03(a)
JV Entity	1.03(h)
JV Entity Value	1.03(h)
Knowledge	10.04(b)
Labor Agreements	3.19(a)
Leased Property	3.08(a)
Legal Restraint	6.01(b)
Letter of Credit	1.01(b)
Liability	10.04(b)
Liens	2.03(a)
Listed Contract	3.10(b)
Lloyd’s	10.04(b)
Losses	8.01(a)
Moody’s	10.04(b)
Net Deferred Tax Asset	10.04(b)
Notice of Disagreement	1.04(b)
Option Closing	7.03(f)

Term	Section
Option Expiration Date	7.03(d)
Option Shares	7.03(c)
Option Subscription Agreement	7.03(e)
Outside Date	7.01(a)(ii)(1)
Owned Property	3.08(a)
Parent	Recitals
Parent Common Share	5.06(i)
Parent Common Share Price	5.06(i)
Parent Cover Benefits	1.05(a)
Parent Cover Costs	1.05(a)
Parent Cover Schedule	1.05(a)
Parent Covers	10.04(b)
Parent Guaranty	Recitals
Parent LTIP	5.06(i)
Parent ▇▇▇▇	5.14
Parent Performance Share Award	5.06(i)
Parent PSA Amount	5.06(g)(iii)
Parent Restricted Share Award	5.06(i)
Participant	10.04(b)
Per Share Option Price	10.04(b)
Performance Unit	5.06(j)
Permits	3.11
Permitted Liens	3.07(a)
person	10.04(b)
Personal Information	10.04(b)
Policies	3.23(b)
Post-Closing Pro-Rata Portion	5.06(j)
Potential Controller	4.05(b)
Pre-Closing Periods	9.01(b)
Pre-Closing Pro-Rata Portion	5.06(j)
Preference Shares	10.04(b)
Proceeding	3.11
Producer	3.23(d)
Property Material Adverse Effect	3.08(a)
Purchase Option	7.03(c)
Purchase Price	1.01(a)
Purchaser	Preamble
Purchaser Confidentiality Agreement	5.03
Purchaser Disclosure Letter	10.04(b)
Purchaser Indemnitees	8.01(a)
Purchaser Material Adverse Effect	10.04(b)
Purchaser Related Person	10.04(b)
Real Property Lease	3.08(b)
Reconciliation Statement	3.05(b)

Term	Section
Reference Book Value	10.04(b)
Regulatory Approvals	10.04(b)
Reinsurance Subsidiaries	10.04(b)
Reorganization Assets	10.04(b)
Restricted Transactions	5.01(f)
Retention Bonus Date	5.06(i)
Retention Bonuses	5.06(i)
Run-Off Entities	1.03(f)
Run-Off Entity Value	1.03(f)
S&P	3.27
Sanctions	3.18(c)(i)
SAP	10.04(b)
Scheduled Investments	3.26(a)
Securities Act	10.04(b)
Seller	Preamble
Seller Confidentiality Agreement	5.03
Seller Covered Employee	10.04(b)
Seller Disclosure Letter	10.04(b)
Seller Indemnitees	8.02(a)
Seller Material Adverse Effect	2.01
Seller Settlement Amount	1.05
Shares	Recitals
SIG	10.04(b)
SIG LTIP	5.06(i)
SIG Performance Unit Award	5.06(i)
SIG PUA Amount	5.06(f)(iii)
Solutions Entity	1.03(g)
Solutions Entity Excess Amount	10.04(b)
Solutions Entity Value	1.03(g)
Specified Target Value	5.06(g)(iii)
Stand-Alone Benefit Plans	10.04(b)
Statutory Statements	3.05(c)
Straddle Periods	9.01(b)
subsidiary	10.04(b)
Subsidiary	3.01(a)
Tax	10.04(b)
Tax Accountant	9.06
Tax Attribute	10.04(b)
Tax Benefit	5.06(j)
Tax Loss	9.05(a)
Tax Proceeding	9.05(e)
Tax Return	10.04(b)
Taxable Period	10.04(b)
Taxing Authority	10.04(b)

Term	Section
Termination Fee	7.03(a)
Termination Fee Shares	7.03(b)
Third Party Claim	8.05(a)
Third Party Consent	5.04(c)
Top-Up Amount	1.04(g)
Transaction Bonuses	5.06(i)
Transfer Tax	10.04(b)
U.K. Approvals	4.03(b)
Unaudited Financial Statements	3.05(a)
Voting Company Debt	3.02(a)
WARN Act	5.06(e)
Withholding Tax	1.06
Year End Balance Sheets	10.04(b)

Index-6

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