AMBAC FINANCIAL GROUP INC (Form: 8-K, Received: 03/29/2016 17:12:13)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 28, 2016

Ambac Financial Group, Inc.

(Exact name of Registrant as specified in its charter)



Delaware	1-10777	13-3621676
(State of incorporation)	(Commission file number)	(I.R.S. employer identification no.)

One State Street Plaza, New York, New York 10004

(Address of principal executive offices) (Zip Code)

(212) 658-7470

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))


Item 1.01	Entry into a Material Definitive Agreement.

On March 28, 2016 , Ambac Financial Group, Inc. (the “ Company ”) entered into five separate agreements (each, a “ Support Agreement ”), with the following five stockholders of the Company: (i) Alden Global Capital LLC (“ Alden ”), (ii) Axonic Credit Opportunities Master Fund, LP and OC 523 Master Fund Ltd. (collectively, “ Axonic ”), (iii) Cornwall Master LP (“ Cornwall ”) (iv) Evermore Global Advisors, LLC (“ Evermore ”), and (v) Sterling Grace Municipal Securities Corp. (“ Sterling ”). We refer herein to each of Alden, Axonic, Cornwall, Evermore and Sterling as a “ Stockholder .”

Pursuant to its Support Agreement with each Stockholder, the Company agreed to increase the size of its board of directors (the “ Board ”) from six members to eight members and to appoint, effective on March 28, 2016, Ian Haft and David Herzog to the Board. The Company agreed with each of Alden, Cornwall, Evermore and Sterling that it will use reasonable best efforts to recommend, support and solicit proxies in favor of Messrs. Haft and Herzog to the Board at the 2016 Annual Meeting in a manner no less rigorous and favorable than it undertakes such actions with respect to other nominees at the meeting. The Company further agreed with each of Alden, Cornwall, Evermore and Sterling that following the 2016 annual meeting and through the 2017 annual meeting, the Board will not increase its size to more than six directors other than by unanimous vote of the directors then in office.

Each Stockholder agreed with the Company, among other things, that such Stockholder will appear in person or by proxy at the 2016 annual meeting and vote all shares of common stock it owns as of March 29, 2016, the record date for such meeting, in favor of (i) Messrs. Haft and Herzog, Alexander Greene, C. James Prieur, Jeffrey Stein and Nader Tavakoli (the “ 2016 Board Nominees ”) for election to the Board, (ii) the Company’s “say on pay” proposal, and (iii) the ratification of the Company’s auditors. Each Stockholder further agreed with the Company not to nominate or recommend any other person for election to the Board at the 2016 annual meeting, submit any proposal for consideration at the 2016 annual meeting, initiate or participate in any “withhold” campaign with respect to the 2016 annual meeting, or support or encourage other stockholders taking any of these actions.

Each of Alden, Cornwall, Evermore and Sterling agreed with the Company that from March 28, 2016, until the completion of the 2016 annual meeting, such Stockholder will not engage in any trading that would reduce the net voting power of such Stockholder and its affiliates at the annual meeting. Each of Alden, Axonic, Evermore, and Sterling Grace represented to the Company that, as of March 28, 2016, each such Stockholder had no current intention to transfer or dispose of, or engage in any trading in, any shares of the Company’s common stock such Stockholder owned as of such date.

Each Stockholder also agreed to a standstill, which prohibits such Stockholder from: (i) soliciting or participating in the solicitation of proxies with respect the Company’s securities, (ii) advising or supporting any person with respect to the voting of securities of the Company at the 2016 annual meeting, (iii) seeking to influence nominations in furtherance of a “contested solicitation” for the election or removal of directors; (iv) seeking, alone or in concert, representation on the Board, or (v) making any statement disparaging the Company, its directors or its management.

In addition to any other committee assignments the Board may make, the Company agreed with Cornwall that for so long as Mr. Haft serves on the Board, he will be appointed to the Compensation Committee and the Strategy and Risk Policy Committee of the Board. The Company agreed with each of Alden, Cornwall, Evermore, and Sterling that, from and after the 2016 annual meeting, Messrs. Haft and Herzog will serve on the board of directors of Ambac Assurance Corporation.

Cornwall agreed that if, at any time while Mr. Haft serves on the Board, Cornwall ceases to have “net long” ownership of at least 1,600,000 shares of the Company’s common stock, Cornwall will cause Mr. Haft to resign from the Board. Cornwall further agreed that, from and after the 2016 annual meeting, for so long as Mr. Haft serves on the Board, Cornwall will vote its shares in support the Board’s nominees for each future annual meeting.

The Company’s Support Agreements with each of Alden, Evermore and Sterling terminate on the earlier of (i) the date on which Messrs. Herzog and Haft cease to serve on the Board or (ii) September 28, 2016. The Company’s Support Agreement with Cornwall terminates on the later of (i) September 28, 2016 and (ii) 30 days from the date after Mr. Haft ceases to be a director on the Board. The Company’s Support Agreement with Axonic terminates on the earlier of the date that (i) either Mr. Haft or Mr. Herzog ceases to serve on the Board or the Board fails to nominate either Mr. Haft or Mr. Herzog to the Board, (ii) the date following the 2016 annual meeting, and (iii) June 18, 2016.

The above summary is qualified in its entirety by reference to the full text of the Support Agreements, copies of which are filed as Exhibits 10.1 through 10.5 to this Current Report on Form 8-K and incorporated herein by reference.


Item 5.02.	Departures of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the Support Agreements, the Company’s board of directors appointed Ian Haft and David Herzog to the Board, in each case, effective on March 28, 2016. Two directors currently serving on the Board, Victor Mandel and Eugene Bullis, will not stand for re-election at the 2016 annual meeting.

Effective March 28, 2016 Mr. Haft was appointed to the Compensation Committee and the Strategy and Risk Policy Committee of the Board, and Mr. Herzog was appointed to the Audit Committee of the Board.


Item 7.01	Regulation FD Disclosure.

On March 28, 2016 , the Company issued a press release announcing the Support Agreements. The full text of the press release is set forth as Exhibit 99.1 and incorporated herein by reference.


Item 9.01	Financial Statements and Exhibits

(d) Exhibits. The following exhibits are filed as part of this Current Report on Form 8-K:



Exhibit
Number		Exhibit Description
10.1		Voting and Support Settlement Agreement, dated as of March 28, 2016, by and between Ambac Financial Group, Inc. and Alden Global Capital LLC.
10.2		Voting and Support Settlement Agreement, dated as of March 28, 2016, by and among Ambac Financial Group, Inc, Axonic Credit Opportunities Master Fund, LP and OC 523 Master Fund Ltd.
10.3		Voting Support Settlement Agreement, dated as of March 28, 2016, by and between Ambac Financial Group, Inc. and Cornwall Master LP.
10.4		Voting and Support Settlement Agreement, dated as of March 28, 2016, by and between Ambac Financial Group, Inc. and Evermore Global Advisors, LLC.
10.5		Voting Support Settlement Agreement, dated as of March 28, 2016, by and between Ambac Financial Group, Inc. and Sterling Grace Municipal Securities Corp.
99.1		Press Release dated March 28, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		Ambac Financial Group, Inc.
		(Registrant)

Dated:	March 29, 2016	By:	/s/ William J. White
			First Vice President, Secretary and Assistant General Counsel

Exhibit Index



Exhibit
Number		Exhibit Description
10.1		Voting and Support Settlement Agreement, dated as of March 28, 2016, by and between Ambac Financial Group, Inc. and Alden Global Capital LLC.
10.2		Voting and Support Settlement Agreement, dated as of March 28, 2016, by and among Ambac Financial Group, Inc, Axonic Credit Opportunities Master Fund, LP and OC 523 Master Fund Ltd.
10.3		Voting Support Settlement Agreement, dated as of March 28, 2016, by and between Ambac Financial Group, Inc. and Cornwall Master LP.
10.4		Voting and Support Settlement Agreement, dated as of March 28, 2016, by and between Ambac Financial Group, Inc. and Evermore Global Advisors, LLC.
10.5		Voting Support Settlement Agreement, dated as of March 28, 2016, by and between Ambac Financial Group, Inc. and Sterling Grace Municipal Securities Corp.
99.1		Press Release dated March 28, 2016

EXHIBIT 10.1

VOTING AND SUPPORT SETTLEMENT AGREEMENT

This Agreement (this “ Agreement ”) is made and entered into as of March 28, 2016, by and between Ambac Financial Group, Inc. (the “ Company ”) and Alden Global Capital LLC (the “ Stockholder ”) (the Company and Stockholder, each a “ Party ” to this Agreement, and collectively, the “ Parties ”).

RECITALS

WHEREAS, Stockholder has communicated with the Company concerning the affairs of the Company, including possible additions to the membership of its board of directors (the “ Board ”);

WHEREAS, the Company and the Stockholder each desire that the Company increase the size of the Board and add two new members (who shall also be added to the Board of Ambac Assurance Corp. following the 2016 Annual Meeting) and desire that such new members be nominated for election at the 2016 annual meeting of stockholders of the Company, including any adjournment or postponement thereof (the “ 2016 Annual Meeting ”);

WHEREAS, the Company and the Stockholder have each determined to come to agreement with respect to the foregoing and certain other matters, as provided in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties, intending to be legally bound hereby, agree as follows:

1. Board Matters; Board Appointments; 2016 Annual Meeting .

(a) Effective as of the execution of this Agreement, the Stockholder on behalf of itself and its Affiliates hereby agrees that it shall not, and that it and any of its Affiliates shall not (and shall use reasonable best efforts to cause its Associates not to), (i) nominate or recommend for nomination any person for election at the 2016 Annual Meeting, directly or indirectly, (ii) submit any proposal for consideration at, or bring any other business before, the 2016 Annual Meeting, directly or indirectly, (iii) initiate, encourage or participate in any “withhold” or similar campaign with respect to the 2016 Annual Meeting, directly or indirectly, or (iv) publicly or privately encourage or support any other stockholder to take, or support in the taking of, any of the actions or matters described in this Section 1(a).

(b) The Board and all applicable committees of the Board shall promptly take all necessary actions, pursuant to the Bylaws so that (i) the Board shall be increased in size to eight members (from six), effective as of March 28, 2016 through the time that is immediately prior to the election of directors at the 2016 Annual Meeting, and then shall be reduced in size to six directors as of the election of directors at the 2016 Annual Meeting, it being understood that there shall be only six directors to be elected at the 2016 Annual Meeting; (ii) Ian Haft and David Herzog (the “ Independent Nominees ”), who have consented to such appointment and agreed to serve on the Board, shall be appointed to the Board to fill the resulting vacancies from the increase of the size of the Board, effective March 28, 2016; (iii) the Board shall nominate each of the Independent Nominees, along with Alexander Greene, C. James Prieur, Jeffrey Stein and Nader Tavakoli (collectively, the “ 2016 Board Nominees ”) as directors for election to the Board at the 2016 Annual Meeting; (iv) at the 2016 Annual Meeting, two (2) of the directors serving on the Board on the date hereof (being Eugene Bullis and Victor Mandel) shall not stand for re-election and (v) the Company shall recommend, support and solicit proxies at the 2016 Annual Meeting for each of the 2016 Board Nominees; provided that the Company will use reasonable best efforts to recommend, support and solicit proxies in favor of the election of the Independent Nominees to the Board at the 2016 Annual Meeting (including recommending that the Company’s shareholders vote in favor of the Independent Nominees for election in a manner no less rigorous and favorable than the manner in which the Company recommends, support and solicits proxies in

favor of the election of the other 2016 Board Nominees in the aggregate). After the 2016 Annual Meeting and through the completion of the 2017 annual meeting of shareholders (the “ 2017 Annual Meeting ”), the Board shall not increase the size of the Board to more than six directors other than by unanimous vote of the directors then in office.

(c) From and after the 2016 Annual Meeting, the Independent Nominees shall serve on the board of directors of Ambac Assurance Corp., so long as such individuals serve on the Board.

(d) Provided the obligations in Section 1(e) are in full force and effect, the Stockholder agrees to appear in person or by proxy at the 2016 Annual Meeting and to vote, or cause to be voted, all shares of shares of Common Stock beneficially owned by (x) the Stockholder or any of its Affiliates as of March 29, 2016 (the “ Record Date ”) and (y) all other shares over which such person has voting power at the 2016 Annual Meeting (i) in favor of the 2016 Board Nominees, (ii) in favor of the Company’s “say-on-pay” proposal, and (iii) in favor of the ratification of the Company’s auditors.

(e) From the date hereof through the close of business on the date on which the 2016 Annual Meeting is completed (including any adjournments or postponements thereof), the Stockholder agrees that neither it nor any of its Affiliates will (and it shall use reasonable best efforts to cause its Associates not to), directly or indirectly, in any manner (whether through third parties or otherwise), other than, in each of cases (i) – (v), in support of and in favor of the election of all of the 2016 Board Nominees and the other matters referred to in Section 1(d):

(i) solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, the Common Stock, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), in or assist any person not a party to this Agreement (a “ Third Party ”) in any “solicitation” of any proxy, consent or other authority (as such terms are defined under the Exchange Act) to vote any shares of the Common Stock (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter);

(ii) advise, encourage, support or influence any person with respect to the voting of any securities of the Company at the 2016 Annual Meeting or special meeting of stockholders, or seek to do so (other than such encouragement, advice or influence that is consistent with the Company’s recommendation in connection with such matter);

(iii) seek or encourage any person to submit nominations in furtherance of a “contested solicitation” for the election or removal of directors with respect to the Company or seek, encourage or take any other action with respect to the election or removal of any directors or with respect to the submission of any stockholder proposal;

(iv) other than as provided in this Agreement, seek, alone or in concert with others, representation on the Board;

(v) seek or request permission to do any of the foregoing, make any request to amend, waive or terminate any provision of this Section 1 (including, without limitation, this Section 1(e)), or make or seek permission to make any public announcement with respect to any of the foregoing;

(vi) otherwise act, alone or in concert with others to make or cause to be made any statement disparaging of the Company, its directors or management including: (i) in any document or report filed with or furnished to the SEC or any other governmental agency, (ii) in any press release or other publicly available format, or (iii) to any analyst, journalist or member of the media (including without limitation, in a television, radio, newspaper or magazine interview), or otherwise (it being agreed that the prosecution in good faith of litigation asserting that the Company has breached its obligations under this Agreement, in and of itself, shall not constitute a

violation of this clause (vi) to the extent it is necessary in such litigation to describe the facts underlying the asserted breach).

The restrictions set forth above in this Section 1(e) shall not apply for the duration of any period that the Company is not in material compliance with its obligations under Section 1(b) and Section 1(c) .

2. Representations and Warranties of the Company .

The Company represents and warrants to the Stockholder that this Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

3. Representations and Warranties of the Stockholder.

The Stockholder represents and warrants to the Company that this Agreement has been duly authorized, executed and delivered by the Stockholder, is a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. The Stockholder further represents and warrants that, the Stockholder, together with those of its Affiliates as to which the Stockholder has the ability to cause compliance with the obligations of the Stockholder’s Affiliates hereunder, (i) as of the Record Date, will own beneficially or directly, and as of the date of this Agreement, own beneficially or directly, 1,735,150 shares of Common Stock (the “ Covered Shares ”), and (ii) as of the date of this Agreement, except for the Covered Shares and except as set forth on Exhibit A , do not currently have, and do not currently have any right to acquire, any interest in any other debt or equity securities of the Company or any of its subsidiaries, including, in the case of Ambac Assurance Corporation, obligations insured by such entity or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any obligations measured by the price or value of any securities of the Company or any of its subsidiaries, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of the Common Stock, whether or not any of the foregoing would give rise to beneficial ownership, and whether or not to be settled by delivery of Common Stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement. The Stockholder further represents and warrants that, as of the date of this Agreement, the Stockholder has no current intention to transfer or dispose of, or engage in any trading in or with respect to, and Covered Shares. The Stockholder further represents and warrants that, as of the date of this Agreement, the Stockholder has, and as of the Record Date, the Stockholder will have (assuming that the Record Date is unchanged from the date specified in the definition thereof) the power to direct the voting power of the Covered Shares with respect to the 2016 Annual Meeting.

4. No Transfer of Record Date Voting Power . From the date of this Agreement through the completion of the 2016 Annual Meeting (including any postponements or adjournments thereof), Stockholder agrees not to engage in any trading in or with respect to the Common Stock of the Company that would have the effect of reducing the net voting power of the Stockholder and its Affiliates would have with respect to the election of directors at the 2016 Annual Meeting (assuming for purposes of this Section 4, that the record date for such meeting remains March 29, 2016) below the voting power of the Covered Shares (which, for the avoidance of doubt, is equal to the number of shares held by the Stockholder as of the date hereof).

5. Termination . This Agreement shall terminate on the earlier of (a) the date on which the Independent Nominees cease to serve on the Board, or (b) the date which is six months from the date hereof.

6. Press Release and SEC Filing . Promptly following the execution of this Agreement, the Company will issue a press release in the form agreed with the Stockholder (the “ Agreed Press Release ”) announcing this Agreement and any other settlement related agreement entered into with any other shareholder of the Company. The Stockholder shall not make any public announcement or public statement that is inconsistent with or contrary to the statements made in the Agreed Press Release, except as required by law or the rules of any stock exchange or with the prior written consent of the Company.

7. Specific Performance; Remedies .

The Parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity; provided , that notwithstanding any provision in this Agreement to the contrary, the Stockholder shall not have the right to enforce (specifically or otherwise) or make any claim or demand with respect to, or have any rights against or obligations to, any other stockholder of the Company under or in connection with any provision of this Agreement (it being acknowledged and understood by the Stockholder and the Company that there is no agreement or understanding as to any of the matters hereunder between the Stockholder and any other owner of the Company’s Common Stock, and that the Stockholder’s rights and obligations hereunder exist solely with respect to the Company and not with respect to any other stockholder). The Company shall have the sole right in its sole and absolute discretion to enforce or waive such breach, without requiring the consent of or any other action by the other Party hereto. FURTHERMORE, EACH OF THE PARTIES HERETO (A) IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY AND (B) AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

8. Expenses .

Each Party shall each be responsible for its own fees and expenses incurred in connection with the negotiation, execution and effectuation of this Agreement and the transactions contemplated hereby, including, but not limited to, any matters related to the 2016 Annual Meeting; provided that the Company shall reimburse Stockholder for all reasonable and documented out of pocket costs, fees and expenses incurred and paid by Stockholder in connection with its negotiation and execution of this Agreement, provided further, that in no event shall the costs, fees and expenses to be paid or reimbursed by the Company pursuant to this Section 8 exceed $20,000.

9. Severability .

If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the Parties that the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the Parties agree to use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.

10. Notices .

Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending Party); or (iii) one business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses and facsimile numbers for such communications shall be:

If to the Company:

Ambac Financial Group, Inc.

One State Street Plaza, 16 ^th Floor
New York, New York

Facsimile No.: (212) 208-3384

Attention: General Counsel

With copies (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019

Facsimile No.: (212) 403-2000

Attention: Mark Gordon

If to the Stockholder:

Alden Global Capital LLC

885 Third Avenue, 34 ^th Floor

New York, New York 10022

Facsimile No.: (212) 702-0145

Attention: Chief Legal Officer

With a copy (which shall not constitute notice) to:

Gibson, Dunn & Crutcher LLP

200 Park Avenue

New York, New York 10166

Attention: J. Alan Bannister

Email: abannister@gibsondunn.com

11. Applicable Law .

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof that would result in the application of the laws of another jurisdiction. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware (or, if any such court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) and any appellate court therefrom. Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable legal requirements, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts.

forth in Rule 12b-2 promulgated by the Securities and Exchange Commission under the Exchange Act, and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement (provided that, for purposes of this Agreement, neither “Affiliate” nor “Associate” shall include any natural person, and, provided further, that neither such term shall include any entity whose equity securities are registered under the Exchange Act (or are publicly traded in a foreign jurisdiction), solely by reason of the fact that a principal of the Stockholder serves as a member of its board of directors or similar governing body, unless the Stockholder otherwise controls such entity (as the term “control” is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) and no entity shall be an Associate solely by reason of clause (1) of the definition of Associate in Rule 12b-2 if it is not otherwise an Affiliate). the Stockholder and the Company shall each be responsible for any breach of the terms of this Agreement by such persons, as applicable. The Company shall cause its directors, officers and controlled Affiliates to comply with the terms of this Agreement.

13. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).

14. Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries . This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Parties. No failure on the part of either Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to either Party, the prior written consent of such Party . This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

[ The remainder of this page intentionally left blank ]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date first above written.



ALDEN GLOBAL CAPITAL LLC

By:	/s/ Heath Freeman
	Name:	Heath Freeman
	Title	President

[ Signature Page – Alden Support Agreement ]



AMBAC FINANCIAL GROUP, INC.

By:	/s/ Stephen M. Ksenak
	Name:	Stephen M. Ksenak
	Title	Senior Managing Director and General Counsel

[ Signature Page – Alden Support Agreement ]

EXHIBIT A



	Number of Shares in Which Stockholder has a Derivative Position ⁽¹⁾
Alden Global Capital LLC and Affiliates	423,309

___________________


⁽¹⁾	Cash settled equity swap position (long) of Stockholder and Affiliates as of the date of this Agreement. Stockholder and Affiliates have no power to vote or control the vote of the number of shares represented by such swaps.

EXHIBIT 10.2

VOTING AND SUPPORT SETTLEMENT AGREEMENT

This Agreement (this “ Agreement ”) is made and entered into as of March 28, 2016, by and between Ambac Financial Group, Inc. (the “ Company ”) and each other signatory hereto, severally and not jointly (each, a “ Stockholder ”) (the Company and Stockholder, each a “ Party ” and, collectively, the “ Parties ”).

RECITALS

WHEREAS, the Company and each Stockholder each desire that the Company increase the size of the Board of Directors of the Company (the “ Board ”) and add two new members (who shall also be added to the Board of Ambac Assurance Corp. following the 2016 Annual Meeting) and desire that such new members be nominated for election at the 2016 annual meeting of stockholders of the Company, including any adjournment or postponement thereof (the “ 2016 Annual Meeting ”);

WHEREAS, the Company expects the Board to nominate as directors for election to the Board at the 2016 Annual Meeting Ian Haft and David Herzog (collectively, the “ Independent Nominees ”) and Alexander Greene, C. James Prieur, Jeffrey Stein and Nader Tavakoli (collectively with the Independent Nominees, the “ 2016 Board Nominees ”);

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Company and each Stockholder, intending to be legally bound hereby, agree as follows:

1. Board Matters; Board Appointments; 2016 Annual Meeting .

(a) Effective as of the execution of this Agreement, such Stockholder hereby agrees that it shall not, and that it shall use reasonable best efforts to cause Axonic Capital LLC (“ Axonic ”) or any person employed by Axonic not to, (i) nominate or recommend for nomination any person for election at the 2016 Annual Meeting, directly or indirectly, (ii) submit any proposal for consideration at, or bring any other business before, the 2016 Annual Meeting, directly or indirectly, (iii) initiate, encourage or participate in any “withhold” or similar campaign with respect to the 2016 Annual Meeting, directly or indirectly, or (iv) publicly or privately encourage or support any other stockholder to take, or support in the taking of, any of the actions or matters described in this Section 1(a).

(b) Such Stockholder agrees to appear in person or by proxy at the 2016 Annual Meeting and to vote, or cause to be voted, all shares of Common Stock beneficially owned by such Stockholder as of the record date for the Annual Meeting, March 29, 2016 (such date, the “ Record Date ”) (i) in favor of the 2016 Board Nominees, (ii) in favor of the Company’s “say-on-pay” proposal in substantially the form provided to such Stockholder by or on behalf of the Company prior to such Stockholder’s entry into this Agreement, and (iii) in favor of the ratification of KPMG LLP as the Company’s auditors.

(c) From the date hereof through the close of business on the date on which the 2016 Annual Meeting is completed (including any adjournments or postponements thereof), such Stockholder agrees that it shall not, and it shall use reasonable best efforts to cause Axonic and any person employed by Axonic to not, directly or indirectly, in any manner (whether through third parties or otherwise) (other than, in each of cases (i) – (v), in support of and in favor of the election of all of the 2016 Board Nominees and the other matters referred to in Section 1(b)):

(i) solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, the Common Stock, or become a

“participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), in or assist any person not a party to this Agreement (a “ Third Party ”) in any “solicitation” of any proxy, consent or other authority (as such terms are defined under the Exchange Act) to vote any shares of the Common Stock (other than such encouragement, advice or influence that is in accordance with this Agreement or otherwise consistent with Company management’s recommendation in connection with such matter);

(ii) advise, encourage, support or influence any person with respect to the voting of any securities of the Company at the 2016 Annual Meeting(other than such encouragement, advice or influence that is consistent with the Company’s recommendation in connection with such matter);

(iv) other than as provided in this Agreement, seek, alone or in concert with others, representation on the Board;

(v) seek or request permission to do any of the foregoing, make any request to amend, waive or terminate any provision of this Section 1 (including, without limitation, this Section 1(c)), or make or seek permission to make any public announcement with respect to any of the foregoing; and

The restrictions set forth above in this Section 1(c) shall not apply for the duration of any period that the Company is not in compliance with its obligations under Section 8 . Notwithstanding anything to the contray in this Section 1, each Stockholder’s obligations under this Section 1 shall only apply if only the 2016 Board Nominees are nominated by the Board to be directors of the Board to be voted on at the 2016 Annual Meeting.

2. Representations and Warranties of the Company .

The Company represents and warrants to such Stockholder that this Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

3. Representations and Warranties of the Stockholder.

Such Stockholder represents and warrants to the Company that this Agreement has been duly authorized, executed and delivered by such Stockholder, is a valid and binding obligation of such Stockholder, enforceable against the Stockholder in accordance with its terms.

Such Stockholder further represents and warrants that, (i) as of the date of this Agreement, it owns beneficially or directly, the number of shares of Common Stock (the “ Covered Shares ”) previously disclosed to the Company in writing, and as of the Record Date, it will have the power to direct the voting of the Covered Shares, and (ii) as of March 24, 2016, except for such Covered Shares and, except as previously disclosed to the Company in writing (the “ Disclosed Positions ”), such Stockholder does not currently have, and does not currently have any

right to acquire, any interest in any other debt or equity securities of the Company or to its knowledge any of the Company’s subsidiaries, including, in the case of Ambac Assurance Corporation, obligations insured by such entity or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any obligations measured by the price or value of any securities of the Company or any of its subsidiaries, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of the Common Stock, whether or not any of the foregoing would give rise to beneficial ownership, and whether or not to be settled by delivery of Common Stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement.

Such Stockholder further represents and warrants that, as of the date of this Agreement, such Stockholder has no current intention to transfer or dispose of, or engage in any trading in or with respect to, any Covered Shares.

4. Disclosed Positions . The Company agrees to treat as confidential the Disclosed Positions and use the same care with respect to the Disclosed Positions as it uses with respect to its own confidential information and , if permitted by law, to promptly notify Axonic if it is compelled by law or legal process to diclose the Disclosed Positions and cooperate with Stockholders (at their expense) to obtain a protective order or other available relief; provided that, notwitstanding the foregoing, the Company shall be permitted to disclose any of the Disclosed Positions to any third party, and such Disclosed Position shall not be deemed confidential, to the extent that such Disclosed Position (i) is in the Company’s possession prior to the disclosure by the Stockholders (and is not known by the Company to be subject to another confidentiality agreement with or other obligation of confidentiality to the Stockholders); (ii) is or becomes generally available to the public other than as a result of any violation by the Company of the provisions hereof; or (iii) is or becomes available to the Company on a non-confidential basis from a source other than the Stockholders (and such source is not known by the Company to be subject to another confidentiality agreement with or other obligation of confidentiality to the Stockholders). This Section 4 shall survive the termination of this Agreement.

5. Termination . This Agreement shall terminate on the earliest of (a) the date on which either Independent Nominee ceases to serve on, or withdraws its nomination from, the Board, or the Board fails to nominate either Independent Nominee to serve on the Board, (b) the day following the 2016 Annual Meeting and (c) June 18, 2016.

6. Press Release and SEC Filing . Promptly following the execution of this Agreement, the Company will issue a press release in the form and content agreed with each Stockholder (the “ Agreed Press Release ”) announcing this Agreement and any other settlement related agreement entered into with any other shareholder of the Company. The Stockholder shall not make any public announcement or public statement that is inconsistent with or contrary to the statements made in the Agreed Press Release, except as required by law or the rules of any stock exchange or with the prior written consent of the Company.

7. Specific Performance; Remedies .

The Parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, EACH OF THE PARTIES HERETO (A) IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY AND (B) AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

8. Expenses .

not limited to, any matters related to the 2016 Annual Meeting, except that Company shall pay to Seward and Kissel LLP the legal fees and expenses of the Stockholders in amount equal to $3,500 in respect of all Stockholders collectively wihtin 10 business days of the Company’s receipt of a request on behalf of all the Stockholders for such expenses, together with reasonable documentation thereof. This Section 8 shall survive the termination of this Agreement.

9. Severability .

10. Notices .

If to the Company:

Ambac Financial Group, Inc.

One State Street Plaza, 16 ^th Floor
New York, New York

Facsimile No.: (212) 208-3384

Attention: General Counsel

With copies (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019

Facsimile No.: (212) 403-2000

Attention: Mark Gordon

If to the Stockholder:

c/o Chris Hughes, Director of Operations,

Axonic Capital LLC

390 Park Avenue 15th Floor

New York, N.Y. 10022

axonicconfirmations@axoniccap.com

11. Applicable Law .

laws of another jurisdiction. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Court of Chancery of the State of Delaware (or, if any such court declines to accept jurisdiction over a particular matter, any state or federal court within the State of Delaware) and any appellate court therefrom. Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable legal requirements, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts.

12. Exceptions . Notwithstanding anything to the contrary set forth in the Agreement, nothing herein shall prevent, and none of Axonic, Axonic’s manager or member, or any Stockholder shall have any liability for, (A) any private communication by Axonic or any person employed by Axonic to (i) any other person employed by Axonic, (ii) any director of or investor in a Stockholder (or any of their representatives) or (iii) or any other client of Axonic or investor in such client, (B) any communication or disclosure made by Axonic or any person employed by Axonic as required by law or legal process or (C) Axonic, in the exercise of its fiduciary duty, privately advising its clients (other then the Stockholders) as to how or whether to vote their shares of the Company.

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date first above written.



AMBAC FINANCIAL GROUP, INC.

By:	/s/ Stephen M. Ksenak
	Name:	Stephen M. Ksenak
	Title	Senior Managing Director and General Counsel

[ Signature Page – Axonic Support Agreement ]



AXONIC CREDIT OPPORTUNITIES MASTER FUND LP,

By Axonic Capital LLC, its investment manager,

By:	/s/ Labib S. Mahfouz
	Name:	Labib S. Mahfouz
	Title	President & COO

OC 523 MASTER FUND LTD.,

By Axonic Capital LLC, its investment manager,

By:	/s/ Labib S. Mahfouz
	Name:	Labib S. Mahfouz
	Title:	President & COO

[ Signature Page – Axonic Support Agreement ]

Exhibit 10.3

VOTING AND SUPPORT SETTLEMENT AGREEMENT

This Agreement (this “ Agreement ”) is made and entered into as of March 28, 2016, by and between Ambac Financial Group, Inc. (the “ Company ”) and Cornwall Master LP (“ Cornwall ”) (the Company and Cornwall, each a “ Party ” to this Agreement, and collectively, the “ Parties ”).

RECITALS

WHEREAS, Cornwall has communicated with the Company concerning the affairs of the Company, including possible additions to the membership of its board of directors (the “ Board ”);

WHEREAS, the Company and Cornwall each desire that the Company increase the size of the Board and add two new members (who shall also be added to the Board of Ambac Assurance Corp. following the 2016 Annual Meeting) and desire that such new members be nominated for election at the 2016 annual meeting of stockholders of the Company, including any adjournment or postponement thereof (the “ 2016 Annual Meeting ”);

WHEREAS, the Company and Cornwall have each determined to come to agreement with respect to the foregoing and certain other matters, as provided in this Agreement.

1. Board Matters; Board Appointments; 2016 Annual Meeting .

(a) Effective as of the execution of this Agreement, Cornwall on behalf of itself and its Affiliates hereby agrees that it shall not, and that it and any of its Affiliates shall not (and shall use reasonable best efforts to cause its Associates not to), (i) nominate or recommend for nomination any person for election at the 2016 Annual Meeting, directly or indirectly, (ii) submit any proposal for consideration at, or bring any other business before, the 2016 Annual Meeting, directly or indirectly, (iii) initiate, encourage or participate in any “withhold” or similar campaign with respect to the 2016 Annual Meeting, directly or indirectly, or (iv) publicly or privately encourage or support any other stockholder to take, or support in the taking of, any of the actions or matters described in this Section 1(a).

(b) The Board and all applicable committees of the Board shall promptly take all necessary actions, pursuant to the Bylaws so that (i) the Board shall be increased in size to eight members (from six), effective as of March 28, 2016 through the time that is immediately prior to the election of directors at the 2016 Annual Meeting, and then shall be reduced in size to six directors as of the election of directors at the 2016 Annual Meeting, it being understood that there shall be only six directors to be elected at the 2016 Annual Meeting; (ii) Ian Haft (the “ Cornwall Nominee ”) and David Herzog (the “ Independent Nominee ”), each of whom has consented to such appointment and agreed to serve on the Board, shall be appointed to the Board to fill the resulting vacancies from the increase of the size of the Board, effective March 28, 2016; (iii) the Board shall nominate each of the Cornwall Nominee, the Independent Nominee, along with Alexander Greene, C. James Prieur, Jeffrey Stein and Nader Tavakoli (collectively, the “ 2016 Board Nominees ”) as directors for election to the Board at the 2016 Annual Meeting; (v) at the 2016 Annual Meeting, two (2) of the directors serving on the Board on the date hereof (being Eugene Bullis and Victor Mandel) shall not stand for re-election; and (vi) the Company shall recommend, support and solicit proxies at the 2016 Annual Meeting for each of the 2016 Board Nominees; provided that the Company will use reasonable best efforts to recommend, support and solicit proxies in favor of the election of the Cornwall Nominee and the Independent Nominee to the Board at the 2016 Annual Meeting (including recommending that the Company’s shareholders vote in favor of the Cornwall Nominee and the Independent Nominee for election in a

manner no less rigorous and favorable than the manner in which the Company recommends, support and solicits proxies in favor of the election of the other 2016 Board Nominees in the aggregate). After the 2016 Annual Meeting and through the completion of the 2017 annual meeting of shareholders (the “ 2017 Annual Meeting ”), the Board shall not increase the size of the Board to more than six directors other than by unanimous vote of the directors then in office. If, at any time while the Cornwall Nominee serves on the Board, Cornwall and its Affiliates, collectively, cease to have net “long” ownership (direct or beneficial) of at least 1,600,000 shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and similar pro rata adjustments) of common stock of the Company (the “ Common Stock ”), net of any shares of Common Stock with respect to which Cornwall holds a short or short-equivalent position, the Cornwall Nominee agrees to, and Cornwall shall cause the Cornwall Nominee to, resign from the Board with immediate effectiveness, and the Company and Cornwall will have no further obligations with respect to each other under this Agreement. For purposes of the preceding sentence, the term “ownership” shall be deemed to require voting power over and full economic exposure to the shares of Common Stock, shared only with Affiliates of Cornwall.

(c) For so long as the Cornwall Nominee serves on the Board, but subject to compliance with NASDAQ listing requirements regarding independence of directors and committee members, the Cornwall Nominee shall (at the option of the Cornwall Nominee) be appointed to the Compensation Committee and the Strategy and Risk Policy Committee of the Board (and any equivalent, successor or replacement committees thereof). In addition, from and after the 2016 Annual Meeting, each of the Cornwall Nominee and the Independent Nominee shall serve on the board of directors of Ambac Assurance Corp., so long as such individual serves on the Board.

(d) Cornwall agrees and acknowledges that the Cornwall Nominee shall be required to: (i) so long as it serves on the Board, comply with (and shall also be entitled to all rights and benefits under) all policies, procedures, processes, codes, rules, standards and guidelines applicable to members of the Board as they may be in effect from time to time (including, without limitation, as to confidentiality), copies of the current versions of which have been made available to the 2016 Board Nominees and (ii) complete the Company’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company in connection with the election of Board members.

(e) Provided the obligations in Section 1(f) are in full force and effect, Cornwall agrees to appear in person or by proxy at the 2016 Annual Meeting and to vote, or cause to be voted, (x) all shares of Common Stock beneficially owned by Cornwall or any of its Affiliates as of March 29, 2016 (the “ Record Date ”) and (y) all other shares of Common Stock over which Cornwall has voting power at the 2016 Annual Meeting (i) in favor of the 2016 Board Nominees, (ii) in favor of the Company’s “say-on-pay” proposal, and (iii) in favor of the ratification of the Company’s auditors.

(f) From the date hereof through the close of business on the date on which the 2016 Annual Meeting is completed (including any adjournments or postponements thereof), Cornwall agrees that neither it nor any of its Affiliates will (and it shall use reasonable best efforts to cause its Associates not to), directly or indirectly, in any manner (whether through third parties or otherwise), other than, in each of cases (i) – (v), in support of and in favor of the election of all of the 2016 Board Nominees and the other matters referred to in Section 1(e):

(iv) other than as provided in this Agreement, seek, alone or in concert with others, representation on the Board;

(v) seek or request permission to do any of the foregoing, make any request to amend, waive or terminate any provision of this Section 1 (including, without limitation, this Section 1(f)), or make or seek permission to make any public announcement with respect to any of the foregoing;

The restrictions set forth above in this Section 1(f) shall not apply for the duration of any period that the Company is not in material compliance with its obligations under Section 1(b) , Section 1(c) and Section 8 .

(g) Subject to the last sentence of Section 1(f), for so long as the Cornwall Nominee continues to serve on the Board, Cornwall on behalf of itself and its respective Affiliates and Associates agrees to comply with Sections 1(a), 1(e) and 1(f) as though the references in such sections to the 2016 Annual Meeting were references to any annual or special meeting of stockholders occurring after the 2016 Annual Meeting and as though the references in such sections to “2016 Board Nominees” references to the incumbent directors or, if different, the persons nominated by the Board.

(h) Notwithstanding anything to the contrary in this Agreement, the Company agrees that for so long as the Cornwall Nominee is on the Board the Board shall promptly notify Cornwall in writing of its decision not to nominate any Cornwall Nominee for election at the 2017 Annual Meeting or any subsequent annual meeting of shareholders (which written notice, if any, shall in any event not be delivered any later than 60 days prior to the advance notice deadline for making director nominations at such upcoming annual meeting).

2. Representations and Warranties of the Company .

The Company represents and warrants to Cornwall that this Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

3. Representations and Warranties of Cornwall.

Cornwall represents and warrants to the Company that this Agreement has been duly authorized, executed and delivered by Cornwall, is a valid and binding obligation of Cornwall, enforceable against Cornwall in accordance with its terms. Cornwall further represents and warrants that, as of the date of this Agreement, Cornwall and its Affiliates, beneficially own 2,173,003 shares of Common Stock and, except for such shares, do not currently have, and do not currently have any right to acquire, any interest in any other debt or equity securities of the Company or any of its subsidiaries, including, in the case of Ambac Assurance Corporation, obligations insured by such entity (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any obligations measured by the price or value of any securities of the

Company or any of its subsidiaries, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of the Common Stock, whether or not any of the foregoing would give rise to beneficial ownership, and whether or not to be settled by delivery of Common Stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement).

4. Transfer . From the date of this Agreement through the completion of the 2016 Annual Meeting (including any postponements or adjournments thereof), (i) Cornwall agrees not to transfer or dispose of (other than to its controlled Affiliates) voting power over any shares of Common Stock set forth in Section 3 , and (ii) Cornwall agrees not to engage in any trading in or with respect to the Common Stock of the Company that would have the effect of reducing the net voting power of Cornwall and its Affiliates with respect to the election of directors at the 2016 Annual Meeting below the voting power of the shares of Common Stock so referenced in Section 3 .

5. Termination . This Agreement shall terminate on the later of (i) the date that is six months from the date hereof and (ii) the date that is 30 days after the Cornwall Nominee ceases to be a director on the Board. The Cornwall Nominee shall be entitled to resign from the Board at any time in his or her discretion.

6. Press Release and SEC Filing . Promptly following the execution of this Agreement, the Company will issue a press release in a form agreed with Cornwall (the “ Agreed Press Release ”) announcing this Agreement and any other settlement agreement entered into with any other stockholder of the Company. Cornwall shall not make any public announcement or public statement that is inconsistent with or contrary to the statements made in the Agreed Press Release, except as required by law or the rules of any stock exchange or with the prior written consent of the Company.

7. Specific Performance; Remedies .

The Parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in addition to any other remedy to which they are entitled at law or in equity. FURTHERMORE, EACH OF THE PARTIES HERETO (A) IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY AND (B) AGREES TO WAIVE ANY BONDING REQUIREMENT UNDER ANY APPLICABLE LAW, IN THE CASE ANY OTHER PARTY SEEKS TO ENFORCE THE TERMS BY WAY OF EQUITABLE RELIEF. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

8. Expenses .

Each Party shall each be responsible for its own fees and expenses incurred in connection with the negotiation, execution and effectuation of this Agreement and the transactions contemplated hereby, including, but not limited to, any matters related to the 2016 Annual Meeting; provided that the Company shall reimburse Cornwall for all reasonable and documented out-of-pocket costs, fees and expenses incurred and paid by Cornwall beginning on March 10, 2016 in connection with its negotiation and execution of this Agreement, provided further , that in no event shall the costs, fees and expenses to be paid or reimbursed by the Company pursuant to this Section 8 exceed $150,000.

9. Severability .

enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.

10. Notices .

If to the Company:

Ambac Financial Group, Inc.

One State Street Plaza, 16 ^th Floor
New York, New York

Facsimile No.: (212) 208-3384

Attention: General Counsel

With copies (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019

Facsimile No.: (212) 403-2000

Attention: Mark Gordon

If to Cornwall:

Cornwall Master LP
c/o Cornwall GP, LLC, its General Partner

570 Lexington Ave., Suite 1001
New York, NY 10022

Attention: James Mai, President

Email: jmai@cornwallcapital.com

With a copy (which shall not constitute notice) to:

Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, New York 10166
Attention: Richard J. Birns
Email: RBirns@gibsondunn.com

11. Applicable Law .

within the State of Delaware) and any appellate court therefrom. Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by applicable legal requirements, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter of this Agreement, may not be enforced in or by such courts.

12. Affiliates and Associates . The obligations of Cornwall herein shall be understood to apply to each of its Affiliates. Cornwall shall cause its Affiliates and shall use reasonable best efforts to cause its Associates to comply with the terms of this Agreement; provided that , the foregoing notwithstanding, Cornwall shall be severally responsible for any breach or failure to comply on the part of any of its Affiliates or Associates. As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission under the Exchange Act, and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement ( provided that neither “Affiliate” nor “Associate” shall include any entity whose equity securities are registered under the Exchange Act (or are publicly traded in a foreign jurisdiction), solely by reason of the fact that a principal of Cornwall serves as a member of its board of directors or similar governing body, unless Cornwall otherwise controls such entity (as the term “control” is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) and no entity shall be an Associate solely by reason of clause (1) of the definition of Associate in Rule 12b-2 if it is not otherwise an Affiliate). Each of Cornwall and the Company shall be responsible for any breach of the terms of this Agreement by such persons, as applicable. The Company shall cause its directors, officers and controlled Affiliates to comply with the terms of this Agreement.

13. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party (including by means of electronic delivery or facsimile).

14. Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries . This Agreement contains the entire understanding of the Parties hereto with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each of the Parties. No failure on the part of either Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to either Party, the prior written consent of the other Party. This Agreement is solely for the benefit of the Parties hereto and is not enforceable by any other persons.

[ The remainder of this page intentionally left blank ]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date first above written.



AMBAC FINANCIAL GROUP, INC.

By:	/s/ Stephen M. Ksenak
	Name:	Stephen M. Ksenak
	Title	Senior Managing Director and General Counsel

[Signature Page – Cornwall Support Agreement]



CORNWALL MASTER LP
By: Cornwall GP, LLC, its General Partner

By:	/s/ James Mai
	Name:	James Mai
	Title	President

[Signature Page – Cornwall Support Agreement]

EXHIBIT 10.4

VOTING AND SUPPORT SETTLEMENT AGREEMENT

This Agreement (this “ Agreement ”) is made and entered into as of March 28, 2016, by and between Ambac Financial Group, Inc. (the “ Company ”) and Evermore Global Advisors, LLC (the “ Stockholder ”) (the Company and Stockholder, each a “ Party ” to this Agreement, and collectively, the “ Parties ”).

RECITALS

WHEREAS, Stockholder has communicated with the Company concerning the affairs of the Company, including possible additions to the membership of its board of directors (the “ Board ”);

WHEREAS, the Company and the Stockholder have each determined to come to agreement with respect to the foregoing and certain other matters, as provided in this Agreement.

1. Board Matters; Board Appointments; 2016 Annual Meeting .

(c) From and after the 2016 Annual Meeting, the Independent Nominees shall serve on the board of directors of Ambac Assurance Corp., so long as such individuals serve on the Board.

(iv) other than as provided in this Agreement, seek, alone or in concert with others, representation on the Board;

violation of this clause (vi) to the extent it is necessary in such litigation to describe the facts underlying the asserted breach).

2. Representations and Warranties of the Company .

3. Representations and Warranties of the Stockholder.

The Stockholder represents and warrants to the Company that this Agreement has been duly authorized, executed and delivered by the Stockholder, is a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. The Stockholder further represents and warrants that, the Stockholder, together with those of its Affiliates as to which the Stockholder has the ability to cause compliance with the obligations of the Stockholder’s Affiliates hereunder, (i) as of the Record Date, will own beneficially or directly, and as of the date of this Agreement, own beneficially or directly, 546,229 shares of Common Stock (the “ Covered Shares ”), and (ii) as of the date of this Agreement, except for the Covered Shares and except as set forth on Exhibit A , do not currently have, and do not currently have any right to acquire, any interest in any other debt or equity securities of the Company or any of its subsidiaries, including, in the case of Ambac Assurance Corporation, obligations insured by such entity or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any obligations measured by the price or value of any securities of the Company or any of its subsidiaries, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of the Common Stock, whether or not any of the foregoing would give rise to beneficial ownership, and whether or not to be settled by delivery of Common Stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement. The Stockholder further represents and warrants that, as of the date of this Agreement, the Stockholder has no current intention to transfer or dispose of, or engage in any trading in or with respect to, any Covered Shares. The Stockholder further represents and warrants that, as of the date of this Agreement, the Stockholder has, and as of the Record Date will have (assuming that the Record Date is unchanged from the date specified in the definition thereof) the power to direct the voting power of the Covered Shares with respect to the 2016 Annual Meeting.

5. Termination . This Agreement shall terminate on the earlier of (a) the date on which the Independent Nominees cease to serve on the Board, or (b) the date which is six months from the date hereof.

6. Press Release and SEC Filing . Promptly following the execution of this Agreement, the Company will issue a press release that has been reviewed and approved in writing by the Stockholder (the “ Agreed Press Release ”) announcing this Agreement and any other settlement related agreement entered into with any other shareholder of the Company. The Stockholder shall not make any public announcement or public statement that is inconsistent with or contrary to the statements made in the Agreed Press Release, except as required by law or the rules of any stock exchange or with the prior written consent of the Company.

7. Specific Performance; Remedies .

8. Expenses .

9. Severability .

10. Notices .

If to the Company:

Ambac Financial Group, Inc.

One State Street Plaza, 16 ^th Floor
New York, New York

Facsimile No.: (212) 208-3384

Attention: General Counsel

With copies (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019

Facsimile No.: (212) 403-2000

Attention: Mark Gordon

If to the Stockholder:

Evermore Global Advisors, LLC

89 Summit Avenue

Summit, NJ 07901

Attention: Eric LeGoff

Email: elegoff@evermoreglobal.com

With a copy (which shall not constitute notice) to:

Attention: Drinker Biddle & Reath LLP

191 N. Wacker Dr., Ste. 3700

Chicago, IL 60606-1698

Attention: Kimberly Rubel

Email: Kimberly.rubel@dbr.com

11. Applicable Law .

any person or entity referred to in this Agreement (provided that, for purposes of this Agreement, neither “Affiliate” nor “Associate” shall include any natural person, and, provided further, that neither such term shall include any entity whose equity securities are registered under the Exchange Act (or are publicly traded in a foreign jurisdiction), solely by reason of the fact that a principal of the Stockholder serves as a member of its board of directors or similar governing body, unless the Stockholder otherwise controls such entity (as the term “control” is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) and no entity shall be an Associate solely by reason of clause (1) of the definition of Associate in Rule 12b-2 if it is not otherwise an Affiliate). the Stockholder and the Company shall each be responsible for any breach of the terms of this Agreement by such persons, as applicable. The Company shall cause its directors, officers and controlled Affiliates to comply with the terms of this Agreement.

[ The remainder of this page intentionally left blank ]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date first above written.



AMBAC FINANCIAL GROUP, INC.

By:	/s/ Stephen M. Ksenak
	Name:	Stephen M. Ksenak
	Title	Senior Managing Director and General Counsel

[ Signature Page – Evermore Support Agreement ]



EVERMORE GLOBAL ADVISORS, LLC

By:	/s/ Eric Legoff
	Name:	Eric Legoff
	Title	President

Signature Page – Evermore Support Agreement

Exhibit A

437,062 Ambac Financial Group Warrants

[ Signature Page – Evermore Support Agreement ]

EXHIBIT 10.5

VOTING AND SUPPORT SETTLEMENT AGREEMENT

This Agreement (this “ Agreement ”) is made and entered into as of March 28, 2016, by and between Ambac Financial Group, Inc. (the “ Company ”) and Sterling Grace Municipal Securities Corp. (the “ Stockholder ”) (the Company and Stockholder, each a “ Party ” to this Agreement, and collectively, the “ Parties ”).

RECITALS

WHEREAS, Stockholder has communicated with the Company concerning the affairs of the Company, including possible additions to the membership of its board of directors (the “ Board ”);

WHEREAS, the Company and the Stockholder have each determined to come to agreement with respect to the foregoing and certain other matters, as provided in this Agreement.

1. Board Matters; Board Appointments; 2016 Annual Meeting .

(c) From and after the 2016 Annual Meeting, the Independent Nominees shall serve on the board of directors of Ambac Assurance Corp., so long as such individuals serve on the Board.

(iv) other than as provided in this Agreement, seek, alone or in concert with others, representation on the Board;

violation of this clause (vi) to the extent it is necessary in such litigation to describe the facts underlying the asserted breach).

2. Representations and Warranties of the Company .

3. Representations and Warranties of the Stockholder.

The Stockholder represents and warrants to the Company that this Agreement has been duly authorized, executed and delivered by the Stockholder, is a valid and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms. The Stockholder further represents and warrants that, the Stockholder, together with those of its Affiliates as to which the Stockholder has the ability to cause compliance with the obligations of the Stockholder’s Affiliates hereunder, (i) as of the Record Date, owned beneficially or directly, and as of the date of this Agreement, own beneficially or directly, 2,115,022 shares of Common Stock (the “ Covered Shares ”), and (ii) as of the date of this Agreement, except for the Covered Shares and except as set forth on Exhibit A , do not currently have, and do not currently have any right to acquire, any interest in any other debt or equity securities of the Company or any of its subsidiaries, including, in the case of Ambac Assurance Corporation, obligations insured by such entity or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any obligations measured by the price or value of any securities of the Company or any of its subsidiaries, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of the Common Stock, whether or not any of the foregoing would give rise to beneficial ownership, and whether or not to be settled by delivery of Common Stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement. The Stockholder further represents and warrants that, as of the date of this Agreement, the Stockholder has no current intention to transfer or dispose of, or engage in any trading in or with respect to, and Covered Shares. The Stockholder further represents and warrants that, as of the date of this Agreement and the Record Date, and assuming that the Record Date is unchanged from the date specified in the definition thereof, the Stockholder has the power to direct the voting power of the Covered Shares with respect to the 2016 Annual Meeting.

5. Termination . This Agreement shall terminate on the earlier of (a) the date on which the Independent Nominees cease to serve on the Board, or (b) the date which is six months from the date hereof.

7. Specific Performance; Remedies .

8. Expenses .

9. Severability .

10. Notices .

If to the Company:

Ambac Financial Group, Inc.

One State Street Plaza, 16 ^th Floor
New York, New York

Facsimile No.: (212) 208-3384

Attention: General Counsel

With copies (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019

Facsimile No.: (212) 403-2000

Attention: Mark Gordon

If to the Stockholder:

Mark A. Doyle

Sterling Grace Municipal Securities Corp.

100 Summerhill Road

Spotswood, N.J. 08884

Facsimile No.: 732-251-8

Attention: Mark Doyle

Email: Mdoyle@sterlinggrace.org

11. Applicable Law .

12. Affiliates and Associates . The obligations of the Stockholder herein shall be understood to apply to each of its Affiliates. The Stockholder shall cause its Affiliates and shall use reasonable best efforts to cause its Associates to comply with the terms of this Agreement; provided that, the foregoing notwithstanding, the Stockholder shall be severally responsible for any breach or failure to comply on the part of any of its Affiliates or Associates. As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission under the Exchange Act, and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement (provided that, for purposes of this Agreement, neither “Affiliate” nor “Associate” shall include any natural person, and, provided further, that neither such term shall include any entity whose equity securities are registered under the Exchange Act (or are publicly traded in a foreign jurisdiction), solely by reason of the fact that a principal of the Stockholder serves as a member of its board of directors or similar governing body, unless the Stockholder otherwise controls such entity (as the term “control” is defined in Rule 12b-2 promulgated by the SEC under the Exchange Act) and no entity shall be an Associate solely by reason of clause (1) of the definition of Associate in Rule 12b-2 if it is not otherwise an Affiliate). The Stockholder and the

Company shall each be responsible for any breach of the terms of this Agreement by such persons, as applicable. The Company shall cause its directors, officers and controlled Affiliates to comply with the terms of this Agreement.

[ The remainder of this page intentionally left blank ]

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date first above written.



Sterling Grace Municipal Securities Corp.

By:	/s/ Mark A. Doyle
	Name:	Mark A. Doyle
	Title	President



AMBAC FINANCIAL GROUP, INC.

By:	/s/ Stephen M. Ksenak
	Name:	Stephen M. Ksenak
	Title	Senior Managing Director and General Counsel

EXHIBIT A

365,130 Ambac Financial Group Warrants

Surplus Notes issued from the Segregated Account with par value $14,683,336 (prior to the factor) (CUSIP 023138AA8)

Ambac Municipal Bonds insured by the General Account in various amounts

EXHIBIT 99.1

Ambac Announces Appointment of David Herzog and Ian Haft as New Independent Directors

Shareholders Holding 18.5% of Ambac Stock Sign Support Agreement

NEW YORK, NY, March 28, 2016 (GLOBE NEWSWIRE) -- Ambac Financial Group, Inc. (Nasdaq: AMBC) (“Ambac”), a holding company whose subsidiaries, including Ambac Assurance Corporation (“Ambac Assurance”), provide financial guarantees and other financial services, today announced the appointment of David Herzog and Ian Haft to Ambac’s Board of Directors. Mr. Herzog is retiring next month as the Chief Financial Officer of AIG, a role he has held since 2008. Mr. Haft is a Partner at Cornwall Capital Management LP (“Cornwall Capital”). These changes to the board are effective immediately.

Commenting on today’s announcement, Jeffrey S. Stein, Chairman, said “We are delighted to welcome David and Ian to the Board and believe their diverse experiences will be invaluable to the Board of Directors and the Company as we build upon our recent momentum. We have been actively engaged with our shareholders on corporate governance matters and are pleased to have received their support for our new directors. Shareholders representing 18.5% of Ambac's stock have signed Support Agreements in favor of these appointments.”

Mr. Stein continued, “We are pleased with the recent successes of the Company, under the leadership of Nader Tavakoli and the management team. We anticipate that our new directors will provide strong contributions with respect to business imperatives and corporate governance. With the addition of Mr. Herzog, the Ambac Board gains an independent director with direct experience, as AIG’s CFO, in one of the most complex restructurings in recent memory. Mr. Haft’s appointment to the Board provides direct shareholder representation.”

James Mai, Chief Investment Officer of Cornwall Capital, said, “We are pleased to support the appointments of Messrs. Haft and Herzog to the Ambac Board. We view the changes at the Board as reflecting the Company’s active engagement on corporate governance matters, and look forward to supporting the Company’s ongoing efforts to create value for shareholders.”

Clayton DeGiacinto, Chief Investment Officer of Axonic Capital, said, “We commend Ambac for the constructive dialogue with shareholders that led to the appointment of two new directors. We look forward to the additional perspectives of the new directors and are confident that the Board remains committed to enhancing value for all shareholders.”

David Marcus, CEO of Evermore Global Advisors, said, “It’s time for the Company, which is led by a strong management team, to continue its focus on value creation for the Company and its shareholders. The Board’s extensive dialogue with shareholders has led to the appointment of these highly accomplished directors.”

Mark Doyle, President of Sterling Grace Municipal Securities Corp., said, “We believe the Ambac Board, and Ambac’s strong management team, are well positioned to drive value for all of Ambac’s shareholders, and that the new directors will contribute to these efforts.”

In connection with the addition of Messrs. Haft and Herzog, Alden Global Capital, Axonic Capital, Cornwall Capital, Evermore Global Advisors, and Sterling Grace Municipal Securities Corp., representing 18.5% of

Ambac’s outstanding stock, have entered into Support Agreements with the Company pursuant to which they have agreed to vote their shares in favor of the Company’s nominees at the 2016 Annual Meeting.

Ambac also announced that Directors Eugene Bullis and Victor Mandel are not standing for re-election at Ambac’s 2016 annual meeting.

Mr. Stein concluded, “We are grateful to Gene and Victor for their service to the Board and their tireless dedication to Ambac during this important time in our company’s history. It has been a privilege to serve with Gene and Victor and we wish them both the best in their future endeavors.”

Nader Tavakoli, President and Chief Executive Officer, said, “We are extremely pleased to have attracted David and Ian to our Board and expect them to be instrumental in advancing our strategies for asset liability management and further enhancing shareholder value. We appreciate the constructive input and support we have received from numerous shareholders in this process. I want to thank Gene and Victor for their substantial contributions to Ambac. They joined the Board immediately following our emergence from bankruptcy and provided invaluable service as we navigated our post-restructuring challenges.”

Ambac encourages shareholders to review the Ambac proxy materials when they become available. Shareholders need not take any action with respect to their shares at the present time.

About David Herzog

David Herzog will be retiring as Executive Vice President and Chief Financial Officer of AIG in April 2016. Mr. Herzog joined American General Corporation in February 2000 as Executive Vice President and Chief Financial Officer of the Life Division. Following AIG's acquisition of American General Corporation in 2001, he was also named Chief Operating Officer and Chief Financial Officer for the combined domestic life insurance companies. He was elected Vice President, Life Insurance for AIG in 2003 before being named Vice President and Chief Financial Officer, Global Life Insurance in 2004. In 2005, Mr. Herzog was named Comptroller, an office he held until October, 2008. Prior to joining American General, Mr. Herzog held numerous positions at General American Life Insurance Company. He was Chief Financial Officer of GenAmerica Corporation, the parent company of General American and Reinsurance Group of America. Prior to joining General American, Mr. Herzog was Vice President, Controller, for Family Guardian Life, a Citicorp Company, and an Audit Supervisor with Coopers & Lybrand.

Mr. Herzog served as a Director of International Lease Finance Corp., AerCap Holdings NV, American International Life Assurance Company of New York, American International Assurance, and American General Finance Inc.

Mr. Herzog holds the designations of Certified Public Accountant (CPA) and Fellow, Life Management Institute (FLMI). Mr. Herzog earned a Bachelor's Degree in Accounting from the University of Missouri-Columbia and an M.B.A. in Finance and Economics from the University of Chicago.

About Ian Haft

Ian Haft has been a Partner at Cornwall Capital since 2009. Prior to joining Cornwall Capital, Mr. Haft was a Principal at GenNx360 Capital Partners and a Vice President at ACI Capital Co., LLC. Mr. Haft began his career at The Boston Consulting Group in 1993 and also was employed at Merrill Lynch & Co. and The Blackstone Group before joining ACI Capital in 2002.

Mr. Haft serves as a Director of Touchstone Gold Holdings S A, as Special Litigation Manager for Smart Skins LLC and as Chairman of the Board of Hone Fitness, Inc. Previously, Mr. Haft served on the board of American Pacific Corporation as Cornwall Capital’s board designee. Mr. Haft earned a Bachelor’s Degree in Mathematics and Economics from Dartmouth College, a J.D. from Columbia Law School and an M.B.A. from Columbia Business School.

Important Information

Ambac Financial Group, Inc., ("Ambac"), will file with the Securities and Exchange Commission ("SEC") and provide to its stockholders a proxy statement in connection with its 2016 annual meeting. STOCKHOLDERS ARE URGED TO READ THIS PROXY STATEMENT, THE ACCOMPANYING WHITE PROXY CARD AND OTHER RELEVANT DOCUMENTS FILED BY AMBAC WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain free copies of these documents through the website maintained by the SEC at http://www.sec.gov and through the website maintained by Ambac at http://ir.ambac.com .

Certain Information Regarding Participants

Ambac, its directors and certain of its officers and other employees may be deemed to be participants in the solicitation of Ambac's stockholders in connection with its 2016 annual meeting. Information regarding the names, affiliations and direct and indirect interests (by security holdings or otherwise) of these persons can be found in Ambac's proxy statement for its 2015 annual meeting, which was filed with the SEC on April 3, 2015. To the extent holdings of Ambac’s securities by such persons have changed since the amounts printed in the 2015 proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or on Statements of Change in Ownership on Form 4 filed with the SEC. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with Ambac’s 2016 Annual Meeting. Stockholders will be able to obtain a free copy of the proxy statement and other documents filed by Ambac with the SEC from the sources listed above.

About Ambac

Ambac Financial Group, Inc., (“Ambac”), headquartered in New York City, is a holding company whose subsidiaries, including its principal operating subsidiary, Ambac Assurance Corporation (“Ambac Assurance”), Everspan Financial Guarantee Corp., and Ambac Assurance UK Limited, provide financial guarantees and other financial services to clients in both the public and private sectors globally. Ambac Assurance, including the Segregated Account of Ambac Assurance (in rehabilitation), is a guarantor of public finance and structured finance obligations. Ambac is also selectively exploring opportunities involving the acquisition and/or development of new businesses. Ambac‘s common stock trades on the NASDAQ Global Select Market under the symbol “AMBC”. The Amended and Restated Certificate of Incorporation of Ambac contains substantial restrictions on the ability to transfer Ambac’s common stock. Subject to limited exceptions, any attempted transfer of common stock shall be prohibited and void to the extent that, as a result of such transfer (or any series of transfers of which such transfer is a part), any person or group of persons shall become a holder of 5% or more of Ambac’s common stock. Ambac is committed to providing timely and accurate information to the investing public, consistent with our legal and regulatory obligations. To that end, we use our website to convey information about our businesses, including the anticipated release of quarterly financial results, quarterly financial, statistical and business-related information, and the posting of updates to the status of certain primary residential mortgage backed securities litigations. For more information, please go to www.ambac.com.

Contact

Abbe F. Goldstein, CFA

Managing Director, Investor Relations and Corporate Communications

(212) 208-3222

agoldstein@ambac.com

Source: Ambac Financial Group, Inc.