Sirius International Insurance Group, Ltd. (Form: 8-K, Received: 11/06/2018 17:29:33)

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): October 31 , 2018

SIRIUS INTERNATIONAL INSURANCE GROUP, LTD.

(Exact name of registrant as specified in charter)

Bermuda		001-38731		98-0529995
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

14 Wesley Street

Hamilton HM 11

(Address of principal executive offices)

(441) 278-3140

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

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:

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

EXPLANATORY NOTE

On November 5, 2018, pursuant to the Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of June 23, 2018 (as amended by the First Amendment to Agreement and Plan of Merger and Sponsor Letter) by and among Easterly Acquisition Corp. (“ Easterly ”), Sirius International Insurance Group, Ltd. (the “ Company ”) and Sirius Acquisitions Holding Company III, a wholly owned subsidiary of the Company (“ Merger Sub ”), Merger Sub merged with and into Easterly (the “ Merger ,” and, together with the other transactions described in the Merger Agreement, the “ Transaction ”). In connection with the consummation of the Transaction and effective as of the effective time of the Merger, Easterly became a wholly owned subsidiary of the Company, and its name was changed to Sirius Acquisitions Holding Company III.

The Merger and the Merger Agreement were previously described in the definitive proxy statement/prospectus of the Company and Easterly, dated October 12, 2018 (the “ Proxy Statement/Prospectus ”), which forms a part of the Company’s Registration Statement on Form S-4 (Registration No. 333-226620).

Item 1.01. E ntry into a Material Definitive Agreement.

Shareholders Agreement

In connection with the closing of the Sirius Group Private Placement described in Item 3.02 below, the Company, CM Bermuda Ltd. (“ CM Bermuda ”) and affiliated funds of Gallatin Point Capital, The Carlyle Group, Centerbridge Partners, L.P. and Bain Capital Credit (the “ Preference Share Investors ”) entered into a shareholders agreement (the “ Shareholders Agreement ”), which governs certain matters with respect to the governance of the Company, the voting of CM Bermuda’s common shares, the repurchase of CM Bermuda’s common shares and certain other matters.

Pursuant to the Shareholders Agreement, until the third anniversary of the date of the closing of the Sirius Group Private Placement: (i) CM Bermuda will vote in favor of the election of the number of Independent Directors (as such term is defined in the Shareholders Agreement) as is necessary to provide that at least a majority of the Board of Directors of the Company is comprised of Independent Directors; and (ii) CM Bermuda will not vote in favor of the removal of any director (other than any director affiliated with CM Bermuda) other than for cause. After the third anniversary of the date of the closing of the Sirius Group Private Placement (or earlier in the event of an increase to the size of the Board of Directors of the Company), CM Bermuda will not vote in favor of the election of any director not then serving on the Board of Directors (including any election to fill a vacancy then existing on the Board of Directors as a result of death, resignation, removal, expansion of the Board of Directors or otherwise) who is not an Agreed Director (as such term is defined in the Shareholders Agreement).

Pursuant to the Shareholders Agreement, CM Bermuda will also agree to vote (i) in favor of a Qualified Sale Transaction (as such term is defined in the Shareholders Agreement) that is approved by a majority of Independent Directors and 80% of the Company’s voting shares after the first anniversary of the date of the closing of the Sirius Group Private Placement, and (ii) against any merger, amalgamation, consolidation or similar transaction or any sale or transfer of all or substantially all of the Company’s consolidated assets, in each case where the per share value of the consideration received by CM Bermuda in such transaction is greater than the per share value of the consideration received by any other holder of the Company’s common shares.

The Shareholders Agreement also grants the Preference Share Investors tag-along rights to the extent the Company agrees to repurchase or redeem any common shares held by CM Bermuda.

The Shareholders Agreement terminates on the date that fewer than 25% of the Series B preference shares issued in the Sirius Group Private Placement are outstanding, and earlier with respect to any Preference Share Investor at the time that it or its affiliates or permitted assigns ceases to own any Series B preference shares.

The description of the Shareholders Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Shareholders Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Registration Rights Agreement

Upon the closing of the Transaction, the Company entered into a Registration Rights Agreement with Easterly Acquisition Sponsor, LLC (the “ Sponsor ”) and CM Bermuda. Pursuant to the terms of the Registration Rights Agreement, CM Bermuda and the Sponsor are entitled to certain registration rights described in the Registration Rights Agreement with respect to the Company’s common shares owned by CM Bermuda and the Sponsor. Among other things, pursuant to the Registration Rights Agreement, CM Bermuda is entitled to the right to initiate the filing of registration statements, including for underwritten offerings, twice in any consecutive 12-month period. Additionally, the Sponsor and CM Bermuda are entitled to “piggy-back” registration rights registration rights with respect to any underwritten offering proposed by the Company on its own behalf or on behalf of others, other than such offerings (i) under any employee stock plan or other employee benefit plan arrangement, (ii) of debt convertible into equity securities, (iii) for a dividend reinvestment plan or (iv) for an exchange offer or offering of securities solely to the Company’s existing shareholders. The registration rights of CM Bermuda and the Sponsor are subject to customary black-out periods, cutback provisions and other limitations as set forth in the Registration Rights Agreement. The Company will pay certain fees and expenses relating to registrations under the Registration Rights Agreement.

The description of the Registration Rights Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Warrant Amendment

Pursuant to the Merger Agreement, the Company, Easterly and Continental Stock Transfer & Trust Company (“ Continental ”) entered into the Assignment, Assumption and Amendment Agreement, dated as of November 5, 2018 (the “ Warrant Amendment ”), pursuant to which Easterly assigned to the Company, and the Company assumed, all of Easterly’s right, title and interest in and to the Warrant Agreement, dated as of July 29, 2015, by and between Easterly and Continental, and the parties thereto agreed to certain amendments to reflect the fact that the warrants converted in connection with the Merger are, as a result of the Merger, exercisable for the Company’s common shares.

The description of the Warrant Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Amendment, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference.

CM Bermuda Redemption Agreement

In connection with the Merger, the Company and CM Bermuda, the sole holder of the Company’s shares prior to the Merger, entered into a Redemption Agreement, dated November 2, 2018 (the “ CM Bermuda Redemption Agreement ”), pursuant to which, effective as of the closing of the Merger, the Company redeemed 9,519,280 of the Company’s common shares at a price per share equal to $17.22447, the payment for which will be funded from cash to be distributed by Sirius Bermuda Insurance Company Ltd. (not out of the funds released from the Easterly trust account in connection with the consummation of the Merger) and paid in cash by or on behalf of the Company no later than November 16, 2018.

The description of the CM Bermuda Redemption Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the CM Bermuda Redemption Agreement, a copy of which is filed as Exhibit 10.4 hereto and incorporated herein by reference.

IMGAH Redemption Agreement

Pursuant to a redemption agreement (the “ IMGAH Redemption Agreement ”), dated as of July 14, 2018, by and between the Company and IMG Acquisition Holdings, LLC (“ IMGAH ”), and upon the closing of the Merger, the Company redeemed 100,000 Series A preference shares of the Company (which constitutes all of the Series A preference shares that are outstanding), for an aggregate redemption amount of $95,000,000 (the “ IMGAH Redemption ”). Pursuant to the IMGAH Redemption Agreement, the Shareholder’s Agreement by and between the Company and IMGAH, dated as of May 26, 2017, and the Registration Rights Agreement by and between the Company and IMGAH, dated as of May 26, 2017, were terminated upon the closing of the IMGAH Redemption.

The description of the IMGAH Redemption Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the IMGAH Redemption Agreement, a copy of which is filed as Exhibit 10.5 hereto and incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

The information set forth under the heading “IMGAH Redemption Agreement” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On November 5, 2018, pursuant to the Merger Agreement, the Merger was consummated and became effective as of the Effective Time (as defined in the Merger Agreement). As a result of the Merger, among other things, Easterly became a wholly owned subsidiary of the Company, and effective as of the Effective Time, Easterly’s name was changed to Sirius Acquisitions Holding Company III. In addition, Easterly’s units, not separated previously at the election of unit holders, separated into their components of one share of Easterly common stock and one half of a warrant to purchase one share of Easterly common stock. The Merger and the Merger Agreement were previously described in the Proxy Statement/Prospectus.

Pursuant to the Merger Agreement, at the closing of the Merger, all outstanding shares of Easterly common stock (other than shares that were redeemed pursuant to a valid redemption election, shares owned by Easterly, the Company or Merger Sub and certain shares held by the Sponsor) were exchanged for newly issued common shares of the Company, as more fully described in the Proxy Statement/Prospectus. The holders of such outstanding shares received 0.609 of a Company common share in exchange for each share of Easterly’s common stock held by them.

Additionally, upon the consummation of the Merger, each of Easterly’s outstanding warrants issued in Easterly’s initial public offering ceased to represent a right to acquire shares of Easterly’s common stock and instead represent the right to acquire 0.609 of a Company common share on the same terms as in effect immediately prior to the closing of the Transaction, except that the exercise price for each Company common share is equal to $18.88.

As a result of the Merger having become effective, The Nasdaq Stock Market LLC (“ Nasdaq ”) determined to permanently suspend trading of Easterly’s common stock, warrants and units prior to the opening of trading on November 6, 2018.

The description of the Merger Agreement contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto, as amended by Exhibit 2.2 hereto, and incorporated herein by reference. This summary is not intended to modify or supplement any factual disclosures about the Company or Easterly, and should not be relied upon as a disclosure about the Company or Easterly without consideration of the periodic and current reports and statements that the Company or Easterly file with the Securities and Exchange Commission (“ SEC ”). The terms of the Merger Agreement govern the contractual rights and relationships between, and allocate risks among, the parties thereto in relation to the Transaction. In particular, the representations and warranties made by the parties to each other in the Merger Agreement reflect negotiations between, and are solely for the benefit of, the parties thereto and may be limited or modified by a variety of factors, including: subsequent events, information included in public filings, disclosures made during negotiations among the parties, correspondence between the parties and the disclosure schedules to the Merger Agreement. Accordingly, such representations and warranties may not describe the actual state of affairs at the date they were made or at any other time and should not be relied upon as statements of fact.

The information set forth in the “Explanatory Note” is incorporated by reference into this Item 2.01.

Item 3.02. Unregistered Sales of Equity Securities.

On November 1, 2018, the Company completed the transactions contemplated by its Employee Share Purchase Plan, which provided all employees of the Company with a one-time opportunity to purchase between 100 and 1,000 Company common shares at a price equal to $14.64 for the first 100 shares and $17.22447 for the next 900 shares. The Company issued 149,336 common shares under the Employee Share Purchase Plan. The transactions contemplated by the Employee Share Purchase Plan were exempt from registration under U.S. securities laws pursuant to Rule 701 under the Securities Act of 1933. This description of the Employee Share Purchase Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Employee Share Purchase Plan, a copy of which is filed as Exhibit 10.6 hereto and incorporated herein by reference.

In connection with the closing of the Merger, on November 5, 2018, the Company completed a private placement of 11,901,670 Series B preference shares to the Preference Share Investors and 1,225,954 common shares to certain Preference Share Investors and employees, directors and “friends & family” of the Company at a price per share equal to $17.22447 (the “ Sirius Group Private Placement ”) pursuant to subscription agreements entered into with such investors (the “ Subscription Agreements ”). The Subscription Agreements also granted such investors the registration rights set forth therein. The Sirius Group Private Placement was exempt from registration under U.S. securities laws pursuant to Section 4(a)(2) of the Securities Act of 1933 and Regulation D thereunder. This description of the Sirius Group Private Placement does not purport to be complete and is qualified in its entirety by reference to

the Subscription Agreements, a form of which is filed as Exhibit 10.7 hereto and incorporated herein by reference.

The Series B preference shares have the voting, dividend, liquidation, redemption, conversion, preemptive and other rights set forth in the certificate of designation governing the terms of the Series B preference shares (the “ Certificate of Designation ”). A description of the material provisions of the Certificate of Designation can be found in the section entitled “Description of Sirius Group Share Capital” in the Proxy Statement/Prospectus. This description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, a copy of which is filed as Exhibit 3.2 hereto and incorporated herein by reference.

In addition, the Preference Share Investors received warrants exercisable for an aggregate of 5,418,134 Company common shares for a period of five years after the Merger at a strike price equal to $21.53. This description of the Sirius Group Private Placement warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the form of warrant, a copy of which is filed as Exhibit 3.3 hereto and incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in Items 1.01, 2.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

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

In connection with the Merger, each of Kernan (Kip) V. Oberting and Monica Cramér Manhem resigned as a director of the Company and from any committees of the board of directors of the Company (the “ Board ”) on which they then served, effective as of the Effective Time.

Further, in connection with the Merger, on October 31, 2018, the Board appointed each of Alain Karaoglan, Rachelle Keller and Jim Rogers as directors of the Company, effective as of the Effective Time. The Board has determined that Mr. Karaoglan, Ms. Keller and Mr. Rogers are each an independent director as that term is defined by the rules of the SEC and Nasdaq. Mr. Karaoglan will serve on the Audit & Risk Management Committee, the Nominating & Corporate Governance Committee and the Finance Committee. Ms. Keller will serve on the Audit & Risk Management Committee as Chair and will also serve on the Compensation Committee. Mr. Rogers will serve on the Compensation Committee as Chair and will also serve on the Nominating & Corporate Governance Committee.

There are no arrangements or understandings between each of Mr. Karaoglan, Ms. Keller or Mr. Rogers and any other persons, pursuant to which he or she was selected as a director. There are no current or proposed transactions between the Company and each of Mr. Karaoglan, Ms. Keller or Mr.

Rogers, or his or her immediate family members, that would require disclosure under Item 404(a) of Regulation S-K promulgated by the SEC.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 5, 2018, the amended and restated bye-laws of the Company (the “ bye-laws ”) became effective. A description of the material provisions of the bye-laws can be found in the sections entitled “Description of Sirius Group Share Capital” and “Comparison of Rights of Shareholders of Easterly and Sirius Group” in the Proxy Statement/Prospectus. This description of the bye-laws does not purport to be complete and is qualified in its entirety by reference to the full text of the bye-laws, a copy of which is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On November 5, 2018, the Company issued a press release announcing the completion of the Merger, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The financial statements required by Rule 3-05 of Regulation S-X were previously reported in, or incorporated by reference into, the Proxy Statement/Prospectus.

(d) Exhibits.

Exhibit Number		Description of Exhibit

2.1		Agreement and Plan of Merger, dated as of June 23, 2018, by and among Sirius International Insurance Group, Ltd., Easterly Acquisition Corp. and Sirius Acquisitions Holding Company III (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Easterly on June 25, 2018).*

2.2		First Amendment to the Agreement and Plan of Merger and Sponsor Letter, dated as of August 29, 2018, by and among Sirius International Insurance Group, Ltd., Easterly Acquisition Corp., Sirius Acquisitions Holding Company III, CM Bermuda Ltd. and Easterly Acquisition Sponsor, LLC (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K/A filed by Easterly on September 25, 2018).

3.1		Bye-Laws of Sirius International Insurance Group, Ltd.

3.2		Certificate of Designation of Series B Preference Shares of the Company.

3.3		Form of Sirius Group Private Placement Warrant.

10.1		Shareholders Agreement, dated as of November 5, 2018, by and among the Company, CM Bermuda and the Preference Share Investors.

10.2		Registration Rights Agreement, dated as of November 5, 2018, by and among the Company, CM Bermuda and Easterly.

10.3		Assignment, Assumption and Amendment Agreement to Warrant Agreement, dated as of November 5, 2018, by and among the Company, Easterly and Continental Stock Transfer & Trust Company.

10.4		Redemption Agreement, dated as of November 2, 2018, by and between the Company and CM Bermuda.

10.5		Redemption Agreement, dated as of July 14, 2018, by and between the Company and IMGAH.

10.6		Sirius International Insurance Group, Ltd. Employee Share Purchase Plan.

10.7		Form of Subscription Agreement among Sirius International Insurance Group, Ltd. and the investors named therein (incorporated by reference to Exhibit 10.2 to the Form S-4/A filed by the Company on September 10, 2018).

99.1		Press Release, dated November 5, 2018.

* The exhibits and schedules to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby agrees to furnish a copy of any omitted schedules to the Commission upon request.

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, hereunto duly authorized.

	Sirius International Insurance Group, Ltd.

Date: November 6, 2018	By:	/s/ ALLAN L. WATERS
	Name:	Allan L. Waters
	Title:	Chief Executive Officer

Exhibit 3.1

BYE-LAWS

SIRIUS INTERNATIONAL INSURANCE GROUP, LTD.

Adopted by the Member on October 31, 2018

TABLE OF CONTENTS

INTERPRETATION		1

1.	Definitions	1

SHARES		4

2.	Power to Issue Shares	4
3.	Power of the Company to Purchase its Shares	4
4.	Rights Attaching to Shares	4
5.	Calls on Shares	7
6.	Forfeiture of Shares	7
7.	Share Certificates	8
8.	Fractional Shares	9

REGISTRATION OF SHARES		9

9.	Register of Members	9
10.	Registered Holder Absolute Owner	9
11.	Transfer of Shares	10
12.	Transmission of Shares	10

ALTERATION OF SHARE CAPITAL		11

13.	Power to Alter Capital	11
14.	Variation of Rights Attaching to Shares	11

DIVIDENDS AND CAPITALISATION		12

15.	Dividends	12
16.	Power to Set Aside Profits	12
17.	Method of Payment	12
18.	Capitalisation	13

MEETINGS OF MEMBERS		13

19.	Annual General Meetings	13
20.	Special General Meetings	13
21.	Requisitioned Special General Meetings	13
22.	Notice	13
23.	Business at General Meetings	14

24.	Giving Notice and Access	15
25.	Postponement of General Meeting	16
26.	Electronic Participation in General Meetings	16
27.	Quorum at General Meetings	16
28.	Chairman to Preside at General Meetings	17
29.	Voting on Resolutions	17
30.	Power to Demand a Vote on a Poll	18
31.	Voting by Joint Holders of Shares	19
32.	Instrument of Proxy	19
33.	Representation of Corporate Member	20
34.	Adjournment of General Meeting	20
35.	Written Resolutions	20
36.	Directors Attendance at General Meetings	21

DIRECTORS AND OFFICERS		21

37.	Election of Directors	21
38.	Number of Directors	21
39.	Term of Office of Directors	21
40.	Alternate Directors	22
41.	Removal of Directors	22
42.	Vacancy in the Office of Director	22
43.	Remuneration of Directors	22
44.	Defect in Appointment	23
45.	Advance Notice of Nominations and Other Business	23
46.	Directors to Manage Business	27
47.	Powers of the Board of Directors	27
48.	Register of Directors and Officers	28
49.	Appointment of Officers and Observers	28
50.	Appointment of Secretary	29
51.	Duties of Officers	29
52.	Remuneration of Officers	29
53.	Conflicts of Interest	29
54.	Indemnification and Exculpation of Directors and Officers	30

MEETINGS OF THE BOARD OF DIRECTORS		31

55.	Board Meetings	31
56.	Notice of Board Meetings	31
57.	Electronic Participation in Board Meetings	31
58.	Quorum at Board Meetings	31
59.	Board to Continue in the Event of Vacancy	32
60.	Chairman to Preside	32
61.	Written Resolutions	32
62.	Validity of Prior Acts of the Board	32

CORPORATE RECORDS		32

63.	Minutes	32
64.	Place Where Corporate Records Kept	33
65.	Form and Use of Seal	33

ACCOUNTS		33

66.	Records of Account	33
67.	Financial Year End	33

AUDITS		33

68.	Annual Audit	33
69.	Appointment of Auditor	34
70.	Remuneration of Auditor	34
71.	Duties of Auditor	34
72.	Access to Records	34
73.	Financial Statements and the Auditor’s Report	34
74.	Vacancy in the Office of Auditor	34

VOLUNTARY WINDING-UP AND DISSOLUTION		35

75.	Winding-Up	35

CHANGES TO CONSTITUTION		35

76.	Changes to Bye-laws	35
77.	Changes to the Memorandum of Association	35
78.	Mergers and Amalgamations	35
79.	Discontinuance	35

Sirius International Insurance Group, Ltd.

INTERPRETATION

1. Definitions

1.1 In these Bye-laws, the following words and expressions shall, where not inconsistent with the context, have the following meanings, respectively:

	Act	the Companies Act 1981 of Bermuda, as amended from time to time;

	Affiliate	with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person;

	Alternate Director	an alternate director appointed in accordance with these Bye-laws;

	Auditor	includes an individual, company or partnership;

	beneficial owner, beneficially own and beneficial ownership	have the meanings given to those terms in Rule 13d-3 under the Exchange Act and the rules and regulations promulgated thereunder, and a Person’s beneficial ownership of securities will be calculated in accordance with the provisions of such Rule;

	Board	the board of directors (including, for the avoidance of doubt, a sole director) appointed or elected pursuant to these Bye-laws and acting by resolution in accordance with the Act and these Bye-laws or the directors present at a meeting of directors at which there is a quorum;

	Certificate of Designation	means any certificate of designation issued by the Board setting out the rights, preferences, powers, privileges and restrictions, qualifications and limitations of any Preference Shares or series of Preference Shares, as any such certificate of designation may, from time to time, be amended, restated or supplemented in accordance with the

		terms thereof;

	CM Bermuda	CM Bermuda Ltd., a Bermuda holding company;

	CMB Director	any individual who serves as a Director and who is Affiliated with CM Bermuda or any of its Affiliates;

	Common Shares	has the meaning ascribed to that term in Bye-law 4.1;

	Company	Sirius International Insurance Group, Ltd., which is the company for which these Bye-laws are approved and confirmed;

	Director	a director of the Company and shall include an Alternate Director;

	Exchange Act	the U.S. Securities Exchange Act of 1934, as amended;

	Member	the person registered in the Register of Members as the holder of shares (including the Common Shares and the Preference Shares) in the Company and, when two or more persons are so registered as joint holders of shares, means the person whose name stands first in the Register of Members as one of such joint holders or all of such persons, as the context so requires;

	notice	written notice as further provided in these Bye-laws unless otherwise specifically stated;

	Observer	has the meaning ascribed to that term in Bye-law 49.2;

	Officer	any person appointed by the Board to hold an office in the Company;

	Person	an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture, association or other similar entity, whether or not a legal entity;

	Preference Shares	has the meaning ascribed to that term in Bye-law 4.1;

	Register of Directors and	the register of directors and officers referred to in

	Officers	these Bye-laws;

	Register of Members	the register of Members referred to in these Bye-laws;

	Resident Representative	any person appointed to act as resident representative and includes any deputy or assistant resident representative;

	Secretary	the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary;

	Shareholders Agreement	the Shareholders Agreement dated November 5, 2018 among the Company, CM Bermuda and the investors named therein; and

	Treasury Share	a share of the Company that was or is treated as having been acquired and held by the Company and has been held continuously by the Company since it was so acquired and has not been cancelled.

1.2 In these Bye-laws, where not inconsistent with the context:

(a) words denoting the plural number include the singular number and vice versa ;

(b) words denoting the masculine gender include the feminine and neuter genders;

(d) the words:-

(i) “may” shall be construed as permissive; and

(ii) “shall” shall be construed as imperative;

(e) a reference to statutory provision shall be deemed to include any amendment or re-enactment thereof;

(f) the word “corporation” means a corporation whether or not a company within the meaning of the Act; and

(g) unless otherwise provided herein, words or expressions defined in the Act shall bear the same meaning in these Bye-laws.

1.3 In these Bye-laws expressions referring to writing or its cognates shall, unless the contrary intention appears, include facsimile, printing, lithography, photography, electronic mail and other modes of representing words in visible form.

1.4 Headings used in these Bye-laws are for convenience only and are not to be used or relied upon in the construction hereof.

SHARES

2. Power to Issue Shares

2.1 Subject to these Bye-laws and to any resolution of the Members to the contrary, and without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, the Board shall have the power to issue any unissued shares on such terms and conditions as it may determine.

2.2 Subject to the Act, any preference shares may be issued or converted into shares that (at a determinable date or at the option of the Company or the holder) are liable to be redeemed on such terms and in such manner as may be determined by the Board (before the issue or conversion).

3. Power of the Company to Purchase its Shares

3.1 The Company may purchase its own shares for cancellation or acquire them as Treasury Shares in accordance with the Act on such terms as the Board shall think fit.

3.2 The Board may exercise all the powers of the Company to purchase or acquire all or any part of its own shares in accordance with the Act.

4. Rights Attaching to Shares

4.1 At the date these Bye-laws are adopted, the share capital of the Company is divided into two classes: (i) 500,000,000 common shares of par value U.S. $0.01 each (the “Common Shares”) and (ii) 100,000,000 preference shares of par value U.S. $0.01 each (the “Preference Shares”).

4.2 The holders of Common Shares shall, subject to these Bye-laws (including, without limitation, the rights attaching to Preference Shares):

(a) be entitled to one vote per share;

(b) be entitled to such dividends as the Board may from time to time declare;

(c) in the event of a winding-up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and

(d) generally be entitled to enjoy all of the rights attaching to shares.

4.3 The Board is authorised to provide for the issuance of the Preference Shares in one or more series, and to establish from time to time the number of shares to be included in each such series, and to fix the terms, including designation, powers, preferences, rights, qualifications, limitations and restrictions of the shares of each such series (and, for the avoidance of doubt, such matters and the issuance of such Preference Shares shall not be deemed to vary the rights attached to the Common Shares or, subject to the terms of any other series of Preference Shares, to vary the rights attached to any other series of Preference Shares). The authority of the Board with respect to each series shall include, but not be limited to, determination of the following:

(a) the number of shares constituting that series and the distinctive designation of that series;

(b) the dividend rate on the shares of that series, whether dividends shall be cumulative and, if so, from which date or dates, and the relative rights of priority, if any, of the payment of dividends on shares of that series;

(c) whether the series shall have voting rights, in addition to the voting rights provided by law and, if so, the terms of such voting rights;

(d) whether the series shall have conversion or exchange privileges (including, without limitation, conversion into Common Shares) and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board shall determine;

(e) whether or not the shares of that series shall be redeemable or repurchaseable and, if so, the terms and conditions of such redemption or repurchase, including the manner of selecting shares for redemption or repurchase if less than all shares are to be redeemed or repurchased, the date or dates upon or after which they shall be redeemable or repurchaseable, and the amount per share payable in case of redemption or repurchase, which amount may vary under different conditions and at different redemption or repurchase dates;

(f) whether that series shall have a sinking fund for the redemption or repurchase of shares of that series and, if so, the terms and amount of such sinking fund;

(g) the right of the shares of that series to the benefit of conditions and restrictions upon the creation of indebtedness of the Company or any subsidiary, upon the issue of any additional shares (including additional shares of such series or any

other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Company or any subsidiary of any issued shares of the Company;

(h) the rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Company, and the relative rights of priority, if any, of payment in respect of shares of that series;

(i) the rights of holders of that series to elect or appoint directors; and

(j) any other relative participating, optional or other special rights, qualifications, limitations or restrictions of that series.

4.4 Any Preference Shares of any series which have been redeemed (whether through the operation of a sinking fund or otherwise) or which, if convertible or exchangeable, have been converted into or exchanged for shares of any other class or classes shall have the status of authorised and unissued Preference Shares of the same series and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of Preference Shares to be created by resolution or resolutions of the Board or as part of any other series of Preference Shares, all subject to the conditions and the restrictions on issuance set forth in the resolution or resolutions adopted by the Board providing for the issue of any series of Preference Shares.

4.5 Subject to these Bye-laws, the holders of Preference Shares issued by the Board in accordance with Bye-law 4.4, if any, shall be subject to the rights and restrictions set out in a Certificate of Designation in respect thereof.

4.6 At the discretion of the Board, whether or not in connection with the issuance and sale of any shares or other securities of the Company, the Company may issue securities, contracts, warrants or other instruments evidencing any shares, option rights, securities having conversion or option rights, or obligations on such terms, conditions and other provisions as are fixed by the Board including, without limiting the generality of this authority, conditions that preclude or limit any person or persons owning or offering to acquire a specified number or percentage of the issued Common Shares, other shares, option rights, securities having conversion or option rights, or obligations of the Company or transferee of the person or persons from exercising, converting, transferring or receiving the shares, option rights, securities having conversion or option rights, or obligations.

4.7 All the rights attaching to a Treasury Share shall be suspended and shall not be exercised by the Company while it holds such Treasury Share and, except where required by the Act, all Treasury Shares shall be excluded from the calculation of any percentage or fraction of the share capital, or shares, of the Company.

5. Calls on Shares

5.1 The Board may make such calls as it thinks fit upon the Members in respect of any monies (whether in respect of nominal value or premium) unpaid on the shares allotted to or held by such Members and, if a call is not paid on or before the day appointed for payment thereof, the Member may at the discretion of the Board be liable to pay the Company interest on the amount of such call at such rate as the Board may determine, from the date when such call was payable up to the actual date of payment. The Board may differentiate between the holders as to the amount of calls to be paid and the times of payment of such calls.

5.2 The joint holders of a share shall be jointly and severally liable to pay all calls and any interest, costs and expenses in respect thereof.

5.3 The Company may accept from any Member the whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called up.

6. Forfeiture of Shares

6.1 If any Member fails to pay, on the day appointed for payment thereof, any call in respect of any share allotted to or held by such Member, the Board may, at any time thereafter during such time as the call remains unpaid, direct the Secretary to forward such Member a notice in writing in the form, or as near thereto as circumstances admit, of the following:

Notice of Liability to Forfeiture for Non-Payment of Call

Sirius International Insurance Group, Ltd. (the “Company”)

You have failed to pay the call of [amount of call] made on [date], in respect of the [number] share(s) [number in figures] standing in your name in the Register of Members of the Company, on [date], the day appointed for payment of such call. You are hereby notified that unless you pay such call together with interest thereon at the rate of [ ] per annum computed from the said [date] at the registered office of the Company the share(s) will be liable to be forfeited.

Dated this [date]



	[Signature of Secretary] By Order of the Board

6.2 If the requirements of such notice are not complied with, any such share may at any time thereafter before the payment of such call and the interest due in respect thereof be forfeited by a resolution of the Board to that effect, and such share shall thereupon become the property of the Company and may be disposed of as the Board shall determine. Without limiting the generality of the foregoing, the disposal may take place by sale, repurchase, redemption or any other method of disposal permitted by and consistent with these Bye-laws and the Act.

6.3 A Member whose share or shares have been so forfeited shall, notwithstanding such forfeiture, be liable to pay to the Company all calls owing on such share or shares at the time of the forfeiture, together with all interest due thereon and any costs and expenses incurred by the Company in connection therewith.

6.4 The Board may accept the surrender of any shares which it is in a position to forfeit on such terms and conditions as may be agreed. Subject to those terms and conditions, a surrendered share shall be treated as if it had been forfeited.

7. Share Certificates

7.1 Subject to the provisions of this Bye-law 7, every Member shall be entitled to a certificate under the common seal (or a facsimile thereof) of the Company or bearing the signature (or a facsimile thereof) of a Director or the Secretary or a person expressly authorised to sign specifying the number and, where appropriate, the class of shares held by such Member and whether the same are fully paid up and, if not, specifying the amount paid on such shares. The Board may by resolution determine, either generally or in a particular case, that any or all signatures on certificates may be printed thereon or affixed by mechanical means.

7.2 The Company shall be under no obligation to complete and deliver a share certificate unless specifically called upon to do so by the person to whom the shares have been allotted.

7.3 If any share certificate shall be proved to the satisfaction of the Board to have been worn out, lost, mislaid, or destroyed the Board may cause a new certificate to be issued and request an indemnity for the lost certificate if it sees fit.

7.4 Notwithstanding any provisions of these Bye-laws, the Board shall, subject always to the Act and any other applicable laws and regulations and the facilities and requirements of any relevant system concerned, have power to implement any arrangements it may, in its absolute discretion, think fit in relation to the evidencing of title to and transfer of uncertificated shares and to the extent such arrangements are so implemented, no provision of these Bye-laws shall apply or have effect to the extent that it is in any respect inconsistent with the holding or transfer of shares in uncertificated form.

7.5 Without prejudice to Bye-law 7.4, but notwithstanding any other provisions of these Bye-laws, the Board shall, subject always to the Act and any other applicable laws and regulations and the facilities and requirements of any relevant system concerned, have power to implement and/or approve any arrangements it may, in its absolute discretion, think fit in relation to the evidencing of title to and transfer of interests in shares in the capital of the Company in the form of depositary interests or similar interests, instruments or securities, and the holding and transfer of such interests, instruments or securities in uncertificated form and to the extent such arrangements are so implemented, no provision of these Bye-laws shall apply or have effect to the extent that it is in any respect inconsistent with the holding or transfer thereof or the shares in the capital of the Company represented thereby. The Board may from time to time take such actions and do such things as it may, in its absolute discretion, think fit in relation to the operation of any such arrangements.

8. Fractional Shares

The Company may issue its shares in fractional denominations and deal with such fractions to the same extent as its whole shares and shares in fractional denominations shall have in proportion to the respective fractions represented thereby all of the rights of whole shares including (but without limiting the generality of the foregoing) the right to vote, to receive dividends and distributions and to participate in a winding-up.

REGISTRATION OF SHARES

9. Register of Members

9.1 The Board shall cause to be kept in one or more books a Register of Members and shall enter therein the particulars required by the Act.

9.2 The Register of Members shall be open to inspection without charge at the registered office of the Company on every business day, subject to such reasonable restrictions as the Board may impose, so that not less than two hours in each business day be allowed for inspection. The Register of Members may, after notice has been given in accordance with the Act, be closed for any time or times not exceeding in the whole thirty days in each year.

10. Registered Holder Absolute Owner

The Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not be bound to recognise any equitable claim or other claim to, or interest in, such share on the part of any other person.

11. Transfer of Shares

11.1 Transfers of shares shall be made only upon the transfer books of the Company kept at an office of the Company or by transfer agents designated to transfer shares of the Company. In the case of certificated shares, except where a certificate is issued in accordance with Bye-law 7.3, an outstanding certificate for the number of shares involved shall be surrendered for cancellation before a new certificate or uncertificated share is issued therefor. Uncertificated shares shall be transferred upon presentment of proper evidence of succession, assignation or authority to transfer in accordance with the customary procedures for transferring shares in uncertificated form.

11.2 The issue, transfer, conversion and registration of share certificates and uncertificated shares shall be governed by such other regulations as the Board may establish.

11.3 The Board may refuse to recognise any instrument of transfer unless it is accompanied by the certificate (if any) in respect of the shares to which it relates and by such other evidence as the Board may reasonably require showing the right of the transferor to make the transfer.

11.4 The joint holders of any share may transfer such share to one or more of such joint holders, and the surviving holder or holders of any share previously held by them jointly with a deceased Member may transfer any such share to the executors or administrators of such deceased Member.

11.5 The Board may in its absolute discretion and without assigning any reason therefor refuse to register the transfer of a share. The Board shall refuse to register a transfer unless all applicable consents, authorisations and permissions of any governmental body or agency in Bermuda have been obtained. If the Board refuses to register a transfer of any share the Secretary shall, within three months after the date on which the transfer was lodged with the Company, send to the transferor and transferee notice of the refusal.

11.6 Notwithstanding anything to the contrary in these Bye-laws, shares that are listed or admitted to trading on an appointed stock exchange (as defined under the Act) may be transferred in accordance with the rules and regulations of such exchange.

12. Transmission of Shares

12.1 In the case of the death of a Member, the survivor or survivors where the deceased Member was a joint holder, and the legal personal representatives of the deceased Member where the deceased Member was a sole holder, shall be the only persons recognised by the Company as having any title to the deceased Member’s interest in the shares. Nothing herein contained shall release the estate of a deceased joint holder from any liability in respect of any share which had been jointly held by such deceased Member with other persons. Subject to the Act, for the purpose of this Bye-law, legal

personal representative means the executor or administrator of a deceased Member or such other person as the Board may, in its absolute discretion, decide as being properly authorised to deal with the shares of a deceased Member.

12.2 Any person becoming entitled to a share in consequence of the death or bankruptcy of any Member may be registered as a Member upon such evidence as the Board may deem sufficient or may elect to nominate some person to be registered as a transferee of such share.

12.3 On the presentation of the foregoing evidence as the Board may require to prove the title of the transferor, the transferee shall be registered as a Member. Notwithstanding the foregoing, the Board shall, in any case, have the same right to decline or suspend registration as it would have had in the case of a transfer of the share by that Member before such Member’s death or bankruptcy, as the case may be.

12.4 Where two or more persons are registered as joint holders of a share or shares, then in the event of the death of any joint holder or holders the remaining joint holder or holders shall be absolutely entitled to such share or shares and the Company shall recognise no claim in respect of the estate of any joint holder except in the case of the last survivor of such joint holders.

ALTERATION OF SHARE CAPITAL

13. Power to Alter Capital

13.1 Subject to any rights of any Preference Share holders granted under a Certificate of Designation, the Company may if authorised by resolution of the Members increase, divide, consolidate, subdivide, change the currency denomination of, diminish or otherwise alter or reduce its share capital in any manner permitted by the Act.

13.2 Where, on any alteration or reduction of share capital, fractions of shares or some other difficulty would arise, the Board may deal with or resolve the same in such manner as it thinks fit.

14. Variation of Rights Attaching to Shares

If, at any time, the share capital is divided into different classes of shares, the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may, whether or not the Company is being wound-up, be varied with the consent in writing of the holders of three-fourths of the issued shares of that class or with the sanction of a resolution passed by a majority of the votes cast at a separate general meeting of the holders of the shares of the class at which meeting the necessary quorum shall be two persons at least holding or representing by proxy one-third of the issued shares of the class. The rights conferred upon the holders of the shares of any class or series issued with preferred or other rights shall not,

unless otherwise expressly provided by the terms of issue of the shares of that class or series, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

DIVIDENDS AND CAPITALISATION

15. Dividends

15.1 The Board may, subject to these Bye-laws and in accordance with the Act, declare a dividend to be paid to the Members, in proportion to the number of shares held by them, and such dividend may be paid in cash or wholly or partly in specie in which case the Board may fix the value for distribution in specie of any assets. No unpaid dividend shall bear interest as against the Company.

15.2 The Board may fix any date as the record date for determining the Members entitled to receive any dividend.

15.3 The Company may pay dividends in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.

15.4 The Board may declare and make such other distributions (in cash or in specie) to the Members as may be lawfully made out of the assets of the Company. No unpaid distribution shall bear interest as against the Company.

16. Power to Set Aside Profits

The Board may, before declaring a dividend, set aside out of the surplus or profits of the Company, such amount as it thinks proper as a reserve to be used to meet contingencies or for equalising dividends or for any other purpose.

17. Method of Payment

17.1 Any dividend, interest, or other monies payable in cash in respect of the shares may be paid by (a) cheque or draft sent through the post directed to the Member at such Member’s address in the Register of Members, or to such person and to such address as the holder may in writing direct, or (b) direct transfer to such bank account as such Member may direct.

17.2 In the case of joint holders of shares, any dividend, interest or other monies payable in cash in respect of shares may be paid by (a) cheque or draft sent through the post directed to the address of the holder first named in the Register of Members, or to such person and to such address as the joint holders may in writing direct, or (b) direct transfer to such bank account as the joint holders may in writing direct. If two or more persons are registered as joint holders of any shares any one can give an effectual receipt for any dividend paid in respect of such shares.

17.3 The Board may deduct from the dividends or distributions payable to any Member all monies due from such Member to the Company on account of calls or otherwise.

18. Capitalisation

18.1 The Board may capitalise any amount for the time being standing to the credit of any of the Company’s share premium or other reserve accounts or to the credit of the profit and loss account or otherwise available for distribution by applying such amount in paying up unissued shares to be allotted as fully paid bonus shares pro rata to the Members.

18.2 The Board may capitalise any amount for the time being standing to the credit of a reserve account or amounts otherwise available for dividend or distribution by applying such amounts in paying up in full, partly or nil paid shares of those Members who would have been entitled to such amounts if they were distributed by way of dividend or distribution.

MEETINGS OF MEMBERS

19. Annual General Meetings

An annual general meeting shall be held in each year (other than the year of incorporation) at such time and place as the president or the chairman of the Company (if any) or any two Directors or any Director and the Secretary or the Board shall appoint.

20. Special General Meetings

The president or the chairman of the Company (if any) or any two Directors or any Director and the Secretary or the Board may convene a special general meeting whenever in their judgment such a meeting is necessary. Members may requisition a special general meeting pursuant to Bye-law 21.

21. Requisitioned Special General Meetings

The Board shall, on the requisition of Members holding at the date of the deposit of the requisition not less than one-tenth of such of the paid-up share capital of the Company as at the date of the deposit carries the right to vote at general meetings, forthwith proceed to convene a special general meeting and the provisions of the Act shall apply.

22. Notice

22.1 At least ten (10) days’ notice of an annual general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, place and time at which the meeting is to be held, that the election of Directors will take place thereat, and as far as practicable, the other business to be conducted at the meeting.

22.2 At least ten (10) days’ notice of a special general meeting shall be given to each Member entitled to attend and vote thereat, stating the date, time, place and the general nature of the business to be considered at the meeting.

22.3 The Board may fix any date as the record date for determining the Members entitled to receive notice of and to vote at any general meeting.

22.4 A general meeting shall, notwithstanding that it is called on shorter notice than that specified in these Bye-laws, be deemed to have been properly called if it is so agreed by (i) all the Members entitled to attend and vote thereat in the case of an annual general meeting; and (ii) by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than 95% in nominal value of the shares giving a right to attend and vote thereat in the case of a special general meeting.

22.5 The accidental omission to give notice of a general meeting to, or the non-receipt of a notice of a general meeting by, any person entitled to receive notice shall not invalidate the proceedings at that meeting.

23. Business at General Meetings

23.1 At any annual general meeting, only such nominations of persons for election to the Board shall be made, and only such other business shall be conducted or considered, as shall have been properly brought before the meeting. For nominations to be properly made at an annual general meeting, and proposals of other business to be properly brought before an annual general meeting, nominations and proposals of other business must be (a) specified in the Company’s notice of meeting (or any supplement thereto) given by or at the direction of the Board, (b) otherwise properly brought before the annual general meeting, by or at the direction of the Board (or any duly authorized committee thereof), or (c) otherwise properly brought before the annual general meeting by a Member in accordance with the applicable provisions of Bye-laws 23 and 45, provided, in each case, that such business proposed to be conducted is, under applicable law, a proper subject for determination by the Members. For nominations of persons for election to the Board or proposals of other business to be properly requested by a Member to be made at an annual general meeting, a Member must (i) be a Member at the time of giving of notice of such annual general meeting by or at the direction of the Board and at the time of the annual general meeting, (ii) be entitled to vote at such annual general meeting, and (iii) comply with the procedures set forth in Bye-law 45 as to such business or nomination. The immediately preceding sentence shall be the exclusive means for a Member to make nominations or other business proposals (other than matters properly brought under Rule 14a-8 under the Exchange Act, where applicable, and included in the Company’s notice of meeting) before an annual general meeting.

23.2 At any special general meeting, only such business shall be conducted or considered as shall have been properly brought before the meeting pursuant to the Company’s notice of meeting. To be properly brought before a special general meeting, proposals of business must be (a) specified in the Company’s notice of meeting (or any supplement thereto) given by or at the direction of the Board or (b) otherwise properly brought before the special general meeting, by or at the direction of the Board. At any special general meeting, only such nominations of persons for election to the Board may be made at a special general meeting at which Directors are to be elected, as shall have been properly brought before the meeting. For nominations to be properly made at a special general meeting, nominations must be specified in the Company’s notice of meeting (or any supplement thereto), (i) by or at the direction of the Board or (ii) provided that the Board has determined that Directors shall be elected at such meeting, by any Member who (A) is a Member at the time of giving of notice of such special general meeting and at the time of the special general meeting, (B) is entitled to vote at the meeting, and (C) complies with the procedures set forth in Bye-law 45 as to such nomination.

23.3 Except as otherwise provided by law or these Bye-laws, the chairman of the general meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with these Bye-laws and, if any proposed nomination or other business is not in compliance with the procedures set forth in these Bye-laws, to declare that no action shall be taken on such nomination or other proposal and such nomination or other proposal shall be disregarded.

24. Giving Notice and Access

24.1 A notice may be given by the Company to a Member:

(a) by delivering it to such Member in person, in which case the notice shall be deemed to have been served upon such delivery; or

(b) by sending it by post to such Member’s address in the Register of Members, in which case the notice shall be deemed to have been served seven days after the date on which it is deposited, with postage prepaid, in the mail; or

(c) by sending it by courier to such Member’s address in the Register of Members, in which case the notice shall be deemed to have been served two days after the date on which it is deposited, with courier fees paid, with the courier service; or

(d) by transmitting it by electronic means (including facsimile and electronic mail, but not telephone) in accordance with such directions as may be given by such Member to the Company for such purpose, in which case the notice shall be

deemed to have been served at the time that it would in the ordinary course be transmitted; or

(e) by delivering it in accordance with the provisions of the Act pertaining to delivery of electronic records by publication on a website and the Member is sent a notice that includes the address of the website, the place on the website where the document may be found, and instructions as to how the document may be accessed on the website, in which case the notice shall be deemed to have been served at the time when the requirements of the Act in that regard have been met.

24.2 Any notice required to be given to a Member shall, with respect to any shares held jointly by two or more persons, be given to whichever of such persons is named first in the Register of Members and notice so given shall be sufficient notice to all the holders of such shares.

24.3 In proving service under paragraphs 24.1(b), (c) and (d), it shall be sufficient to prove that the notice was properly addressed and prepaid, if posted or sent by courier, and the time when it was posted, deposited with the courier, or transmitted by electronic means.

25. Postponement of General Meeting

The chairman or the Board may, and the Secretary on instruction from the chairman or the Board shall, postpone any general meeting called in accordance with these Bye-laws (other than a meeting requisitioned under these Bye-laws) provided that notice of postponement is given to the Members before the time for such meeting. Fresh notice of the date, time and place for the postponed meeting shall be given to each Member in accordance with these Bye-laws.

26. Electronic Participation in General Meetings

If so permitted by the Board or the chairman in relation to a general meeting, Members may participate in such general meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

27. Quorum at General Meetings

27.1 At any general meeting two or more persons present in person and representing in person or by proxy in excess of 50% of the total issued voting shares in the Company throughout the meeting shall form a quorum for the transaction of business, provided that if the Company shall at any time have only one Member, one Member present in

person or by proxy shall form a quorum for the transaction of business at any general meeting held during such time.

27.2 If within half an hour from the time appointed for the meeting a quorum is not present, then, in the case of a meeting convened on a requisition, the meeting shall be deemed cancelled and, in any other case, the meeting shall stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Secretary may determine. Unless the meeting is adjourned to a specific date, time and place announced at the meeting being adjourned, fresh notice of the resumption of the meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Bye-laws.

28. Chairman to Preside at General Meetings

Unless otherwise agreed by a majority of those attending and entitled to vote thereat, the chairman of the Company, if there be one, and if not, the president (if he or she is a Director), if there be one, shall act as chairman of the meeting at all general meetings at which such person is present. In their absence, a chairman of the meeting shall be appointed or elected by those present at the meeting and entitled to vote.

29. Voting on Resolutions

29.1 Subject to the Act and these Bye-laws, any question proposed for the consideration of the Members at any general meeting shall be decided by the affirmative votes of a majority of the votes cast in accordance with these Bye-laws and in the case of an equality of votes the resolution shall fail.

29.2 No Member shall be entitled to vote at a general meeting unless such Member has paid all the calls on all shares held by such Member.

29.3 At any general meeting a resolution put to the vote of the meeting shall, in the first instance, be voted upon by a show of hands or by a count of votes received in the form of electronic records, and, subject to any rights or restrictions for the time being lawfully attached to any class of shares and subject to these Bye-laws, every Member present in person and every person holding a valid proxy at such meeting shall be entitled to one vote and shall cast such vote by raising his hand or by communicating their vote in the form of an electronic record.

29.4 In the event that a Member participates in a general meeting by telephone, electronic or other communication facilities or means, the chairman of the meeting shall direct the manner in which such Member may cast his vote in accordance with Bye-law 29.3.

29.5 At any general meeting if an amendment is proposed to any resolution under consideration and the chairman of the meeting rules on whether or not the proposed

amendment is out of order, the proceedings on the substantive resolution shall not be invalidated by any error in such ruling.

29.6 At any general meeting a declaration by the chairman of the meeting that a question proposed for consideration has, on a show of hands or by a count of votes received in the form of electronic records, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in a book containing the minutes of the proceedings of the Company shall, subject to these Bye-laws, be conclusive evidence of that fact.

30. Power to Demand a Vote on a Poll

30.1 Notwithstanding the foregoing, a poll may be demanded by any of the following persons:

(a) the chairman of such meeting; or

(b) at least three Members present in person or represented by proxy; or

(c) any Member or Members present in person or represented by proxy and holding between them not less than one-tenth of the total voting rights of all the Members having the right to vote at such meeting; or

(d) any Member or Members present in person or represented by proxy holding shares in the Company conferring the right to vote at such meeting, being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total amount paid up on all such shares conferring such right.

30.2 Where a poll is demanded, subject to any rights or restrictions for the time being lawfully attached to any class of shares, every person present in person or by proxy at such meeting shall have one vote for each share of which such person is the holder or for which such person holds a proxy and such vote shall be counted by ballot as described herein, or in the case of a general meeting at which one or more Members are present by telephone, electronic or other communication facilities or means, in such manner as the chairman of the meeting may direct and the result of such poll shall be deemed to be the resolution of the meeting at which the poll was demanded and shall replace any previous resolution upon the same matter which has been the subject of a show of hands. A person entitled to more than one vote need not use all his votes or cast all the votes he uses in the same way.

30.3 A poll demanded for the purpose of electing a chairman of the meeting or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time and in such manner during such meeting as the chairman (or acting chairman) of the meeting may direct. Any business other than that

upon which a poll has been demanded may be conducted pending the taking of the poll.

30.4 Where a vote is taken by poll, each person physically present and entitled to vote shall be furnished with a ballot paper on which such person shall record his vote in such manner as shall be determined at the meeting having regard to the nature of the question on which the vote is taken, and each ballot paper shall be signed or initialled or otherwise marked so as to identify the voter and the registered holder in the case of a proxy. Each person present by telephone, electronic or other communication facilities or means shall cast his vote in such manner as the chairman of the meeting shall direct. At the conclusion of the poll, the ballot papers and votes cast in accordance with such directions shall be examined and counted by a committee of not less than two persons appointed by the chairman of the meeting for the purpose and the result of the poll shall be declared by the chairman of the meeting.

31. Voting by Joint Holders of Shares

In the case of joint holders, the vote of the senior who tenders a vote (whether in person or by proxy) shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

32. Instrument of Proxy

32.1 Each Member entitled to vote at a meeting of Members or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such Member by proxy. A Member may revoke any proxy which is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or another duly executed proxy bearing a later date with the Secretary.

32.2 The instrument appointing a proxy must be received by the Company at the registered office or at such other place or in such manner as is specified in the notice convening the meeting or in any instrument of proxy sent out by the Company in relation to the meeting at which the person named in the instrument appointing a proxy proposes to vote, and an instrument appointing a proxy which is not received in the manner so prescribed shall be invalid.

32.3 A Member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf in respect of different shares.

32.4 The decision of the chairman of any general meeting as to the validity of any appointment of a proxy shall be final.

33. Representation of Corporate Member

33.1 A corporation which is a Member may, by written instrument, authorise such person or persons as it thinks fit to act as its representative at any meeting and any person so authorised shall be entitled to exercise the same powers on behalf of the corporation which such person represents as that corporation could exercise if it were an individual Member, and that Member shall be deemed to be present in person at any such meeting attended by its authorised representative or representatives.

33.2 Notwithstanding the foregoing, the chairman of the meeting may accept such assurances as he thinks fit as to the right of any person to attend and vote at general meetings on behalf of a corporation which is a Member.

34. Adjournment of General Meeting

The chairman of a general meeting may, and shall if so directed by a majority of the Members present in person and representing in person or by proxy at the meeting, adjourn the meeting. Unless the meeting is adjourned to a specific date, place and time announced at the meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting shall be given to each Member entitled to attend and vote thereat in accordance with these Bye-laws.

35. Written Resolutions

35.1 Subject to these Bye-laws, anything which may be done by resolution of the Company in general meeting or by resolution of a meeting of any class of the Members may be done without a meeting by written resolution in accordance with this Bye-law.

35.2 Notice of a written resolution shall be given, and a copy of the resolution shall be circulated to all Members who would be entitled to attend a meeting and vote thereon. The accidental omission to give notice to, or the non-receipt of a notice by, any Member does not invalidate the passing of a resolution.

35.3 A written resolution is passed when it is signed by (or in the case of a Member that is a corporation, on behalf of) the Members who at the date that the notice is given represent such majority of votes as would be required if the resolution was voted on at a meeting of Members at which all Members entitled to attend and vote thereat were present and voting.

35.4 A resolution in writing may be signed in any number of counterparts.

35.5 A resolution in writing made in accordance with this Bye-law is as valid as if it had been passed by the Company in general meeting or by a meeting of the relevant class of Members, as the case may be, and any reference in any Bye-law to a meeting at

which a resolution is passed or to Members voting in favour of a resolution shall be construed accordingly.

35.6 A resolution in writing made in accordance with this Bye-law shall constitute minutes for the purposes of the Act.

35.7 This Bye-law shall not apply to:

(a) a resolution passed to remove an Auditor from office before the expiration of his term of office; or

(b) a resolution passed for the purpose of removing a Director before the expiration of his term of office.

35.8 For the purposes of this Bye-law, the effective date of the resolution is the date when the resolution is signed by (or in the case of a Member that is a corporation, on behalf of) the last Member whose signature results in the necessary voting majority being achieved and any reference in any Bye-law to the date of passing of a resolution is, in relation to a resolution made in accordance with this Bye-law, a reference to such date.

36. Directors Attendance at General Meetings

The Directors shall be entitled to receive notice of, attend and be heard at any general meeting.

DIRECTORS AND OFFICERS

37. Election of Directors

The Board shall be elected or appointed in the first place at the statutory meeting of the Company and thereafter, except in the case of a casual vacancy, at the annual general meeting or at any special general meeting called for that purpose; provided, however, that the appointment and election of Directors shall at all times be subject to the terms and conditions of the Shareholders Agreement.

38. Number of Directors

The Board shall be fixed from time to time pursuant to the affirmative vote of a majority of the Board. The number Directors shall consist of not less than one Director or such number in excess thereof as the Board may determine.

39. Term of Office of Directors

Directors shall hold office until the next annual general meeting or until their successors are elected or appointed or their office is otherwise vacated.

40. Alternate Directors

CM Bermuda may appoint a person to act as an Alternate Director for the CMB Director. No person may be appointed by the Members, the Board or a Director as an Alternate Director, except as otherwise provided in this Bye-law 40.

41. Removal of Directors

41.1 Subject to any provision to the contrary in these Bye-laws or the Shareholders Agreement, the Members entitled to vote for the election of Directors may, at any special general meeting convened and held in accordance with these Bye-laws, remove a Director with or without cause provided that the notice of any such meeting convened for the purpose of removing a Director shall contain a statement of the intention so to do and be served on such Director not less than 14 days before the meeting and at such meeting the Director shall be entitled to be heard on the motion for such Director’s removal.

41.2 If a Director is removed from the Board under this Bye-law the Members may fill the vacancy at the meeting at which such Director is removed. In the absence of such election or appointment, the Board may fill the vacancy.

42. Vacancy in the Office of Director

42.1 The office of Director shall be vacated if the Director:

(a) is removed from office pursuant to these Bye-laws or is prohibited from being a Director by law;

(b) is or becomes bankrupt, or makes any arrangement or composition with his creditors generally;

(d) resigns his office by notice to the Company.

42.2 The Board shall have the power to appoint any person as a Director to fill a vacancy on the Board occurring as a result of the death, disability, disqualification or resignation of any Director and to appoint an Alternate Director to any Director so appointed.

43. Remuneration of Directors

The remuneration (if any) of the Directors shall be determined by the Board and shall be deemed to accrue from day to day. The Directors may also be paid all travel, hotel and other expenses properly incurred by them in attending and returning from Board meetings, meetings of any committee appointed by the Board or general meetings, or in connection with the business of the Company or their duties as Directors generally.

44. Defect in Appointment

All acts done in good faith by the Board, any Director, a member of a committee appointed by the Board, any person to whom the Board may have delegated any of its powers, or any person acting as a Director shall, notwithstanding that it be afterwards discovered that there was some defect in the appointment of any Director or person acting as aforesaid, or that he was, or any of them were, disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or act in the relevant capacity.

45. Advance Notice of Nominations and Other Business

45.1 Nominations for the election of Directors shall be made and such other business shall be proposed by the Board or by any Member entitled to vote for the election of Directors in accordance with Bye-law 23 and this Bye-law 45. Any Member entitled to vote for the election of Directors may nominate persons for election as Directors or propose other business to be brought before an annual general meeting only if written notice of such Member’s intent to make such nomination or bring such other business is given, either by personal delivery or by mail, postage prepaid or any recognized overnight delivery service, to the Secretary of the Company not later than (i) with respect to an election to be held at or other business to brought before an annual general meeting, 90 days prior to the anniversary date of the immediately preceding annual general meeting or not later than 10 days after notice or public disclosure of the date of the annual general meeting is given or made available to Members, whichever date is earlier, and (ii) with respect to an election to be held at a special general meeting for the election of Directors, the close of business on the seventh day following the date on which notice of such meeting is first given to Members. In addition, to be timely, a Member’s notice shall further be updated and supplemented, if necessary, so that the information provided or required to be provided in such notice shall be true and correct as of the record date for the meeting and as of the date that is ten business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to the Secretary at the principal executive offices of the Company not later than five business days after the record date for the meeting in the case of the update and supplement required to be made as of the record date, and not later than eight business days prior to the date for the meeting, or any adjournment or postponement thereof, in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment or postponement thereof.

45.2 To be in proper form, a Member’s notice (whether given pursuant to Bye-law 23.1 or 23.2) to the Secretary must include the following, as applicable: (i) As to the Member giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made, a Member’s notice must set forth: (A) the name and address of such Member, as they appear on the Company’s books, of such beneficial owner, if any, and of their respective affiliates or associates or others acting in concert therewith, (B) (1)

the class or series and number of shares of the Company which are, directly or indirectly, owned beneficially and of record by such Member, such beneficial owner and their respective Affiliates or associates or others acting in concert therewith, (2) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Company or with a value derived in whole or in part from the value of any class or series of shares of the Company, any derivative or synthetic arrangement having the characteristics of a long position in any class or series of shares of the Company, or any contract, derivative, swap or other transaction or series of transactions designed to produce economic benefits and risks that correspond substantially to the ownership of any class or series of shares of the Company, including due to the fact that the value of such contract, derivative, swap or other transaction or series of transactions is determined by reference to the price, value or volatility of any class or series of shares of the Company, whether or not such instrument, contract or right shall be subject to settlement in the underlying class or series of shares of the Company, through the delivery of cash or other property, or otherwise, and without regard of whether the Member of record, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith, may have entered into transactions that hedge or mitigate the economic effect of such instrument, contract or right (a “Derivative Instrument”) directly or indirectly owned beneficially by such Member, the beneficial owner, if any, or any affiliates or associates or others acting in concert therewith and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Company, (3) any proxy, contract, arrangement, understanding, or relationship pursuant to which such Member has a right to vote or direct the vote of any class or series of shares of the Company, (4) any agreement, arrangement, understanding, relationship or otherwise, including any repurchase or similar so-called “stock borrowing” agreement or arrangement, engaged in, directly or indirectly, by such Member, the purpose or effect of which is to mitigate loss to, reduce the economic risk (of ownership or otherwise) of any class or series of the shares of the Company by, manage the risk of share price changes for, or increase or decrease the voting power of, such Member with respect to any class or series of the shares of the Company, or which provides, directly or indirectly, the opportunity to profit or share in any profit derived from any decrease in the price or value of any class or series of the shares of the Company (“Short Interests”), (5) any rights to dividends on the shares of the Company owned beneficially by such Member that are separated or separable from the underlying shares of the Company, (6) any proportionate interest in shares of the Company or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such Member is a general partner or, directly or indirectly, beneficially owns an interest in a general partner of such general or limited partnership, (7) any performance-related fees (other than an asset-based fee) that such Member is entitled to based on any increase or decrease in the value of shares of the Company or Derivative Instruments, if any, including without limitation any such interests held by members of such Member’s immediate family sharing the same

household, (8) any significant equity interests or any Derivative Instruments or Short Interests in any principal competitor of the Company held by such Member, and (9) any direct or indirect interest of such Member in any contract with the Company, any affiliate of the Company or any principal competitor of the Company (including, in any such case, any employment agreement, collective bargaining agreement or consulting agreement), and (C) any other information relating to such Member and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of Directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, whether or not applicable; (ii) If the notice relates to any business other than a nomination of a Director or Directors that the Member proposes to bring before the meeting, a Member’s notice must, in addition to the matters set forth in paragraph (i) above, also set forth: (A) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such Member and beneficial owner, if any, in such business, (B) the text of the proposal or business (including the text of any resolutions proposed for consideration) and (C) a description of all agreements, arrangements and understandings between such Member and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such Member; (iii) As to each person, if any, whom the Member proposes to nominate for election or reelection to the Board, a Member’s notice must, in addition to the matters set forth in paragraph (i) above, also set forth: (A) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, whether or not applicable (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and a written statement of such person’s intention to serve as a director for the full term for which such person is to stand for election, and (B) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such Member and beneficial owner, if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Item 404 promulgated under Regulation S-K, whether or not applicable, if the Member making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and (iv) With respect to each person, if any, whom the Member proposes to nominate for election or reelection to the Board, a Member’s notice must, in addition to the matters set forth in paragraphs (i) and (iii) above, also

include a completed and signed questionnaire, representation and agreement required by Bye-law 45.4. The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable Member’s understanding of the independence, or lack thereof, of such nominee.

45.3 Notwithstanding the foregoing provisions of this Bye-law, a Member shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Bye-law; provided, however, that any references in these Bye-laws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Bye-law 23. Nothing in this Bye-law shall be deemed to affect any rights (1) of Members to request inclusion of proposals in the Company’s proxy statement pursuant to Rule 14a-8 under the Exchange Act, where applicable, or (2) of the holders of any series of Preference Shares if and to the extent provided for under law or these Bye-laws. Subject to Rule 14a-8 under the Exchange Act, where applicable, nothing in these Bye-laws shall be construed to permit any Member, or give any Member the right, to include or have disseminated or described in the Company’s proxy statement any nomination of Director or Directors or any other business proposal.

45.4 To be eligible to be a nominee for election or reelection as a Director, any person who has been proposed by a Member to be nominated pursuant to the procedures in Bye-law 45 must deliver (in accordance with the applicable time periods prescribed for delivery of notice under Bye-law 45) to the Secretary at the principal executive offices of the Company a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be provided by the Secretary upon written request), and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (a) is not and will not become a party to (i) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a Director, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Company or (ii) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a Director, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a nominee or Director that has not been disclosed therein, and (c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a Director, and will comply with all applicable publicly disclosed corporate governance, conflict of interest,

confidentiality and share ownership and trading policies and guidelines of the Company.

46. Directors to Manage Business

The business of the Company shall be managed and conducted by the Board. In managing the business of the Company, the Board may exercise all such powers of the Company as are not, by the Act or by these Bye-laws, required to be exercised by the Company in general meeting.

47. Powers of the Board of Directors

The Board may:

(a) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;

(b) exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture shares and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;

(c) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;

(d) appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;

(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;

(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company;

(g) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or

entirely of non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board;

(h) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit;

(i) present any petition and make any application in connection with the liquidation or reorganisation of the Company;

(j) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and

(k) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.

48. Register of Directors and Officers

The Board shall cause to be kept in one or more books at the registered office of the Company a Register of Directors and Officers and shall enter therein the particulars required by the Act.

49. Appointment of Officers and Observers

49.1 The Board may appoint such Officers (who may or may not be Directors) as the Board may determine for such terms as the Board deems fit.

49.2 CM Bermuda shall be entitled to appoint one or more observers to the Board (each, an “Observer”) for so long as CM Bermuda beneficially owns at least 50% of the issued and outstanding Common Shares. Each Observer shall be entitled to attend all meetings of the Board and any committee established by the Board in a nonvoting observer capacity and, in this respect, the Company shall give each Observer copies of all notices, minutes, consents, and other materials provided to the Directors at the same time and in the same manner as provided to the Directors; provided, however, that each Observer shall agree to hold in confidence and trust all information so provided, but only to the extent as each Observer would be obligated to do were it a Director; and provided, further, that the Company reserves the right to withhold any information and to exclude an Observer from any meeting or portion thereof if the Company reasonably believes upon the advice of counsel that access to such information or attendance at such meeting is reasonably expected to adversely affect the attorney-client privilege between the Company and its counsel or would result in disclosure of trade secrets or a conflict of interest.

49.3 Each Observer may participate in Board meetings by such telephonic, electronic or other or means as permits all persons participating in the meeting to communicate with each other simultaneously and instantaneously.

50. Appointment of Secretary

The Secretary shall be appointed by the Board from time to time for such term as the Board deems fit.

51. Duties of Officers

The Officers shall have such powers and perform such duties in the management, business and affairs of the Company as may be delegated to them by the Board from time to time.

52. Remuneration of Officers

The Officers shall receive such remuneration as the Board may determine.

53. Conflicts of Interest

53.1 Any Director, or any Director’s firm, partner or any company with whom any Director is associated, may act in any capacity for, be employed by or render services to the Company on such terms, including with respect to remuneration, as may be agreed between the parties. Nothing herein contained shall authorise a Director or a Director’s firm, partner or company to act as Auditor to the Company.

53.2 A Director who is directly or indirectly interested in a contract or proposed contract with the Company (an “Interested Director”) shall declare the nature of such interest as required by the Act and is not required to recuse himself so long as the requirements of these Bye-laws are met.

53.3 An Interested Director who has complied with the requirements of the foregoing Bye-law may:

(a) vote in respect of such contract or proposed contract; and/or

(b) be counted in the quorum for the meeting at which the contract or proposed contract is to be voted on,

and no such contract or proposed contract shall be void or voidable by reason only that the Interested Director voted on it or was counted in the quorum of the relevant meeting and the Interested Director shall not be liable to account to the Company for any profit realised thereby.

54. Indemnification and Exculpation of Directors and Officers

54.1 To the fullest extent permitted by law, a Director shall not be liable to the Company or its Members for breach of fiduciary duty as a Director.

54.2 Without limitation of any right conferred by Bye-law 54.1, each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter, a “proceeding”), by reason of the fact that such person is or was a Director, Resident Representative or Officer (such term to include any person appointed to any committee by the Board) of the Company, or is or was serving at the request of the Company as a Director, Resident Representative, Officer, employee or agent of another company or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan , whether the basis of such proceeding is alleged action in an official capacity while serving as a Director, Resident Representative, employee or agent and every one of them (whether for the time being or formerly), and their heirs, executors and administrators (each of which an “indemnified party”), shall be indemnified and held harmless by the Company to the fullest extent permitted by law from and against all actions, costs, charges, losses, damages and expenses (including attorneys’ fees, judgments, fines, amounts paid or to be paid in settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) which they or any of them, their heirs, executors or administrators, shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty, or supposed duty, or in their respective offices or trusts, and no indemnified party shall be answerable for the acts, receipts, neglects or defaults of the others of them or for joining in any receipts for the sake of conformity, or for any bankers or other persons with whom any monies or effects belonging to the Company shall or may be lodged or deposited for safe custody, or for insufficiency or deficiency of any security upon which any monies of or belonging to the Company shall be placed out on or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts, or in relation thereto, PROVIDED THAT this indemnity shall not extend to any matter in respect of any fraud or dishonesty in relation to the Company which may attach to any of the indemnified parties. To the fullest extent permitted by law, no Member shall have any claim or right of action, whether individually or by or in the right of the Company, against any Director or Officer on account of any action taken by such Director or Officer, or the failure of such Director or Officer to take any action in the performance of his duties with or for the Company or any subsidiary thereof, PROVIDED THAT such waiver shall not extend to any matter in respect of any fraud or dishonesty in relation to the Company which may attach to such Director or Officer.

54.3 The Company may purchase and maintain insurance for the benefit of any Director or Officer against any liability incurred by him under the Act in his capacity as a Director

or Officer or indemnifying such Director or Officer in respect of any loss arising or liability attaching to him by virtue of any rule of law in respect of any negligence, default, breach of duty or breach of trust of which the Director or Officer may be guilty in relation to the Company or any subsidiary thereof.

54.4 The Company may advance monies to a Director or Officer for the costs, charges and expenses incurred by the Director or Officer in defending any civil or criminal proceedings against him, on condition that the Director or Officer shall repay the advance if any allegation of fraud or dishonesty in relation to the Company is proved against him.

MEETINGS OF THE BOARD OF DIRECTORS

55. Board Meetings

The Board may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit. A resolution put to the vote at a Board meeting shall be carried by the affirmative votes of a majority of the votes cast and in the case of an equality of votes the resolution shall fail.

56. Notice of Board Meetings

A Director may, and the Secretary on the requisition of the chairman shall, at any time summon a Board meeting. Notice of a Board meeting shall be deemed to be duly given to a Director if it is given to such Director verbally (including in person or by telephone) or otherwise communicated or sent to such Director by post, electronic means or other mode of representing words in a visible form at such Director’s last known address or in accordance with any other instructions given by such Director to the Company for this purpose.

57. Electronic Participation in Board Meetings

Directors may participate in any meeting by such telephonic, electronic or other communication facilities or means as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting. Such a meeting shall be considered to take place where the chairman of the meeting establishes that the meeting is held.

58. Quorum at Board Meetings

At all meetings of the Board, one half (1/2) of the Directors then in office (but not less than two Directors) present in person at such meeting shall be sufficient to constitute a quorum for a meeting of Directors.

59. Board to Continue in the Event of Vacancy

The Board may act notwithstanding any vacancy in its number but, if and so long as its number is reduced below the number fixed by these Bye-laws as the quorum necessary for the transaction of business at Board meetings, the continuing Directors or Director may act for the purpose of (i) summoning a general meeting; or (ii) preserving the assets of the Company.

60. Chairman to Preside

Unless otherwise agreed by a majority of the Directors attending, the chairman of the Company, if there be one, and if not, the president (if he or she is a Director), if there be one, shall act as chairman of the meeting at all Board meetings at which such person is present. In their absence, a chairman of the meeting shall be appointed or elected by the Directors present at the meeting.

61. Written Resolutions

A resolution signed by all the Directors, which may be in counterparts, shall be as valid as if it had been passed at a Board meeting duly called and constituted, such resolution to be effective on the date on which the resolution is signed by the last Director. For the purposes of this Bye-law only, “the Directors” shall not include an Alternate Director.

62. Validity of Prior Acts of the Board

No regulation or alteration to these Bye-laws made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation or alteration had not been made.

CORPORATE RECORDS

63. Minutes

The Board shall cause minutes to be duly entered in books provided for the purpose:

(a) of all elections and appointments of Officers;

(b) of the names of the Directors present at each Board meeting and of any committee appointed by the Board; and

(c) of all resolutions and proceedings of general meetings of the Members, Board meetings, meetings of managers and meetings of committees appointed by the Board.

64. Place Where Corporate Records Kept

Minutes prepared in accordance with the Act and these Bye-laws shall be kept by the Secretary at the registered office of the Company.

65. Form and Use of Seal

65.1 The Company may adopt a seal in such form as the Board may determine. The Board may adopt one or more duplicate seals for use in or outside Bermuda.

65.2 A seal may, but need not, be affixed to any deed, instrument or document, and if the seal is to be affixed thereto, it shall be attested by the signature of (i) any Director, or (ii) any Officer, or (iii) the Secretary, or (iv) any person authorised by the Board for that purpose.

65.3 A Resident Representative may, but need not, affix the seal of the Company to certify the authenticity of any copies of documents.

ACCOUNTS

66. Records of Account

66.1 The Board shall cause to be kept proper records of account with respect to all transactions of the Company and in particular with respect to:

(a) all amounts of money received and expended by the Company and the matters in respect of which the receipt and expenditure relates;

(b) all sales and purchases of goods by the Company; and

66.2 Such records of account shall be kept at the registered office of the Company or, subject to the Act, at such other place as the Board thinks fit and shall be available for inspection by the Directors during normal business hours.

67. Financial Year End

The financial year end of the Company may be determined by resolution of the Board and failing such resolution shall be 31st December in each year.

AUDITS

68. Annual Audit

Subject to any rights to waive laying of accounts or appointment of an Auditor pursuant to the Act, the accounts of the Company shall be audited at least once in every year.

69. Appointment of Auditor

69.1 Subject to the Act, the Members shall appoint an auditor to the Company to hold office for such term as the Members deem fit or until a successor is appointed.

69.2 The Auditor may be a Member but no Director, Officer or employee of the Company shall, during his continuance in office, be eligible to act as an Auditor of the Company.

70. Remuneration of Auditor

70.1 The remuneration of an Auditor appointed by the Members shall be fixed by the Company in general meeting or in such manner as the Members may determine.

70.2 The remuneration of an Auditor appointed by the Board to fill a casual vacancy in accordance with these Bye-laws shall be fixed by the Board.

71. Duties of Auditor

71.1 The financial statements provided for by these Bye-laws shall be audited by the Auditor in accordance with generally accepted auditing standards. The Auditor shall make a written report thereon in accordance with generally accepted auditing standards.

71.2 The generally accepted auditing standards referred to in this Bye-law may be those of a country or jurisdiction other than Bermuda or such other generally accepted auditing standards as may be provided for in the Act. If so, the financial statements and the report of the Auditor shall identify the generally accepted auditing standards used.

72. Access to Records

The Auditor shall at all reasonable times have access to all books kept by the Company and to all accounts and vouchers relating thereto, and the Auditor may call on the Directors or Officers for any information in their possession relating to the books or affairs of the Company.

73. Financial Statements and the Auditor’s Report

73.1 The financial statements and/or the auditor’s report as required by the Act shall

(a) be laid before the Members at the annual general meeting; or

(b) be received, accepted, adopted, approved or otherwise acknowledged by the Members by written resolution passed in accordance with these Bye-laws.

74. Vacancy in the Office of Auditor

The Board may fill any casual vacancy in the office of the auditor.

VOLUNTARY WINDING-UP AND DISSOLUTION

75. Winding-Up

If the Company shall be wound up the liquidator may, subject to the rights and privileges of any holders of Common Shares or Preference Shares pursuant to any Certificate of Designation, and with the sanction of a resolution of the Members, divide amongst the Members in specie or in kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may, for such purpose, set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, subject to the rights and privileges of any holders of Common Shares or Preference Shares pursuant to any Certificate of Designation, and with the like sanction, vest the whole or any part of such assets in the trustees upon such trusts for the benefit of the Members as the liquidator shall think fit, but so that no Member shall be compelled to accept any shares or other securities or assets whereon there is any liability.

CHANGES TO CONSTITUTION

76. Changes to Bye-laws

No Bye-law may be rescinded, altered or amended and no new Bye-law may be made save in accordance with the Act and until the same has been approved by a resolution of the Board and by a resolution of the Members.

77. Changes to the Memorandum of Association

No alteration or amendment to the Memorandum of Association may be made save in accordance with the Act and until same has been approved by a resolution of the Board and by a resolution of the Members.

78. Mergers and Amalgamations

Notwithstanding the provisions of the Act, any proposed merger agreement or amalgamation agreement to be entered into by the Company pursuant to the Act must be approved by the Board and approved by a resolution of a simple majority of the total voting power of the Common Shares.

79. Discontinuance

The Board may exercise all the powers of the Company to discontinue the Company to a jurisdiction outside Bermuda pursuant to the Act.

Exhibit 3.2

CERTIFICATE OF DESIGNATION
OF
SERIES B PREFERENCE SHARES
OF
SIRIUS INTERNATIONAL INSURANCE GROUP, LTD.

Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the “ Company ”), hereby certifies that, pursuant to duly authorized resolutions of the Board of Directors of the Company adopted on June 22, 2018, August 3, 2018 and August 23, 2018, the creation of the Series B Preference Shares, with a par value of U.S.$0.01 per share (the “ Preference Shares ”), was authorized and the designations, preferences and privileges, voting, relative, participating, optional and other special rights, and qualifications, limitations and restrictions of the Preference Shares, in addition to those set forth in the Memorandum of Association and Bye-Laws of the Company, were fixed as follows:

Section 1. Designation; Amount of Shares . The designation of this series of Preference Shares shall be “Series B Preference Shares”, and the number of shares constituting this series shall be 15,000,000. Each Preference Share shall be identical in all respects to every other Preference Share. Any Preference Shares cancelled by purchase or redemption, or otherwise acquired by the Company, will have the status of authorized but unissued Preference Shares and may be reissued as part of the same class or series or may be reclassified and reissued by the Board of Directors in the same manner as any other authorized and unissued shares and shall not be taken to have reduced the amount of the Company’s authorized share capital. The number of authorized Preference Shares may be reduced (but not below the number of Preference Shares then issued and outstanding) by further resolutions duly adopted by (i) the Board of Directors and (ii) the holders of Preference Shares and Common Shares voting together as a single class. No such reduction shall affect the due authorization of any issued and outstanding Preference Shares.

Section 2. Definitions . As used herein with respect to the Preference Shares:

(a) “Actual Liquidation” has the meaning assigned to such term in Section 5(a) .

(b) “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

(c) “Board of Directors” means the Board of Directors of the Company or, with respect to any action to be taken by the Board of Directors, any committee of the Board of Directors duly authorized to take such action.

(d) “Business Day” means (i) a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in New York City, New York, or Bermuda generally are authorized or obligated by law or executive order to close and (ii) for the purposes of determining the LIBOR only, a day that is a Monday, Tuesday, Wednesday,

Thursday or Friday and is not a day on which dealings in U.S. dollars are not carried on in the London interbank market.

(e) “book value” means the Company’s consolidated book value calculated in accordance with U.S. generally accepted accounting principles, without any adjustments thereto resulting from the application of “push down accounting” by CMIG International or its Affiliates, but as adjusted to provide for the treatment of the Preference Shares as equity.

(f) “Bye-Laws” means the amended and restated bye-laws of the Company, as they may be amended from time to time.

(g) “Cashless Redemption” has the meaning assigned to such term in Section 6(f) .

(h) “Certificate of Designation” means this Certificate of Designation relating to the Preference Shares, as it may be amended from time to time.

(i) “CMIG International” means CMIG International Holding Pte. Ltd., a Singapore holding company, and its successors.

(j) “Commission” means the Securities and Exchange Commission.

(k) “Common Shares” means the common shares, par value U.S.$0.01 per share, of the Company, or any other class of shares resulting from successive changes or reclassifications of such common shares consisting solely of changes in par value, or as a result of a subdivision, combination, merger, amalgamation, consolidation or similar transaction in which the Company is a constituent company.

(l) “Company” has the meaning assigned to such term in the preamble.

(m) “Conversion Election Notice” has the meaning assigned to such term in Section 7(b) .

(n) “Conversion Price” means the Issue Price, subject to adjustment as applicable in accordance with Section 7(i) and, for the avoidance of doubt, not subject to any adjustment for dividends or distributions, including Extraordinary Dividends, that have been paid in accordance with Section 4 .

(o) “Conversion Ratio” has the meaning assigned to such term in Section 7(a) .

(p) “Conversion Shares” means the Common Shares then issuable upon conversion of the Preference Shares in accordance with the terms of Section 7 .

(q) “Designating Holders” has the meaning assigned to such term in Section 4(e)(ii) .

(r) “Dividend Period” has the meaning assigned to such term in Section 4(b) .

(s) “Dividend Record Date” has the meaning assigned to such term in Section 4(b) .

(t) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(u) “Extraordinary Dividends” means any dividend or distribution of cash to the holders of the Common Shares on account of such Common Shares (or other shares of the Company into which the Preference Shares are then convertible), which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Common Shares (or other shares of the Company into which the Preference Shares are then convertible) during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in Section 7(i)) exceeds $0.86 per Common Share (and, for the avoidance of doubt, the amount of such excess).

(v) “Independent Director” has the meaning assigned to such term in the Shareholders Agreement.

(w) “Issue Date” means November 5, 2018.

(x) “Issue Price” means $17.22447.

(y) “Junior Shares” means any class or series of shares of the Company, including Common Shares, that ranks junior to the Preference Shares either as to the payment of dividends or as to the distribution of assets upon any liquidation, dissolution or winding-up of the Company and, for the avoidance of doubt, shall not include any indebtedness of the Company or shares accounted for as a liability of the Company.

(z) “LIBOR” means, for any Dividend Period, the rate per annum for deposits in U.S. dollars for a period of three (3) months which appears on Bloomberg Screen US0003M Page (or any applicable successor page) as of 11:00 a.m. (London, England time) on the date two (2) Business Days before the commencement of such Dividend Period (herein, the “ LIBOR Determination Date ”). If no such offered rate exists or is unavailable, then such rate will be the arithmetic mean of the per annum rate of interest at which deposits of U.S. dollars in immediately available funds are offered at 11:00 a.m. (London, England time) on the date two (2) Business Days before the LIBOR Determination Date quoted by two (2) major financial institutions in the London interbank market for an interest period of three (3) months for an amount equal to the number of Preference Shares then outstanding multiplied by the Conversion Price, as selected by the Company in good faith. If LIBOR shall be less than zero, such rate shall be deemed zero for purposes of this Certificate of Designation.

Notwithstanding the foregoing, if (i) the Company determines in good faith that LIBOR has been discontinued, and such discontinuance is unlikely to be temporary, or that LIBOR is no longer being published, or (ii) the supervisor for the administrator of the London Interbank Offered Rate has made a public statement identifying a specific date after which the London Interbank Offered Rate shall no longer be used for determining interest rates for loans, then the holders of the Preference Shares and the Company will negotiate in good faith to (1) designate a

substitute or successor reference rate, including any spread with respect thereto, taking into account general comparability to LIBOR, acceptance as a market-based benchmark interest rate and any other commercially reasonable adjustments or factors as such holders and the Company deem appropriate, and (2) determine any necessary changes to the business day convention and the LIBOR Determination Date to be used and any other relevant methodology for calculating the substitute or successor interest rate, including any adjustment factor needed to make such substitute or successor reference rate comparable to LIBOR, in a manner that is consistent with industry accepted practices for such substitute or successor reference rate. Any such designation and determination agreed to by the holders of a majority of the Preference Shares and the Company shall be final and conclusive absent manifest error, and the Company shall amend this Certificate of Designation as necessary to effectuate the substitute or successor reference rate. From the earlier of (A) the date that LIBOR has been discontinued or is no longer being published as described in clause (i) above and (B) the specific date referred to in clause (ii) above (such earlier date, the “ LIBOR Discontinuance Date ”) until the holders of the Preference Shares and the Company make such designation and determination, “LIBOR” shall be deemed to mean LIBOR in effect during the Dividend Period immediately preceding the LIBOR Discontinuance Date.

(aa) “Liquidation Price” means, with respect to any Preference Share, the Conversion Price, plus all unpaid, accrued and accumulated dividends on such Preference Share, less the amount of any Extraordinary Dividends per share that have been paid in accordance with Section 4 .

(bb) “Mandatory Conversion Event” has the meaning assigned to such term in Section 7(a) .

(cc) “Memorandum of Association” means the memorandum of association of the Company, as it may be amended from time to time.

(dd) “Optional Conversion Event” means a conversion of Preference Shares completed in accordance with Section 7(b) .

(ee) “Parity Shares” means any class of share capital or series of preference shares established by the Board of Directors in accordance with the terms hereof, if such class or series will rank pari passu to the Preference Shares as to dividend rights or rights upon liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary and, for the avoidance of doubt, shall not include any indebtedness of the Company or shares to the extent treated as a liability by applicable rating agencies.

(ff) “Person” means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture, association or other similar entity, whether or not a legal entity.

(gg) “Preference Shares” has the meaning assigned to such term in the preamble.

(hh) “Principal Operating Company” means Sirius Bermuda Insurance Company Ltd., Sirius International Insurance Corporation and Sirius America Insurance Company.

(ii) “Public Float” means, as of any date of calculation, the number of Common Shares then outstanding (for the avoidance of doubt, excluding securities convertible into Common Shares), less (i) the number of outstanding Common Shares beneficially owned (without duplication) by the directors and executive officers of the Company and by CMIG International and its Affiliates (calculated in accordance with Section 13(d) of the Exchange Act), plus (ii) in the event of any calculation made pursuant to Section 6(f) , the number of Redemption Shares being issued and, in the event of any calculation made pursuant to Section 7(a) , the number of Conversion Shares being issued.

(jj) “Quarterly Dividend Date” has the meaning assigned to such term in Section 4(b) .

(kk) “Redemption Date” has the meaning assigned to such term in Section 6(e) .

(ll) “Redemption Event” has the meaning assigned to such term in Section 6(e) .

(mm) “Redemption Notice” has the meaning assigned to such term in Section 6(e) .

(nn) “Redemption Price” means, as of any time of calculation, a price per Preference Share equal to (1) the product of (i) 1.28 multiplied by (ii) (x) the book value of the Company, as set forth in the final, Board of Directors approved, consolidated financial statements of the Company for the quarterly period most recently ended for which such financial statements are available, divided by (y) the fully diluted number of Common Shares outstanding (calculated using the treasury stock method) as of the end of such period, in each case determined by the Board of Directors in good faith, plus all unpaid, accrued and accumulated dividends thereon, plus (2) the product of (i) 0.28 multiplied by (ii) the aggregate amount of any Extraordinary Dividends paid by the Company during the period that is (x) in the event such calculation is made on or prior to the second (2nd) anniversary of the Issue Date, the 365 days preceding the date of such calculation, or (y) in the event such calculation is made after the second (2nd) anniversary of the Issue Date, the 730 days preceding the date of such calculation.

(oo) “Redemption Shares” means the Common Shares then issuable upon redemption of the Preference Shares in accordance with the terms of Section 6 .

(pp) “Senior Shares” means any class of share capital or series of preference shares established by the Board of Directors in accordance with the terms hereof, if such class or series will rank senior to the Preference Shares as to dividend rights or rights upon liquidation, winding-up or dissolution of the Company, whether voluntary or involuntary and, for the avoidance of doubt, shall not include any indebtedness of the Company or shares to the extent treated as a liability by applicable rating agencies.

(qq) “set aside for payment” means, without any action other than the following, the recording by the Company in its accounting ledgers of any accounting or bookkeeping entry which indicates, pursuant to a declaration of a dividend or other distribution by the Board of Directors, the allocation of the funds to be so paid on any class or series of the Company’s shares; provided , that if any funds for any Junior Shares are placed in a separate account of the Company

or delivered to a disbursing, paying or other similar agent, then “set aside for payment” with respect to the Preference Shares shall mean placing such funds in a separate account or delivering such funds to a disbursing, paying or other similar agent.

(rr) “Shareholders Agreement” means that certain Shareholders Agreement dated November 5, 2018 among the Company and the holder(s) of the Preference Shares on the Issue Date.

(ss) “Subscription Agreements” mean those certain Subscription Agreements dated August 29, 2018 between the Company and the holder(s) of the Preference Shares on the Issue Date.

(tt) “Subsidiary” means, with respect to any Person, any corporation, limited liability company, partnership, association, or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of such Person or a combination thereof or (ii) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of such Person or a combination thereof and for this purpose, a Person or Persons own a majority ownership interest in such a business entity (other than a corporation) if such Person or Persons shall be allocated a majority of such business entity’s gains or losses or shall be a, or control any, managing director or general partner of such business entity (other than a corporation). The term “Subsidiary” shall include all Subsidiaries of such Subsidiary.

(uu) “Voting Shares” means the Common Shares, the Preference Shares and any other voting shares of the Company outstanding from time to time.

Section 3. Ranking . The Preference Shares shall, with respect to dividend rights or the right to receive distributions upon liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, rank senior to all Junior Shares, including without limitation, the Common Shares.

Section 4. Dividends .

(a) Participating Dividends . In addition to any dividends accruing on the Preference Shares pursuant to Section 4(b) , in the event that any dividend on Common Shares or other Junior Shares is declared by the Board of Directors and paid by the Company other than a dividend payable solely in Common Shares, other Junior Shares or any other equity or equity equivalent securities of the Company (for the avoidance of doubt, such dividends to include Extraordinary Dividends), the holders of Preference Shares as of the record date established by the Board of Directors for such dividend on Common Shares or Junior Shares shall be entitled to receive (and the Company shall simultaneously declare and pay) a dividend on the Preference Shares on a pro rata basis with the Common Shares or other Junior Shares, as applicable, determined on an as-converted basis assuming all Preference Shares had been converted pursuant

to Section 7 . The record date for any dividend payable pursuant to this Section 4(a) shall be the record date for the applicable dividend on the Common Shares or other Junior Shares, and any such dividend shall be payable with respect to the Preference Shares to the holders to whom such Preference Shares are registered, as reflected on the Register of Members of the Company as of such record date.

(b) Regular Dividends . From and after the fifth (5th) anniversary of the Issue Date, the holders of Preference Shares shall then be entitled to receive, out of funds legally available for the payment of dividends under Bermuda law, cumulative dividends on each outstanding Preference Share, prior and in preference to any declaration, payment or decision to set aside funds for the payment of any dividend (other than dividends payable solely in Common Shares, other Junior Shares or any other equity or equity equivalent securities of the Company), at a per annum rate equal to the Conversion Price multiplied by LIBOR plus 4%, payable in cash quarterly in arrears on the last day of March, June, September and December of each year (each such date, a “ Quarterly Dividend Date ”). Such dividends shall be paid out of funds legally available for the payment of dividends under Bermuda law, and shall accrue until paid, whether or not declared by the Board of Directors and whether or not there are funds legally available for the payment of dividends. Dividends that are payable pursuant to this Section 4(b) on Preference Shares on any Quarterly Dividend Date shall be payable to holders of record of such Preference Shares as they appear on the Register of Members of the Company at 5:00 p.m. (New York City time) on the immediately preceding March 15, June 15, September 15 and December 15 (each, a “ Dividend Record Date ”). The Dividend Record Dates shall apply regardless of whether a particular Dividend Record Date is a Business Day. A dividend period (each, a “ Dividend Period ”) is the period from and including a Quarterly Dividend Date to, but excluding, the next Quarterly Dividend Date, except that the initial Dividend Period shall commence on and include the date of the fifth (5th) anniversary of the Issue Date and such initial Dividend Period shall end on and exclude the December 31, 2023 Quarterly Dividend Date. Dividends payable on the Preference Shares shall be computed on the basis of a 365-day year and the actual number of days elapsed in any Dividend Period, rounding the resulting figure to the nearest cent (half a cent being rounded upwards). If any date on which dividends would otherwise be payable is not a Business Day, then the Quarterly Dividend Date shall be the next succeeding Business Day after the original Quarterly Dividend Date, and no additional dividends shall accumulate on the amount so payable as a result of the delay.

(c) Priority of Dividends. So long as any Preference Shares remain outstanding, unless the full dividends on all outstanding Preference Shares have been paid or a sum sufficient for the payment thereof has been set aside for payment pursuant to Section 4(a) or Section 4(b) , (i) no dividend shall be paid or declared on the Common Shares or any other Junior Shares (other than a dividend payable solely in Common Shares, other Junior Shares, or other any other equity or equity equivalent securities of the Company) and (ii) no other distribution may be declared or paid or set apart for payment upon the Common Shares or any other Junior Shares.

(d) Restrictions on Payment of Dividends . The Company shall not pay declare or pay dividends on the Preference Shares if the Company has reasonable grounds for believing that (1) it is, or would after the payment be, unable to pay its liabilities as they become due, or (2)

the realizable value of the Company’s assets would thereby be less than its liabilities or (3) it is prohibited by then-applicable law from doing so.

(e) Failure to Pay Dividends .

(i) If the Company fails to declare and pay any dividend pursuant to Section 4(b) , the rate at which all dividends thereunder shall accrue (whether or not declared) shall increase to a per annum rate equal to the Conversion Price multiplied by LIBOR plus 6% until such time as the Company has declared and paid all such accrued dividends, and thereafter shall accrue at a per annum rate equal to the Conversion Price multiplied by LIBOR plus 4%.

(ii) If the Company fails to declare and pay for four consecutive Dividend Periods dividends on the Preference Shares that are payable pursuant to Section 4(b) (whether as a result of an event specified in Section 4(d) or otherwise), thereafter and until such time as the Company has declared and paid all such accrued dividends, the holders of a majority of the Preference Shares entitled to the rights set forth in Section 2 of the Shareholders Agreement (the “ Designating Holders ”) shall be entitled to designate one director to the Board of Directors (in addition to any other rights to elect persons to the Board of Directors that the holders of Preference Shares may have), subject to the receipt or making by such holders of any regulatory approvals or regulatory filings under applicable laws. For each additional Dividend Period for which dividends on the Preference Shares are not declared or paid pursuant to Section 4(b) , the Designating Holders shall be entitled to designate one additional director for appointment to the Board of Directors, subject to the receipt or making by such holders of any regulatory approvals or regulatory filings under applicable laws. If at any time and from time to time, following the appointment of any such person(s) to the Board of Directors pursuant to this Section 4(e)(ii) and the subsequent resignation of such person(s) pursuant to Section 4(e)(iii) , the Company fails to declare and pay for any Dividend Period dividends on the Preference Shares that are payable pursuant to Section 4(b) (whether as a result of an event specified in Section 4(d) or otherwise), such number of persons previously designated to the Board of Directors by the Designating Holders pursuant to this Section 4(e)(ii) shall be re-appointed to the Board of Directors and the Designating Holders shall be entitled, for such Dividend Period and each subsequent Dividend Period for which dividends are not declared and paid, to designate one additional director for appointment to the Board of Directors, subject in each case to the receipt or making by such holders of any regulatory approvals or regulatory filings under applicable laws.

(iii) Promptly after receipt by the Company of notice by the Designating Holders designating a person or persons to the Board of Directors pursuant to Section 4(e)(ii) (together with (1) an executed irrevocable letter of resignation in a form satisfactory to the Company pursuant to which such designee or designees shall resign from the Board of Directors effective as of the payment of the dividend for the next Dividend Period following the Dividend Period in which the Company remedies the failure to pay giving rise to such designee’s or designees’ appointment, (2) an executed and completed questionnaire for each such designee in the form customarily provided to directors of the Company and (3) any additional information about each such designee that the Company may reasonably request), the Board of Directors shall act to increase the size of the Board of Directors and to appoint such designee or designees to the Board of Directors; provided that, if the appointment of any such designee would cause the Board of

Directors to be comprised of less than a majority of Independent Directors, then such designee shall be an Independent Director.

(f) Unclaimed Dividends . Subject to applicable law, any dividend payment unclaimed for a period of six years from the date of declaration of such dividend shall be forfeited and shall revert to the Company, and the payment by the Board of Directors of any unclaimed dividend or other sum payable on or in respect of the share into a separate account will not make the Company a trustee thereof.

Section 5. Liquidation Rights .

(a) Voluntary or Involuntary Liquidation . In the event of any liquidation, dissolution or winding-up of the Company as a result of any bankruptcy, reorganization, or similar proceeding, or any foreclosure by creditors of the Company on all or substantially all assets of the Company, whether voluntary or involuntary (an “ Actual Liquidation ”), then the holders of the Preference Shares then outstanding shall be entitled to receive a liquidation preference in the amount of the Liquidation Price per Preference Share, before any distribution of assets is made to the holders of Common Shares or other Junior Shares, and thereafter, the holders of the Preference Shares then outstanding shall be entitled to receive an amount equal to (x) a pro rata portion ( pro rata with the Common Shares or other Junior Shares, as applicable, determined on a per share as-converted basis assuming all Preference Shares had been converted pursuant to Section 7 ), of any assets and funds of the Company available for distribution less (y) the Liquidation Price.

(b) Notice of Liquidation . In the event of an Actual Liquidation, the Company shall, within ten (10) days after the date the Board of Directors approves such Actual Liquidation, or no later than twenty (20) days after any shareholders’ meeting called to approve such Actual Liquidation, or within twenty (20) days after the commencement of any involuntary proceeding in respect of an Actual Liquidation, whichever is earlier, deliver to each holder of Preference Shares written notice of the proposed Actual Liquidation (a “ Liquidation Notice ”), which written notice shall describe the material terms and conditions of such Actual Liquidation, including a description of the equity securities, cash and property to be received by the holders of Preference Shares upon consummation of the proposed Actual Liquidation and the date of delivery thereof. If any material change in the facts set forth in the Liquidation Notice shall occur, the Company shall promptly deliver written notice of such material change to each holder of Preference Shares.

Section 6. Optional and Mandatory Redemption .

(a) Optional Redemption upon Change of Control .

(i) In connection with the consummation of any (i) merger, amalgamation, consolidation or similar transaction that would result in the inability of the holders of a majority of the Voting Shares immediately prior to such transaction to elect a majority of the members of the Board of Directors (or its equivalent) of the resulting entity or its parent company or (ii) sale or series of related sales of all or substantially all of the consolidated assets of the Company and its Subsidiaries to a third party on an arm’s length basis which is approved by a majority of the Independent Directors, but in each case excluding any such merger, amalgamation, consolidation, similar transaction with, or sale to, an Affiliate of the Company, including CMIG International or

its Affiliates, or any entity which the Chief Executive Officer, Chief Financial Officer, General Counsel or any Independent Director of the Company has actual knowledge is a direct shareholder of CMIG International or China Minsheng Investment Co., Ltd., then the Company may redeem all then-outstanding Preference Shares for a price per Preference Share equal to the Redemption Price. At the option of the Company, any Redemption Price payable pursuant to this Section 6(a)(i) may be paid in Common Shares as described in Section 6(f) .

(ii) In connection with the consummation of any (i) merger, amalgamation, consolidation or similar transaction that would result in the inability of the holders of a majority of the Voting Shares immediately prior to such transaction to elect a majority of the members of the Board of Directors (or its equivalent) of the resulting entity or its parent company, (ii) transaction pursuant to which any Person or group (within the meaning set forth in Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder), other than CMIG International or any of its Affiliates, becomes the beneficial owner of more than twenty percent (20%) of the outstanding equity securities of the Company and such percentage exceeds the beneficial ownership percentage of CMIG International, whether directly or indirectly and whether by stock sale, asset sale, merger, amalgamation, consolidation or otherwise or (iii) sale or series of related sales of all or substantially all of the consolidated assets of the Company and its Subsidiaries, any holder of a Preference Share may require the Company to redeem all or a portion of such holder’s Preference Shares for a price per Preference Share equal to the Redemption Price. At the option of the Company, any Redemption Price payable pursuant to this Section 6(a)(ii) may be paid in Common Shares as described in Section 6(f) .

(b) Optional Redemption upon Delisting Event . In the event the Common Shares are delisted from a securities exchange on which the Common Shares were then listed and the Company has not listed or applied to list the Common Shares on any other securities exchange, any holder of a Preference Share may require the Company to redeem all of such holder’s Preference Shares for a price per Preference Share equal to the Redemption Price. At the option of the Company, any Redemption Price payable pursuant to this Section 6(b) may be paid in Common Shares, with each Common Share representing payment of $1.00 (as divided by the Conversion Ratio) of the amount due in respect of such Redemption Price, such issuance having already been approved and authorized by the Board of Directors.

(c) Optional Redemptions after Year Five . After the fifth (5th) anniversary of the Issue Date, (i) any holder of a Preference Share may require the Company to redeem all of such holder’s Preference Shares for a price per Preference Share equal to the Redemption Price and (ii) the Company may redeem all of the Preference Shares for a price per Preference Share equal to the Liquidation Price. At the option of the Company, any Redemption Price or Liquidation Price payable pursuant to this Section 6(c) may be paid in Common Shares as described in Section 6(f) .

(d) Mandatory Redemption upon Involuntary Liquidation or Run-off of a Principal Operating Company . In the event (i) of any involuntary liquidation, dissolution or winding-up of a Principal Operating Company as a result of any bankruptcy, reorganization or similar proceeding, (ii) of any involuntary supervision or run-off of any Principal Operating Company, (iii) of any foreclosure by creditors of any Principal Operating Company on all or substantially all assets of, or equity interests in, such Principal Operating Company or (iv) that the

Principal Operating Companies are disapproved for writing any business globally from insurance or reinsurance intermediaries or direct cedants representing a majority of gross written premiums of the Principal Operating Companies in the aggregate (determined based on the aggregate gross written premiums of the Principal Operating Companies for the previous fiscal year), then the Company shall, subject to it not being prohibited by then-applicable law, redeem all then-outstanding Preference Shares for a price per Preference Share equal to the Liquidation Price. At the option of the Company, any Liquidation Price payable pursuant to this Section 6(d) may be paid in Common Shares with each Common Share representing payment of $1.00 (subject to adjustment for any subdivision (by any share split, recapitalization or otherwise) or combination (by combination, reverse share split or otherwise) of the Common Shares) of the amount due in respect of such Liquidation Price, such issuance having already been approved and authorized by the Board of Directors.

(e) Redemption Event Notice . As promptly as practicable, but in no event later than twenty (20) days prior to any redemption event pursuant to Section 6(a) and Section 6(c) and in no event later than ten (10) days after any redemption event pursuant to Section 6(b) and Section 6(d) (each, a “ Redemption Event ”), the Company shall send written notice (a “ Redemption Notice ”) of the Redemption Event or anticipated Redemption Event, as applicable, to each holder of record of Preference Shares. Each Redemption Notice shall state:

(i) the date and a general description of the Redemption Event or anticipated Redemption Event, as applicable and the estimated Redemption Price or Liquidation Price, as applicable, payable in connection therewith;

(ii) the date, manner and place designated for surrender by the holder to the Company of his, her or its certificate or certificates representing the Preference Shares to be redeemed (such date, which shall be no earlier than (10) days after the date of the Redemption Notice and, in the case of a redemption pursuant to Section 6(a)(i) or Section 6(a)(ii) , shall be before the effective date of the transaction described therein, the “ Redemption Date ”); and

(iii) that the holder is entitled to convert its Preferences Shares at its option pursuant to Section 7(b) prior to the Redemption Date.

(f) Payment of Redemption Amount . In exchange for the surrender to the Company by the respective holders of Preference Shares of their certificate(s) and accompanying materials in accordance with Section 6(i) below, the aggregate Redemption Price or Liquidation Price, as applicable, for the Preference Shares being redeemed shall be payable (i) in cash in immediately available funds to the applicable holders of the Preference Shares on the applicable Redemption Date, except to the extent prohibited by applicable Bermuda law, and/or (ii) at the Company’s option in the event of any redemption pursuant to Section 6(a) , Section 6(c) or Section 6(d) , in Redemption Shares (a “ Cashless Redemption ”), pro rata among the holders of such Preference Shares to be redeemed in proportion to the aggregate number of Preference Shares to be redeemed on the Redemption Date, but only to the extent that such Redemption Shares represent 15% or less of the Public Float. In the event any Preference Share is redeemed pursuant to a Cashless Redemption, such Preference Share shall convert into that number of Common Shares as is determined by dividing (x) the Redemption Price or Liquidation Price, as applicable (in either case, plus any accrued and unpaid dividends) by (y) the greater of (I) $1.00 (as divided by the

Conversion Ratio), and (II) the product of (A) 0.925 multiplied by (B) the daily volume weighted average price per Common Share as reported on the Nasdaq Stock Market (or any national securities exchange on which the Common Shares are then listed) for the trading days during a period of 30 consecutive days ending on the day prior to the date of the Redemption Notice; provided that such volume weighted average price shall exclude the effects of any purchase or sale of Common Shares by the Company, CMIG International or their respective Affiliates and any number of Common Shares which the Chief Executive Officer, Chief Financial Officer, General Counsel or any Independent Director of the Company has actual knowledge was purchased or sold by a direct shareholder of CMIG International or China Minsheng Investment Co., Ltd. during such period aggregating to more than 1% of the then-outstanding Common Shares. In the event the Company has elected a Cashless Redemption and less than all of the Preference Shares being redeemed are permitted to be redeemed pursuant to the Cashless Redemption, then the Company shall pay the remainder of the Redemption Price or Liquidation Price, as applicable, (1) in cash in immediately available funds and/or (2) at the Company’s option, in Common Shares, with each Common Share representing payment of $1.00 (as divided by the Conversion Ratio) of the amount due in respect of such Redemption Price or Liquidation Price, as applicable, such issuance having already been approved and authorized by the Board of Directors. Any Cashless Redemption with respect to Section 6(a)(i) or 6(a)(ii) shall be made in Common Shares of the Company prior to the effective time of any such transaction described in Section 6(a)(i) or 6(a)(ii) , which Common Shares of the Company shall be issued to the applicable holders of the Preference Shares prior to such effective time.

(g) Insufficient Funds . If on the Redemption Date, the assets of the Company legally available are insufficient to pay the full Redemption Price or Liquidation Price, as applicable, for the total number of Preference Shares to be redeemed, then the Company shall, subject to it not being prohibited by then-applicable law, (i) take all commercially appropriate action reasonably within its means to maximize the assets legally available for paying such amount, (ii) redeem out of all such assets legally available therefor on the Redemption Date the maximum possible number of Preference Shares that it can redeem on such date, pro rata among the holders of such Preference Shares to be redeemed in proportion to the aggregate number of Preference Shares to be redeemed by each such holder on the Redemption Date, and (iii) pay any remainder of the Redemption Price or Liquidation Price in Common Shares as provided in this Section 6 .

(h) Remedies for Nonpayment .

(i) If on the Redemption Date, all of the Preference Shares to be redeemed pursuant to a Redemption Notice are not redeemed in full by the Company by paying the entire Redemption Price or Liquidation Price, as applicable, until such Preference Shares are fully redeemed and the aggregate Redemption Price or Liquidation Price, as applicable, is paid in full, (i) all of the unredeemed Preference Shares shall remain outstanding and continue to have the rights, preferences and privileges expressed herein, including the accrual and accumulation of dividends thereon as provided in Section 4(a) and Section 4(b) and (ii) the Company shall owe an amount equal to (A) 125% of all amounts due pursuant to this Section 6 (including, without limitation, the aggregate Redemption Price or Liquidation Price, as applicable) that have not yet been paid plus (B) interest on such amount that shall accrue daily in arrears at a rate equal to twelve

(12%) per annum, compounded quarterly. For so long as such amounts are due and have not been paid in full, the Company shall not declare or pay any dividends on the Common Shares or any other Junior Shares.

(ii) If any Preference Shares to be redeemed pursuant to a Redemption Notice have not been redeemed in full by the Company by paying (in cash or Common Shares) all amounts due pursuant to Section 6(h)(i) , within ninety (90) days of when due, the Designating Holders shall be entitled to designate such number of persons for appointment to the Board of Directors that would represent at least fifty-one percent (51%) of the total number of directors comprising the Board of Directors (after giving effect to their appointments) (in addition to any other rights to elect persons to the Board of Directors that the holders of Preference Shares may have), subject to the receipt or making by such holders of any regulatory approvals or regulatory filings under applicable laws. Promptly after receipt by the Company of notice by the Designating Holders designating such persons to the Board of Directors pursuant to this Section 6(h)(ii) (together with, for each such designee (1) an executed irrevocable letter of resignation in a form satisfactory to the Company pursuant to which such designee shall resign from the Board of Directors effective concurrently with the remedy of the failure to pay giving rise to such designee’s appointment, (2) an executed and completed questionnaire in the form customarily provided to directors of the Company and (3) any additional information about such designee that the Company may reasonably request), the Board of Directors shall act to increase the size of the Board of Directors and to appoint such each such designee to the Board of Directors; provided that, if the appointment of any such designee would cause the Board of Directors to be comprised of less than a majority of Independent Directors (as defined in the Shareholders Agreement), then such designee shall be an Independent Director.

(i) Surrender of Certificates . On or before the Redemption Date, each holder of Preference Shares shall surrender the certificate or certificates representing such Preference Shares to the Company, in the manner and place designated in the Redemption Notice, accompanied by duly executed instruments of transfer relating thereto, or, in the event the certificate or certificates are lost, stolen or missing, shall deliver an indemnity, in the manner and place designated in the Redemption Notice. Each surrendered certificate shall be canceled and retired and the Company; provided , that if less than all the Preference Shares represented by a surrendered certificate are redeemed, then a new share certificate representing the unredeemed Preference Shares shall be issued in the name of the applicable holder of record of the canceled share certificate.

(j) Procedures for Cashless Redemption . In the event of any Cashless Redemption, upon the surrender of such certificate(s) and accompanying materials, the Company shall as promptly as practicable (but in any event within ten (10) days thereafter) cause the transfer agent for the Common Shares to deliver to the relevant holder a certificate or make a book entry notation in such holder’s name (or the name of such holder’s designee as stated in the written election) for the number of Common Shares to which such holder shall be entitled upon a Cashless Redemption of the applicable Preference Shares.

(k) Rights Subsequent to Redemption . If on the Redemption Date, the Redemption Price or Liquidation Price, as applicable, is paid (or tendered for payment) for any of the Preference Shares to be redeemed on such Redemption Date, regardless of whether

certificate(s) and accompanying materials have been surrendered pursuant to Section 6(i) , then on such date all rights of the holder in the Preference Shares so redeemed and paid or tendered, including any rights to dividends on such Preference Shares, shall cease, and such Preference Shares shall no longer be deemed issued and outstanding. Any redemption of Preference Shares under this Section 6 shall not be taken as reducing the amount of the Company’s authorized share capital.

Section 7. Conversion .

(a) Automatic Conversion . If (i) (x) the daily volume weighted average price per Common Share as reported on the Nasdaq Stock Market (or any national securities exchange on which the Common Shares are then listed) for the trading days during a period of 30 consecutive days ( provided that such volume weighted average price shall exclude the effects of any purchase or sale of Common Shares by the Company, CMIG International or their respective Affiliates and any number of Common Shares which the Chief Executive Officer, Chief Financial Officer, General Counsel or any Independent Director of the Company has actual knowledge was purchased or sold by a direct shareholder of CMIG International or China Minsheng Investment Co., Ltd. during such period aggregating to more than 1% of the then-outstanding Common Shares, plus (y) the aggregate per share amounts of all dividends and distributions paid on the Common Shares since the Issue Date (other than dividends or distributions payable in the form of Common Shares), in each case, subject to adjustment as applicable for any subdivision (by any share split, recapitalization or otherwise) or combination (by combination, reverse share split or otherwise) or dividend or distribution in the form of Common Shares, equals or exceeds an amount equal to 1.40 multiplied by the Conversion Price and (ii) on the last day of such period, the Conversion Shares represent 25% or less of the Public Float (the occurrence of clause (i) and (ii), the “ Mandatory Conversion Event ”), then, in accordance with and subject to Section 7(c) , each outstanding Preference Share shall convert into that number of Common Shares as is determined by dividing (x) the Issue Price by (y) the applicable Conversion Price then in effect (such ratio, the “ Conversion Ratio ”), and such holder shall be entitled to receive a sum in cash equal to any accrued and unpaid cash dividends as of the date of such Mandatory Conversion Event. Notwithstanding the foregoing, if any proposed Qualified Sale Transaction (as such term is defined in the Shareholders Agreement) has been approved by a majority of the Independent Directors on the Board of Directors in accordance with Section 4(a) of the Shareholders Agreement, then no Mandatory Conversion Event shall occur during the period beginning from the date of such approval and ending on the date of consummation of such Qualified Sale Transaction or, if earlier, the date that the definitive agreement relating to such Qualified Sale Transaction is terminated, and the 30 consecutive day period calculated pursuant to Section 7(a)(i)(x) shall not include any day within that period, but shall be tolled during the pendency of that period.

(b) Optional Conversion . At the option of any holder of Preference Shares, such holder may elect, by notice to the Company from time to time prior to the occurrence of any Mandatory Conversion Event (such notice, a “ Conversion Election Notice ”), to cause the Company to convert any or all of such holder’s Preference Shares into that number of Common Shares as is determined by multiplying the number of Preference Shares subject to such conversion by the Conversion Ratio then in effect on the date of the Conversion Election Notice, and such holder shall be entitled to receive a sum in cash equal to any accrued and unpaid cash dividends

as of the date of the Optional Conversion Event. The Conversion Election Notice shall specify the number of Preference Shares held by such holder that shall be converted, which shall be no fewer than 1,000 Preference Shares or all of such holder’s Preference Shares if less.

(c) Procedures for Mandatory Conversion . Within five (5) Business Days after the Mandatory Conversion Event, the Company shall send each holder of Preference Shares written notice of such event (the “ Mandatory Conversion Notice ”), which shall include a reasonably detailed explanation of the Company’s calculation of the number of Conversion Shares issuable pursuant thereto. Within five (5) Business Days after receipt of the Mandatory Conversion Notice, any holder may send written notice to the Company of its objection to any of the Company’s calculations (an “ Objection Notice ”), and the Company and the holders of the Preference Shares shall work together in good faith to resolve such dispute within five (5) Business Days. If such dispute has not been resolved by the parties within such five (5) Business Days, the parties shall appoint an independent accounting firm mutually agreed by them to make a determination, which shall be conclusive and binding absent manifest or mathematical error. No later than ten (10) Business Days after the date of the Mandatory Conversion Notice or, if any holder has delivered an Objection Notice, five (5) Business Days after such dispute has been resolved in accordance with the foregoing provisions (unless, after delivery of an Objection Notice the parties or such independent accounting firm have determined that a Mandatory Conversion Event has not occurred), each holder shall surrender to the Company the certificate or certificates representing the Preference Shares held by such holder accompanied by duly executed instrument of transfer relating thereto or, in the event the certificate or certificates are lost, stolen or missing, accompanied by an indemnity executed by the holder. Upon the surrender of such certificate(s) and accompanying materials, the Company shall as promptly as practicable (but in any event within ten (10) days thereafter) cause the transfer agent for the Common Shares to deliver to the relevant holder a certificate or make a book entry notation in such holder’s name (or the name of such holder’s designee as stated in the written election) for the number of Common Shares to which such holder shall be entitled upon conversion of the applicable Preference Shares. Notwithstanding anything in this Certificate of Designation to the contrary, if the Company delivers a Mandatory Conversion Notice pursuant to this Section 7(c) , each holder shall be entitled to first exercise its conversion right pursuant to Section 7(b) , or at its option, its redemption right pursuant to Section 6 before any such conversion by the Company.

(d) Procedures for Optional Conversion . Within five (5) Business Days after a holder of Preference Shares delivers to the Company a Conversion Election Notice, the Company shall send such holder a reasonably detailed explanation of the Company’s calculation of the number of Conversion Shares issuable pursuant thereto. Within five (5) Business Days after receipt of the Company’s calculation, such holder may send an Objection Notice, and the Company and such holder shall work together in good faith to resolve such dispute within five (5) Business Days. If such dispute has not been resolved by the parties within such five (5) Business Days, the parties shall appoint an independent accounting firm mutually agreed by them to make a determination, which shall be conclusive and binding absent manifest or mathematical error. No later than ten (10) Business Days after the date of the Conversion Election Notice or, if such holder has delivered an Objection Notice, five (5) Business Days after such dispute has been resolved in accordance with the foregoing provisions, each holder shall surrender to the Company, in the manner and place designated by the Company, the certificate or certificates representing the

Preference Shares held by such holder subject to such conversion accompanied by duly executed instrument of transfer relating thereto or, in the event the certificate or certificates are lost, stolen or missing, accompanied by an indemnity executed by the holder; provided , that if less than all the Preference Shares represented by a surrendered certificate are to be converted, then a new share certificate representing the remaining Preference Shares shall be issued in the name of the applicable holder of record of the canceled share certificate. Upon the surrender of such certificate(s) and accompanying materials, the Company shall as promptly as practicable (but in any event within ten (10) days thereafter) cause the transfer agent for the Common Shares to deliver to the relevant holder a certificate or make a book entry notation in such holder’s name (or the name of such holder’s designee as stated in the written election) for the number of Common Shares to which such holder shall be entitled upon conversion of the applicable Preference Shares.

(e) Rights Subsequent to Conversion . All Preference Shares converted as provided in this Section 7 , regardless of whether certificate(s) and accompanying materials have been surrendered pursuant to Section 7(c) or Section 7(d) , shall no longer be deemed outstanding as of the effective time of the applicable conversion and all rights with respect to such Preference Shares shall immediately cease and terminate as of such time (including, without limitation, any right of redemption pursuant to Section 6 ), other than the right of the holder to receive Common Shares and payment in lieu of any fraction of a Common Share in exchange therefor.

(f) Limit on Conversion .

(i) Notwithstanding anything contained herein to the contrary, the Company shall not effect any Cashless Redemption pursuant to Section 6 or any conversion pursuant to this Section 7 with respect to any holder of Preference Shares to the extent that, after giving effect to such conversion, such holder (together with such holder’s affiliates and any other Person acting as a group together with such holder or any of such holder’s affiliates), would beneficially own in excess of 19.99% of the outstanding Common Shares, unless the Company obtains such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any national securities exchange on which the Common Shares are then listed) from the shareholders of the Company with respect to the issuance of Common Shares resulting in the beneficial ownership by such holder (and such holder’s affiliates and any other Persons acting as a group together with such holder or any of such holder’s affiliates) of in excess of 19.99% of the outstanding Common Shares. For purposes of the foregoing sentence, the number of Common Shares beneficially owned by such holder and its affiliates shall include the number of Conversion Shares represented by such holder’s and its affiliates’ Preference Shares, but shall exclude the number of Common Shares that would be issuable upon exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company or its Subsidiaries that would entitle the holder thereof to acquire at any time Common Shares) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by such holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 7(f) , beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. In addition, for purposes of this Section 7(f) , “group” has the meaning set forth in Section 13(d) of the Exchange Act and the rules and regulations promulgated

thereunder. Any determination of whether the limitation contained in this Section 7(f)(i) applies shall be in the sole discretion of the Company.

(ii) In addition, notwithstanding anything contained herein to the contrary, the Company shall not effect any Cashless Redemption pursuant to Section 6 or any conversion pursuant to this Section 7 with respect to any holder of Preference Shares to the extent that such conversion and the resulting issuance of Common Shares requires any regulatory approval or regulatory filing under applicable insurance laws, unless such holder obtains such approval or makes such regulatory filing prior to any such conversion and issuance. Any determination of whether the limitation contained in this Section 7(f)(ii) applies shall be in the sole discretion of the Company.

(g) No Charge or Payment . The issuance of certificates for Common Shares upon conversion of Preference Shares pursuant to Section 7 shall be made without payment of additional consideration by, or other charge to, the holder in respect thereof.

(h) No Conversion after Redemption . From and after the occurrence of any Redemption Event with respect to any Preference Shares pursuant to Section 6 , the conversion rights described herein of the Preference Shares designated for redemption shall cease and be of no further force or effect, unless the Redemption Price or Liquidation Price, as applicable, is not fully paid on such redemption date, in which case the conversion rights for such Preference Shares shall continue until such price is paid in full.

(i) Adjustment to Conversion Price and Number of Conversion Shares . In order to prevent dilution of the conversion rights granted under this Section 7 , the Conversion Price and the number of Conversion Shares issuable on conversion of the Preference Shares shall be subject to adjustment from time to time as provided in this Section 7(i) .

(i) If the Company shall, at any time or from time to time after the Issue Date, (A) pay a dividend or make any other distribution upon the Common Shares or other Junior Shares payable in Common Shares, other Junior Shares or any other equity or equity equivalent securities of the Company or (B) subdivide (by any share split, recapitalization or otherwise) its outstanding Common Shares into a greater number of shares, then the Conversion Price in effect immediately prior to any such dividend, distribution or subdivision shall be proportionately reduced and the number of Conversion Shares issuable upon conversion of the Preference Shares shall be proportionately increased. If the Company at any time combines (by combination, reverse share split or otherwise) its outstanding Common Shares into a smaller number of shares, then the Conversion Price in effect immediately prior to such combination shall be proportionately increased and the number of Conversion Shares issuable upon conversion of the Preference Shares shall be proportionately decreased. Any adjustment under this Section 7(i) shall be calculated in good faith by the Company and become effective at the close of business on the date the dividend, subdivision or combination becomes effective. The Company may in its sole discretion, but shall not be required to, make such decreases in the Conversion Price, in addition to those required by this Section 7(i) , as the Company considers to be advisable in order to avoid or diminish any income tax to any holders any other class of shares of the Company resulting from any dividend or distribution of shares or issuance of rights or warrants to purchase or subscribe for shares or from any event treated as such for income tax purposes or for any other reason.

(ii) In the event of any (A) capital reorganization of the Company, (B) reclassification of the shares of the Company (other than a change in par value or as a result of a share dividend or subdivision, split-up or combination of shares), (C) consolidation, amalgamation or merger of the Company with or into another Person, (D) sale of all or substantially all of the Company’s consolidated assets to another Person or (E) other similar transaction (other than any such transaction covered by this Section 7(i) ) (each, a “ Fundamental Transaction ”), in each case which entitles the holders of Common Shares to receive (either directly or upon subsequent liquidation) shares, securities or assets with respect to or in exchange for Common Shares, then each Preference Share shall, immediately after such Fundamental Transaction, be exercisable for the kind and number of shares or other securities or assets of the Company or of the successor Person resulting from such Fundamental Transaction to which such Preference Share would have been entitled upon such Fundamental Transaction if the Preference Share had been converted in full immediately prior to the time of such Fundamental Transaction and acquired the applicable number of Conversion Shares then issuable hereunder as a result of such conversion; and, in such case, appropriate adjustment shall be made with respect to such holder’s rights under this Certificate of Designation to insure that the ranking and senior nature of the securities and the provisions of this Section 7 shall thereafter be applicable, as nearly as possible, to the Preference Shares in relation to any shares, securities or assets thereafter acquirable upon conversion of Preference Shares hereunder (including, in the case of any Fundamental Transaction in which the successor or purchasing Person is other than the Company, an immediate adjustment in the Conversion Price to the value per share for the Common Shares reflected by the terms of such Fundamental Transaction, and a corresponding immediate adjustment to the number of Conversion Shares acquirable upon conversion of the Preference Shares without regard to any limitations or restrictions on conversion, if the value so reflected is less than the Conversion Price in effect immediately prior to such Fundamental Transaction). The provisions of this Section 7(k) shall similarly apply to successive Fundamental Transactions. The Company shall not effect any such Fundamental Transaction unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such reorganization, reclassification, consolidation, amalgamation, merger, sale or similar transaction, shall assume, by written instrument substantially similar in form and substance to this Certificate of Designation, the obligation to deliver to the holders of Preference Shares such shares, securities or assets which, in accordance with the foregoing provisions, such holders shall be entitled to receive upon conversion of the Preference Shares.

(j) Notice of Adjustment . As promptly as reasonably practicable following any adjustment of the Conversion Price, but in any event not later than thirty (30) days thereafter, the Company shall furnish to each holder of record of Preference Shares at the address specified for such holder in the books and records of the Company (or at such other address as may be provided to the Company in writing by such holder) a certificate of an executive officer setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation thereof.

(k) Other Notices . In the event: (i) that the Company shall take a record of the holders of its Common Shares (or other shares or securities at the time issuable upon conversion of the Preference Shares) for the purpose of entitling or enabling them to receive any dividend or other distribution upon the Common Shares payable in Common Shares, other Junior Shares or

any other equity or equity equivalent securities of the Company, to vote at a meeting (or by written consent) or to receive any right to subscribe for or purchase any shares of any class or any other securities or (ii) of any Fundamental Transaction, the Company shall send or cause to be sent to each holder of record of Preference Shares in the books and records of the Company (or at such other address as may be provided to the Company in writing by such holder) at least thirty (30) days prior to the applicable record date or the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record date for such dividend, distribution, meeting or consent or other right or action, and a description of such dividend, distribution or right or action to be taken at such meeting or by written consent or (B) the effective date on which such Fundamental Transaction is proposed to take place, and the date, if any is to be fixed, as of which the books of the Company shall close or a record shall be taken with respect to which the holders of record of Common Shares (or such other capital stock or securities at the time issuable upon conversion of the Preference Shares) shall be entitled to exchange their Common Shares (or such other capital stock or securities) for securities or other property deliverable upon such Fundamental Transaction, and the amount per share and character of such exchange applicable to the Preference Shares and the Conversion Shares.

Section 8. Voting Rights .

(a) General . Each Preference Share shall have voting power equal to the number of Common Shares into which it is then convertible pursuant to Section 7 as of the record date of such vote or written consent or, if there is no specified record date, as of the date of such vote or written consent, and, except as otherwise provided herein or required by law, the Preference Shares and Common Shares shall vote together as a single class with respect to any and all matters presented to the shareholders of the Company for their action or consideration (whether at a meeting of shareholders of the Company, by written resolutions of shareholders of the Company in lieu of a meeting, or otherwise).

(b) Voting on Variations of Rights . Notwithstanding the Bye-Laws, without the prior affirmative vote or written consent of the holders of at least a majority of the outstanding Preference Shares voting separately as a single class with one vote per Preference Share, the Company shall not (i) amend, alter or repeal the Memorandum of Association or Bye-Laws or any organizational documents of any Subsidiary of the Company, (ii) enter into any transaction with any related person (within the meaning of Item 404 of Regulation S-K), other than any such transaction contemplated by this Certificate of Designation, the Subscription Agreements or the Shareholders Agreement or any such transaction that is approved in accordance with the Company’s Related Person Transactions Policy or (iii) amend, alter or repeal the Company’s Related Person Transactions Policy, in each case, in a manner that would adversely affect the rights, preferences and powers of the holders of Preference Shares or Conversion Shares (it being understood that (x) any amendment, alteration or repeal of the Memorandum of Association or Bye-Laws of the Company in order to effect the provisions of this Certificate of Designation or (y) any amendment or alteration of the Company’s Related Person Transactions Policy in order to reflect the provisions of Item 404 of Regulation S-K as it may be amended by the Commission after the Issue Date shall not be deemed to adversely affect the rights, preference and powers of the holders of Preference Shares or Conversion Shares).

(c) Termination of Voting Rights . This Section 8 will not apply if, at or prior to the record date of such vote or written consent, all outstanding Preference Shares shall have been redeemed in accordance with Section 6 or converted into Common Shares in accordance with Section 7 .

Section 9. Amendments or Modifications; Waiver .

(a) To the extent permitted by applicable law, the Board of Directors may modify the terms of this Certificate of Designation without the consent of any holder of Preference Shares for any of the following purposes:

(i) to evidence the succession of another person to the Company’s obligations;

(ii) to add to the covenants for the benefit of the holders of the Preference Shares or to surrender any of the Company’s rights or powers under the Preference Shares;

(iii) to cure any ambiguity to correct or supplement any provisions that may be inconsistent; provided that such action shall not adversely affect the interest of the holders of the Preference Shares; or

(iv) to make any other provision with respect to such matters or questions arising under this Certificate of Designation which the Company may deem desirable and which shall not adversely affect the interests of the holders of the Preference Shares, including with respect to the matters set forth in Section 2(z) .

(b) Except as provided in Section 9(c) , this Certificate of Designation may be amended, modified or supplemented, and noncompliance in any particular instance with any provision of this Certificate of Designation or the Preference Shares may be waived, in each case with the affirmative vote or written consent of the holders of at least a majority of the Preference Shares then outstanding, including any modification occurring in connection with any merger, amalgamation or consolidation of the Company or otherwise.

(c) The Board of Directors may, subject to the prior written consent or the affirmative vote of the holders of at least a majority of the Preference Shares, amend the terms of this Certificate of Designation or the rights, powers, preferences and privileges of the holders of the Preference Shares; provided , that no such amendment shall, without the consent of the holder of each outstanding Preference Share affected by the amendment:

(i) change any Quarterly Dividend Date;

(ii) reduce the rate of dividends payable pursuant to Section 4(b) ;

(iii) reduce the Redemption Price or Liquidation Price;

(iv) increase the Conversion Price or the Issue Price;

(v) change the place or currency of payment, which shall be in U.S. Dollars;

(vi) change the percentage of the Preference Shares whose holders must approve any amendment or modification; or

(vii) impair the right to institute suit for the enforcement of this Certificate of Designation.

Section 10. Reservation of Shares; Status of Shares; Fractional Shares .

(a) Reservation of Shares . The Company shall at all times when any Preference Shares are outstanding (i) reserve and keep available out of its authorized but unissued shares, solely for the purpose of issuance upon the conversion of the Preference Shares, such number of Common Shares that may be issuable from time to time upon the redemption of all outstanding Preference Shares pursuant to Section 6 or the conversion of all outstanding Preference Shares pursuant to Section 7 and (ii) authorize for issuance and take all actions necessary to cause the issuance of any such Common Shares issuable pursuant to Section 6 or Section 7 . The Company shall take all such actions (including but not limited to receiving any permissions or declarations of no objection from the Bermuda Monetary Authority) as may be necessary to assure that all such Common Shares may be so issued without violation of any applicable law or governmental regulation or any requirements of any domestic securities exchange upon which Common Shares may be listed (except for official notice of issuance which shall be immediately delivered by the Company upon each such issuance).

(b) Status of Shares . All Common Shares issued hereunder by the Company shall be duly and validly issued, fully paid and nonassessable, free and clear of all taxes, liens, charges and encumbrances with respect to the issuance thereof (other than those arising under state or federal securities laws).

(c) Fractional Shares . No fractional Common Shares will be issued hereunder. In lieu of any fractional shares that would otherwise be issuable, the Company shall pay the holder an amount of cash equal to the product of such fraction multiplied by the closing price of one Common Share as reported on the principal securities exchange for the Common Shares on the date of the applicable Cashless Redemption, Mandatory Conversion Event or Optional Conversion Event, as applicable.

Section 11. Preemptive and Other Rights .

(a) Except as set forth in this Section 11 , holders of the Preference Shares shall not have any rights of preemption whatsoever as to any securities of the Company, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

(b) If the Company proposes to issue and sell any Senior Shares or Parity Shares, in each case that are convertible into Common Shares, then the Company shall, by notice to each holder of Preference Shares, offer to sell to such holder (such offer, an “ Offer to Sell ”), on the same terms and conditions, such Senior Shares or Parity Shares on a pro rata basis in proportion to the percentage of Preference Shares held by such holder. The Offer to Sell shall include: (i) the date of the anticipated sale, which date shall be at least ten (10) Business Days after

the Offer to Sell (the “ Sale Date ”), (ii) the terms of such Senior Shares or Parity Shares, (iii) the number or amount of such Senior Shares or Parity Shares being offered to such holder and (iv) the price per Senior Share or Parity Share (the “ Sale Price ”). In order to accept the Offer to Sell, such holder shall notify the Company no later than 5:00 p.m. (New York City time) on the date that is nine (9) Business Days after the date of the Offer to Sell (the “ Offer Acceptance Notice ”). A failure by such holder to accept the Offer to Sell within the specified time period or to pay the Sale Price to the Company in immediately available funds on the Sale Date shall in either case be deemed to constitute a rejection of such offer by such holder, and the Company may thereafter complete the issuance and sale of such Senior Shares or Parity Shares on the terms specified in the Offer to Sell without the participation of such holder. If so indicated in its Offer Acceptance Notice, any accepting holder shall be entitled to purchase, on a pro rata basis with each other accepting holder of Preference Shares that so indicated, Senior Shares or Parity Shares subject to a rejected Offer to Sell.

(c) Issuances of Senior Shares or Parity Shares . From and after the Issue Date and other than the Preference Shares, the Company will not, without the prior written consent of the holders of a majority of the Preference Shares, issue any Senior Shares or Parity Shares if the aggregate gross proceeds of which (together with all other such Senior Shares and Parity Shares) equal or exceed $100 million.

(d) Certain Other Rights and Protections . In addition to the rights granted to the Preference Shares and the holders thereof pursuant to this Certificate of Designation, the Preference Shares shall be entitled to the benefits of any rights attaching to the Common Shares generally, including, without limitation, the right to participate in any rights offerings.

Section 12. Miscellaneous .

(a) Withholding Taxes . In the event that the Company or its agent determines that they are obligated to withhold or deduct any tax or other governmental charge under any applicable law on behalf of a holder of Preference Shares, notwithstanding anything else to the contrary herein, the Company or its agent shall be entitled, but not obligated, to deduct and withhold such amount by withholding any property (including, without limitation, Common Shares or cash) that would otherwise be delivered to or is owned by such holder, in each case in such amounts as is required to meet the withholding obligations, and shall also be entitled, but not obligated, to sell all or a portion of such withheld property by public or private sale in such amounts and in such manner as they deem necessary and practicable to pay such taxes and charges. Any amount or property withheld in accordance with this section shall be treated for all purposes of this Certificate of Designation as having been paid to the holder in respect of which such deduction and withholding was made.

(b) Limitations on Transfer and Ownership . The holders of Preference Shares shall be subject to the limitations on transfer and ownership contained in the Subscription Agreements and the Bye-laws.

(i) Within ten (10) days following the filing by the Company of any Form 10-Q or Form 10-K with the Commission, the Company shall deliver to each holder of Preference Shares its then-current calculation of the Conversion Price and the Redemption Price.

(ii) At the request of any holder of Preference Shares (which each holder may make up to four times per calendar year), the Company shall, within five (5) days of receipt of any such request, provide such holder with the calculation most recently delivered pursuant to Section 12(c)(i) .

(iii) In the event the Common Shares are delisted from a securities exchange on which the Common Shares were then listed and the Company has not listed or applied to list the Common Shares on any other securities exchange and is not otherwise voluntarily making filings with the SEC that would otherwise be required by Section 13(a) or 15(d) under the Exchange Act as if it were subject thereto, and for so long as the Common Shares are not then listed on a securities exchange, then the Company shall provide to each holder of Preference Shares:

(A) Within 60 days (or, with respect to the first three fiscal quarters after which the Company has elected (an “ Accounting Principles Election ”) to prepare and deliver financial statements in conformity with International Financial Reporting Standards (“ IFRS ”) or generally accepted accounting principles in the United Kingdom (“ UK GAAP ”), within 75 days) after the end of the first three fiscal quarters of each fiscal year (beginning with the first fiscal quarter ending after such event), an unaudited consolidated balance sheet of the Company and its Subsidiaries as of the close of such fiscal quarter and unaudited consolidated statements of income, retained earnings and cash flows, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the corresponding period in the preceding fiscal year and prepared by the Company in accordance with generally accepted accounting principles in the United States (or, following an Accounting Principles Election, IFRS or UK GAAP);

(B) Within 120 days (or, with respect to the first fiscal year with respect to which an Accounting Principles Election is made, within 150 days) after the end of each fiscal year (beginning with the first fiscal year ending after such event), an audited consolidated balance sheet of the Company and its Subsidiaries as of the close of such fiscal year and audited consolidated statements of income, retained earnings and cash flows, including the notes thereto, all in reasonable detail setting forth in comparative form the corresponding figures as of the end of and for the preceding fiscal year and prepared by the Company in accordance with generally accepted accounting principles in the United States (or, following an Accounting Principles Election, IFRS or UK GAAP); such annual financial statements shall be audited by an independent certified public accounting firm of recognized national standing, and accompanied by a report and opinion thereon by such certified public accountants prepared in accordance with generally accepted auditing standards that is not subject to any “going concern” or similar qualification or exception or any qualification as to the scope of such audit;

(C) Within ten (10) days following delivery to the members of the Board of Directors (or any committee thereof), any materials provided to the members of the Board of Directors (or any committee thereof); and

(D) If a holder of Preference Shares requests in writing information about the Company or its subsidiaries in order to comply with disclosure requirements under laws and regulations applicable to such holder (excluding any information with respect to taxes, which information rights shall be governed by the terms of the Subscription Agreement), the Company shall use its commercially reasonable efforts to provide such additional information to such holder as soon as practicable after such written request has been received;

; provided that the Company need not provide any such financial statements, materials or other information to any Person that is engages in the insurance, reinsurance and insurance services business, or any Affiliate of the foregoing.

(d) Other Rights .

(i) The Preference Shares shall not have any voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions other than as set forth in this Certificate of Designation, the Memorandum of Association, the Bye-laws, the Subscription Agreements or applicable law. For the avoidance of doubt, the Preference Shares shall not in any way give rise to any rights of set-off, recoupments or counterclaims against any claims and obligations of the Company to any Person in whose names the Preference Shares of such series are registered or any creditor of the Company.

(ii) Unless prohibited by Bermuda law, the Board of Directors shall evaluate in good faith the impact of each action taken by them with respect to any outstanding class of securities of the Company or the rights of the holders thereof, or any action taken by them with respect the holders of any outstanding class of securities of the Company, in each case on the holders of each class of securities of the Company before taking any such action.

(e) Anti-Avoidance . The Company shall not, without the prior written consent of Holders of a majority of the Preference Shares, take any voluntary action, by amendment to this Certificate of Designation or Bye-Laws or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, that would prohibit the Company from performing or that would conflict with the performance of any of the terms to be observed or performed hereunder by the Company, including with respect to Section 4 , Section 5 , Section 6 and Section 7 , but will at all times in good faith perform all of its obligations under this Certificate of Designation.

(f) Record Holders . To the fullest extent permitted by applicable law, the Company may deem and treat the record holder of any Preference Shares as the true beneficial owner thereof for all purposes, and the Company shall not be affected by any notice to the contrary.

(g) Calculation in Respect of Preference Shares . The Company will be responsible for making all calculations called for in respect of the Preference Shares, including, but not limited to, the determination of the Redemption Price and Liquidation Price and the dividends payable on the Preference Shares. Any calculations made in good faith and without mathematical or manifest error will be final and binding on holders of the Preference Shares. All calculations made pursuant to this Certificate of Designation shall be made pursuant to the nearest cent. At the request of any holder of Preference Shares, the Company shall provide the basis of

any such calculation prepared in respect of the Preference Shares and at the request of the holders of a majority of the Preference Shares, the Company shall have any such calculation reviewed by the Company’s accounting firm.

(h) Severability . In the event any provision of this Certificate of Designation shall be invalid, unenforceable or illegal, then, to the fullest extent permitted by applicable law, the validity, enforceability and legality of the remaining provisions shall not in any way be affected or impaired thereby.

(i) Dispute Resolution . NOTWITHSTANDING THE PLACE WHERE THIS CERTIFICATE OF DESIGNATION MAY BE EXECUTED OR DELIVERED, THE COMPANY AND EACH HOLDER OF PREFERENCE SHARES EXPRESSLY AGREE THAT THIS CERTIFICATE OF DESIGNATION AND THE PREFERENCE SHARES SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. Any and all suits, legal actions or proceedings arising out of this Certificate of Designation, the Preference Shares or the transactions contemplated hereby shall be brought in the courts of the State of New York or the United States District Court for the Southern District of New York and the Company and each holder hereby submit to and accept the exclusive jurisdiction of such courts for the purpose of such suits, legal actions or proceedings. In any such suit, legal action or proceeding, the Company and each holder waive personal service of any summons, complaint or other process and agree that service thereof may be made by certified or registered mail directed to it pursuant to Section 12(k) . To the fullest extent permitted by law, the Company and each holder hereby irrevocably waive any objection which it may now or hereafter have to the laying of venue or any such suit, legal action or proceeding in any such court and hereby further waive any claim that any such suit, legal action or proceeding brought in any such court has been brought in an inconvenient forum. THE COMPANY AND EACH HOLDER (ON BEHALF OF ITSELF AND ITS SUBSIDIARIES) HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS CERTIFICATE OF DESIGNATION, THE PREFERENCE SHARES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(j) Specific Performance . The parties agree that irreparable damage is likely to occur and that the parties will not have an adequate remedy at law in the event that any of the provisions of this Certificate of Designation is not performed in accordance with its specific term or is otherwise breached or threatened to be breached. It is accordingly agreed that the parties shall be entitled to injunctive relief, including, but not limited to, a temporary restraining order, preliminary injunction or permanent injunction, to prevent any breach or threatened breach of any payment obligation pursuant to this Certificate of Designation or to enforce specifically the terms and provisions of any payment obligation arising under this Certificate of Designation, this being in addition and without prejudice to any other remedy to which they are entitled at law or in equity. Each party in advance agrees to waive any requirement for the securing of such remedy, including but not limited to the posting of a bond.

(k) Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile (followed by reputable overnight courier service), e-mail (followed by reputable overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the other parties as follows:

(i) if to a holder of Preference Shares, to the address of such holder set forth in the Register of Members of the Company.

(ii) if to the Company, to:

c/o Sirius International Insurance Group, Ltd.

14 Wesley Street, 5th Floor

Hamilton HM11 Bermuda

Attention: Gene Boxer

E-mail: Gene.Boxer@siriusgroup.com

or to such other address(es) as shall be furnished in writing by any such party to the other party hereto in accordance with the provisions of this Section 12(k) .

(l) Legend . Certificates representing the Preference Shares, the Redemption Shares and the Conversion Shares shall initially contain the following legends: “THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.

THE SECURITIES ARE SUBJECT TO AND HAVE NOT RECEIVED APPROVAL FROM EITHER THE BERMUDA MONETARY AUTHORITY OR THE REGISTRAR OF COMPANIES IN BERMUDA AND NO STATEMENT TO THE CONTRARY, EXPLICIT OR IMPLICIT IS AUTHORISED TO BE MADE IN THIS REGARD. THE SECURITIES MAY BE OFFERED OR SOLD IN BERMUDA ONLY IN COMPLIANCE WITH THE PROVISIONS OF THE INVESTMENT BUSINESS ACT 2003 OF BERMUDA AND THE EXCHANGE CONTROL ACT 1972 OF BERMUDA AND REGULATIONS THEREUNDER. IN ADDITION TO THE FOREGOING, NON-BERMUDIAN PERSONS MAY NOT CARRY ON OR ENGAGE IN ANY TRADE OR BUSINESS IN BERMUDA UNLESS SUCH PERSONS ARE AUTHORIZED TO DO SO UNDER APPLICABLE BERMUDA LEGISLATION. ENGAGING

IN THE ACTIVITY OF DISTRIBUTING OR MARKETING THIS DOCUMENT IN BERMUDA TO PERSONS IN BERMUDA MAY BE DEEMED TO BE CARRYING ON BUSINESS IN BERMUDA.”

(m) Certification . The Preference Shares and the Conversion Shares may be issued in certificated form or in book-entry form. To the extent that any Preference Shares or Conversion Shares are issued in book-entry form, references herein to “certificates” shall instead refer to the book-entry notation relating to such shares, and references herein to any delivery of such certificates shall be disregarded.

* * *

IN WITNESS WHEREOF , Sirius International Insurance Group, Ltd., a Bermuda exempted company, has caused this Certificate of Designation to be signed by Allan L. Waters, its Chief Executive Officer, and attested by Conyers Corporate Services (Bermuda) Limited, its Assistant Secretary, this 5th day of November, 2018.

		By:	/s/ Allan L. Waters

Attested:

By:	/s/ Shayne Reynolds

Assistant Secretary

For and on Behalf of
Conyers Corporate Services (Bermuda) Limited

Exhibit 3.3

NEITHER THIS WARRANT, NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT (COLLECTIVELY, THE “SECURITIES”), HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, PURSUANT TO REGISTRATION OR QUALIFICATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES OR BLUE SKY LAWS.

SIRIUS INTERNATIONAL INSURANCE GROUP, LTD.

WARRANT

Warrant No. 2018-[ · ]

Date of Issuance: November 5, 2018

Sirius International Insurance Group, Ltd., a Bermuda exempted company (the “ Company ”), hereby certifies that, for value received, [ · ], or its registered assign (the “ Holder ”), is entitled to purchase from the Company [ · ] common shares (subject to Section 4(b) and Section 4(c) , and as adjusted from time to time as provided in Section 9 ), par value $0.01 per share (the “ Common Shares ”), of the Company, at a price per Common Share equal to $21.53, subject to adjustment from time to time pursuant to Section 9 (the “ Exercise Price ”), subject to the following terms and conditions:

1. Subscription Agreement . This Warrant is issued by the Company pursuant to that certain Subscription Agreement, dated August 29, 2018 (the “ Subscription Agreement ”), by and between the Company and the Holder and is subject to, and the Company and the Holder shall be bound by, all of the applicable terms, conditions and provisions of the Subscription Agreement.

2. Registration of Warrant . The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “ Warrant Register ”), in the name of the record Holder hereof from time to time. The Company may deem and treat the Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

3. Registration of Transfers . Subject to the Holder’s appropriate compliance with the restrictive legend on this Warrant, the Company shall register the transfer of any portion of this Warrant in the Warrant Register, upon surrender of this Warrant, with the Form of Assignment

substantially in the form attached hereto as Attachment B duly completed and signed, to the Company at its address specified herein. Upon any such registration and transfer, a new Warrant to purchase Common Shares, in substantially the form of this Warrant (any such new Warrant, a “ New Warrant ”), evidencing the portion of this Warrant so transferred shall be issued to the transferee and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any, shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee thereof shall be deemed the acceptance by such transferee of all of the rights and obligations of a holder of a Warrant.

4. Exercise and Duration of Warrants .

(a) This Warrant shall be exercisable by the registered Holder at any time and from time to time after the Date of Issuance set forth above to and including the date that is five (5) years following the Date of Issuance set forth above (the “ Expiration Date ”). At 5:00 p.m., New York City time, on the Expiration Date, the portion of this Warrant not exercised prior thereto shall be and become void and of no value. The Company may not call or redeem all or any portion of this Warrant without the prior written consent of the Holder.

(b) Notwithstanding anything contained herein to the contrary, the Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, to the extent that, after giving effect to such exercise, the Holder (together with the Holder’s affiliates and any individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture, association or other similar entity, whether or not a legal entity (each, a “ Person ”) acting as a group together with the Holder or any of the Holder’s affiliates), would beneficially own in excess of 19.99% of the outstanding Common Shares, unless the Company obtains such approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any national securities exchange on which the Common Shares are then listed) from the shareholders of the Company with respect to the issuance of Common Shares resulting in the beneficial ownership by the Holder (and such Holder’s affiliates and any other Persons acting as a group together with the Holder or any of the Holder’s affiliates) of in excess of 19.99% of the outstanding Common Shares. For purposes of the foregoing sentence, the number of Common Shares beneficially owned by the Holder and its affiliates shall include the number of Common Shares issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of Common Shares that would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other securities of the Company or its subsidiaries that would entitle the holder thereof to acquire at any time Common Shares) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this Section 4(b) , beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), and the rules and regulations promulgated thereunder. In addition, for purposes of this Section 4(b) , “group” has the meaning set forth in Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. Any determination of whether the limitation contained in this Section 4(b) applies shall be in the sole discretion of the Company.

(c) In addition, n otwithstanding anything contained herein to the contrary, the Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, to the extent that such exercise and the resulting issuance of Common Shares requires any regulatory approval or regulatory filing under applicable insurance laws, unless the Holder obtains such approval or makes such regulatory filing prior to any such exercise and issuance. Any determination of whether the limitation contained in this Section 4(c) applies shall be in the sole discretion of the Company.

5. Delivery of Common Shares .

(a) To effect exercises hereunder, the Holder shall not be required to physically surrender this Warrant unless the total number of Common Shares (as adjusted from time to time as provided in Section 9 ) represented by this Warrant is being exercised. Upon delivery of an Exercise Notice substantially in the form attached hereto as Attachment A (an “ Exercise Notice ”) to the Company at its address for notice determined as set forth herein, and upon payment of the Exercise Price multiplied by the number of Common Shares that the Holder intends to purchase hereunder, the Company shall promptly (but in no event later than five (5) trading days after the Date of Exercise (as defined below)) issue and deliver, or cause its transfer agent to issue and deliver, to the Holder a certificate for the Common Shares issuable upon such exercise, or at the Holder’s option deliver such Common Shares in book entry form, registered in the name of the Holder or its designee. A “ Date of Exercise ” means the date on which the Holder shall have delivered to the Company: (i) an Exercise Notice, appropriately completed and duly signed, and (ii) payment of the Exercise Price (by certified or official bank check, intra-bank account transfer or wire transfer) for the number of Common Shares so indicated by the Holder to be purchased.

(b) If by the fifth (5 th ) trading day after a Date of Exercise the Company fails to deliver the required number of Common Shares in the manner required pursuant to Section 5(a) , the Holder will have the right to rescind such exercise.

(c) The Company’s obligations to issue and deliver Common Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Common Shares. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver Common Shares upon exercise of this Warrant as required pursuant to the terms hereof.

6. Charges, Taxes and Expenses .

(a) Issuance and delivery of certificated or uncertificated Common Shares upon exercise of this Warrant shall be made without charge to the Holder for any issue or transfer tax, transfer agent fee or other incidental tax or expense in respect of the issuance of such shares, all of which taxes and expenses shall be paid by the Company; provided , however , that the

Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the registration of any Common Shares or Warrants in a name other than that of the Holder. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Common Shares upon exercise hereof.

(b) In the event that the Company or its agent determines that they are obligated to withhold or deduct any tax or other governmental charge under any applicable law on behalf of a Holder, notwithstanding anything else to the contrary herein, the Company or its agent shall be entitled, but not obligated, to deduct and withhold such amount by withholding any property (including, without limitation, Common Shares or cash) that would otherwise be delivered to or is owned by such Holder, in each case in such amounts as is required to meet the withholding obligations, and shall also be entitled, but not obligated, to sell all or a portion of such withheld property by public or private sale in such amounts and in such manner as they deem necessary and practicable to pay such taxes and charges. Any amount or property withheld in accordance with this section shall be treated for all purposes of this Warrant as having been paid to the Holder in respect of which such deduction and withholding was made.

7. Replacement of Warrant . If this Warrant is mutilated, lost, stolen or destroyed, the Company shall issue or cause to be issued in exchange and substitution for and upon cancellation hereof, or in lieu of and substitution for this Warrant, a new warrant, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction and customary and reasonable indemnity (which shall not include a surety bond), if requested. Applicants for a new warrant under such circumstances shall also comply with such other reasonable regulations and procedures and pay such other reasonable third-party costs as the Company may prescribe. If a new warrant is requested as a result of a mutilation of this Warrant, then the Holder shall deliver this mutilated Warrant to the Company as a condition precedent to the Company’s obligation to issue the new warrant.

8. Reservation of Common Shares . The Company covenants that it will at all times reserve and keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common Shares, solely for the purpose of enabling it to issue Common Shares upon exercise of this Warrant as herein provided, the number of Common Shares that are then issuable and deliverable upon the exercise of this entire Warrant. The Company covenants and warrants that all Common Shares so issuable and deliverable shall, upon issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be validly issued, fully paid and non-assessable and free and clear of any encumbrances, preemptive rights or restrictions (other than as provided in this Warrant, the Subscription Agreement or any restrictions on transfer generally imposed under applicable securities laws).

9. Certain Adjustments and Notices .

(a) Stock Dividends and Splits . If the Company shall, at any time or from time to time after the Date of Issuance, (i) pay a dividend or make any other distribution upon the Common Shares payable in Common Shares or any other equity or equity equivalent securities of the Company or (ii) subdivide (by any share split, recapitalization or otherwise) its outstanding Common Shares into a greater number of shares, then the Exercise Price in effect immediately prior to any such dividend, distribution or subdivision shall be proportionately reduced and the number of Common Shares issuable upon exercise of this Warrant shall be proportionately

increased. If the Company at any time combines (by combination, reverse share split or otherwise) its outstanding Common Shares into a smaller number of shares, then the Exercise Price in effect immediately prior to such combination shall be proportionately increased and the number of Common Shares issuable upon exercise of this Warrant shall be proportionately decreased. Any adjustment under this Section 9(a) shall become effective at the close of business on the date the dividend, subdivision or combination becomes effective. The Company may in its sole discretion, but shall not be required to, make such decreases in the Exercise Price, in addition to those required by this Section 9 , as the Company considers to be advisable in order to avoid or diminish any income tax to any holders of shares of any class of shares of the Company resulting from any dividend or distribution of shares or issuance of rights or warrants to purchase or subscribe for shares or from any event treated as such for income tax purposes or for any other reason.

(b) Fundamental Transaction . In the event of any (i) capital reorganization of the Company, (ii) reclassification of the shares of the Company (other than a change in par value or as a result of a share dividend or subdivision, split-up or combination of shares), (iii) consolidation, amalgamation or merger of the Company with or into another Person, (iv) sale of all or substantially all of the Company’s assets to another Person or (v) other similar transaction (other than any such transaction covered by Section 9(a) ) (each, a “ Fundamental Transaction ”), in each case which entitles the holders of Common Shares to receive (either directly or upon subsequent liquidation) shares, securities or assets with respect to or in exchange for Common Shares, then each Common Share issuable pursuant to this Warrant shall, immediately after such Fundamental Transaction, be exercisable for the kind and number of shares or other securities or assets of the Company or of the successor Person resulting from such Fundamental Transaction to which the Holder would have been entitled upon such Fundamental Transaction if this Warrant had been exercised in full immediately prior to the time of such Fundamental Transaction and acquired the applicable number of Common Shares then issuable hereunder as a result of such exercise; and, in such case, appropriate adjustment shall be made with respect to Holder’s rights under this Warrant to ensure that the provisions of this Section 9 shall thereafter be applicable, as nearly as possible, to the Common Shares issuable under this Warrant in relation to any shares, securities or assets thereafter acquirable upon exercise of this Warrant and issuance of the Common Shares hereunder (including, in the case of any Fundamental Transaction in which the successor or purchasing Person is other than the Company, an immediate adjustment in the Exercise Price to the value per share for the Common Shares reflected by the terms of such Fundamental Transaction, and a corresponding immediate adjustment to the number of Common Shares acquirable upon exercise of this Warrant without regard to any limitations or restrictions on exercise, if the value so reflected is less than the Exercise Price in effect immediately prior to such Fundamental Transaction). The provisions of this Section 9(b) shall similarly apply to successive Fundamental Transactions. The Company shall not effect any such Fundamental Transaction unless, prior to the consummation thereof, the successor Person (if other than the Company) resulting from such Fundamental Transaction, shall assume, by written instrument substantially similar in form and substance to this Warrant, the obligation to deliver to the Holder such shares, securities or assets which, in accordance with the foregoing provisions, such Holders shall be entitled to receive upon exercise of this Warrant.

(c) Extraordinary Dividends . If the Company shall, at any time or from time to time after the Date of Issuance, pay a dividend or make a distribution in cash, securities or other assets

to the holders of the Common Shares on account of such Common Shares (or other shares of the Company for which the Warrant is then exercisable), other than (a) as described in Section 9(a) or (b) Common Cash Dividends (as defined below) (any such non-excluded event being referred to herein as an “ Extraordinary Dividend ”), then the Exercise Price shall be decreased, effective immediately after the payment of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board of Directors of the Company, in good faith) of any securities or other assets paid on one Common Share in respect of such Extraordinary Dividend. For purposes of this Section 9(c) , “ Common Cash Dividends ” means any cash dividend or cash distribution which, when combined on a per share basis with the per share amounts of all other cash dividends and cash distributions paid on the Common Shares (or other shares of the Company for which the Warrant is then exercisable) during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 9 and excluding cash dividends or cash distributions that resulted in an adjustment to the Exercise Price or to the number of Common Shares issuable on exercise of this Warrant) does not exceed $0.86 per Common Share (and, for the avoidance of doubt, the Extraordinary Dividend shall be the amount of such excess).

(d) Notice of Adjustment . As promptly as reasonably practicable following any adjustment pursuant to Section 9 , but in any event not later than thirty (30) days thereafter, the Company shall furnish to each Holder a certificate of an executive officer setting forth in reasonable detail such adjustment and the facts upon which it is based and certifying the calculation thereof. As promptly as reasonably practicable following the receipt by the Company of a written request by Holder, but in any event not later than 30 days thereafter, the Company shall furnish to the Holder a certificate of an executive officer certifying the Exercise Price then in effect and the number of Common Shares or the amount, if any, of other shares, securities or assets then issuable to such holder upon exercise of this Warrant.

(e) Other Notices . In the event: (i) that the Company shall take a record of the holders of its Common Shares (or other shares or securities at the time issuable upon exercise of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other distribution, to vote at a meeting (or by written consent), to receive any right to subscribe for or purchase any shares of any class or any other securities, or to receive any other security, (ii) of any Fundamental Transaction, or (iii) of the voluntary or involuntary dissolution, liquidation or winding-up of the Company, then, and in each such case, the Company shall send or cause to be sent to each Holder at least thirty (30) days prior to the applicable record date or the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record date for such dividend, distribution, meeting or consent or other right or action, and a description of such dividend, distribution or other right or action to be taken at such meeting or by written consent or (B) the effective date on which such Fundamental Transaction, dissolution, liquidation or winding-up is proposed to take place, and the date, if any is to be fixed, as of which the books of the Company shall close or a record shall be taken with respect to which the holders of record of Common Shares (or such other shares or securities at the time issuable upon exercise of this Warrant) shall be entitled to exchange their Common Shares (or such other shares or securities) for securities or other property deliverable upon such Fundamental Transaction, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Common Shares issuable upon exercise of this Warrant.

10. No Fractional Shares . No fractional Common Shares will be issued in connection with any exercise of this Warrant. In lieu of any fractional shares that would otherwise be issuable, the Company shall pay the Holder an amount of cash equal to the product of such fraction multiplied by the closing price of one Common Share as reported on the principal trading market for the Common Shares on the Date of Exercise.

11. No Impairment . The Company shall not by any action including, without limitation, amending its certificate of incorporation, any reorganization, transfer of assets, consolidation, merger, amalgamation, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but shall at all times in good faith assist in the carrying out of all such terms and in the taking of all such action, as may be necessary or appropriate to protect the rights of the Holder against impairment. Without limiting the generality of the foregoing, the Company shall take all such action as may be necessary or appropriate in order that the Company may validly issue fully paid and non-assessable Common Shares upon the exercise of this Warrant at the then Exercise Price therefor.

12. No Rights as a Shareholder; Notice to Holder . Nothing contained in this Warrant shall be construed as conferring upon the Holder the right to vote or to consent or to receive notice as a shareholder in respect of any meeting of shareholders for the election of directors of the Company or any other matter, or any rights whatsoever as a shareholder of the Company.

13. Warrant Agent . The Company shall serve as warrant agent under this Warrant. Upon thirty (30) days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which the Company or any new warrant agent may be merged or any corporation resulting from any consolidation to which the Company or any new warrant agent shall be a party or any corporation to which the Company or any new warrant agent transfers substantially all of its corporate trust or shareholders services business shall be a successor warrant agent under this Warrant without any further act. Any such successor warrant agent shall promptly cause notice of its succession as warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s last address as shown on the Warrant Register.

14. Miscellaneous .

(a) Notices . Any notice or communication required or permitted hereunder (including any Exercise Notice) shall be in writing and either delivered personally, emailed, telecopied, sent by overnight mail via a reputable overnight carrier, or sent by certified or registered mail, postage prepaid, and shall be deemed to be given and received (a) when so delivered personally, (b) upon receipt of an appropriate electronic answerback or confirmation when so delivered by telecopy (to such number specified below or another number or numbers as such person may subsequently designate by notice given hereunder), (c) when sent, with no mail undeliverable or other rejection notice, if sent by email, or (d) five (5) business days after the date of mailing to the address below or to such other address or addresses as such person may hereafter designate by notice given hereunder:

(ii) if to the Holder, to such address appearing on the Warrant Register (which shall initially be the facsimile number and email and street address set forth for the initial Holder in the Subscription Agreement);

(ii) if to the Company, to:

Sirius International Insurance Group, Ltd.

14 Wesley Street, 5th Floor

Hamilton HM11 Bermuda

Attention: Gene Boxer

Email: Gene.Boxer@siriusgroup.com

with a copy to (which shall not constitute notice to the Company):

Sidley Austin LLP

One South Dearborn Street

Chicago, Illinois 60603

Attention: Sean Keyvan
Email: skeyvan@sidley.com

or to such other address, facsimile number or email as the Company or the Holder may provide to the other in accordance with this Section 14(a) .

(b) Assignment . Subject to the restrictions on transfer described herein, the rights and obligations of the Company and the Holder shall be binding upon, and inure to the benefit of, the successors, assigns, heirs, administrators and transferees of the parties. The Company shall not have the right, directly or indirectly, to assign or transfer this Warrant without the prior written consent of the Holder, which may be withheld in the Holder’s sole discretion, unless as part of a Fundamental Transaction.

(c) No Third-Party Beneficiaries . Nothing in this Warrant shall be construed to give to any Person other than the Company and the Holder any legal or equitable right, remedy or cause of action under this Warrant.

(d) Amendments; Waiver . This Warrant may be amended only in writing signed by the Company and the Holder. Any provision of this Warrant may be waived, but only if in writing by the party against whom enforcement of any such waiver is sought. No waiver of any default with respect to any provision, condition or requirement of this Warrant shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.

(e) Governing Law . NOTWITHSTANDING THE PLACE WHERE THIS WARRANT MAY BE EXECUTED OR DELIVERED, THE COMPANY AND THE HOLDER EXPRESSLY AGREE THAT THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. Any and all suits, legal actions or proceedings arising out of this Warrant shall be brought in the courts of the State of New York or the United States District Court for the Southern District of New York and the Company and the Holder hereby submit to and accept the exclusive jurisdiction of such courts

for the purpose of such suits, legal actions or proceedings. In any such suit, legal action or proceeding, the Company and the Holder waive personal service of any summons, complaint or other process and agree that service thereof may be made by certified or registered mail directed to it pursuant to Section 14(a) . To the fullest extent permitted by law, the Company and the Holder hereby irrevocably waive any objection which it may now or hereafter have to the laying of venue or any such suit, legal action or proceeding in any such court and hereby further waive any claim that any such suit, legal action or proceeding brought in any such court has been brought in an inconvenient forum. THE COMPANY AND THE HOLDER (ON BEHALF OF ITSELF AND ITS SUBSIDIARIES) HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS WARRANT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(f) Severability . If one or more provisions of this Warrant are held to be unenforceable under applicable law in any respect, such provision shall be excluded from this Warrant and the balance of this Warrant shall be construed and interpreted as if such provision were so excluded and shall be enforceable in accordance with its remaining terms.

* * * * *

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized officer as of the date first indicated above.

	SIRIUS INTERNATIONAL INSURANCE GROUP, LTD.


	By:
	Name:
	Title:

ATTACHMENT A

EXERCISE NOTICE

To Sirius International Insurance Group, Ltd.:

The undersigned hereby irrevocably elects to purchase common shares of Sirius International Insurance Group, Ltd. pursuant to Warrant No. , originally issued on November 5, 2018 (the “ Warrant ”). The undersigned elects to utilize the following manner of exercise:

Full Exercise of Warrant

Partial Exercise of Warrant (in the amount of Shares)

Exercise Price: $

Manner of Exercise:

Certified or Official Bank Check

Intra-Bank Account Transfer

Wire Transfer

[Please issue a new warrant for the unexercised portion of the attached Warrant in the name of the [undersigned]/[the undersigned’s nominee as is specified below].]

Date:

Full Name of Holder*:

Signature of Holder / Authorized Representative:

Name and Title of Authorized Representative†:

Additional Signature of Holder (if jointly held):

Social Security or Tax Identification Number:

Address of Holder:



Full Name of Nominee of Holder†:

Address of Nominee of Holder†:

* Must conform in all respects to name of holder as specified on the face of the Warrant.

† If applicable.

Attachment A - 1

ATTACHMENT B

FORM OF ASSIGNMENT

[ To be completed and signed only upon transfer of Warrant ]

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the right represented by the attached Warrant to purchase Common Shares of Sirius International Insurance Group, Ltd. (the “ Company ”), to which the Warrant relates and appoints as attorney to transfer said right on the books of the Company with full power of substitution in the premises.

Date:

Full Name of Holder*:

Signature of Holder / Authorized Representative:

Name and Title of Authorized Representative†:

Additional Signature of Holder (if jointly held):

Address of Holder:



Full Name of Transferee:

Address of Transferee:



In the Presence of:

* Must conform in all respects to name of holder as specified on the face of the Warrant.

† If applicable.

Attachment B - 1

Exhibit 10.1

EXECUTION VERSION

SHAREHOLDERS AGREEMENT

THIS SHAREHOLDERS AGREEMENT (this “ Agreement ”), is made as of the 5th day of November, 2018, by and among Sirius International Insurance Group, Ltd., a Bermuda exempted company limited by shares (the “ Company ”), CM Bermuda Ltd., a Bermuda holding company (“ CM Bermuda ”), Gallatin Point Capital Partners LP, a Delaware limited partnership, Gallatin Point Capital Partners Parallel-A LP, a Delaware limited partnership, GPC-INS Partners LP, a Delaware limited partnership, and GPC-BR (Canis) LP, a Delaware limited partnership (collectively, “ Gallatin ”), CCOF Master, L.P., a Delaware limited partnership (“ Carlyle ”), Centerbridge Credit Partners Master, LP, a Delaware limited partnership, and Centerbridge Special Credit Partners III, LP, a Delaware limited partnership (collectively, “ Centerbridge ”), and Bain Capital Special Situations Asia, L.P., a Cayman Islands limited partnership (“Bain” and, together with Gallatin, Carlyle and Centerbridge, the “ Initial Holders ”).

WHEREAS, the Company and the respective Initial Holders are parties to those certain Subscription Agreements, dated as of August 29, 2018 (the “ Subscription Agreements ”), pursuant to which the Initial Holders have agreed to purchase Common Shares (as defined below), Preference Shares (as defined below) and warrants to purchase Common Shares;

WHEREAS, as of the date hereof, CM Bermuda owns over 80% of the Common Shares and, accordingly, can elect all of the members of the Company’s Board of Directors (the “ Board of Directors ”) and approve other matters submitted to the holders of the Common Shares; and

WHEREAS, as a condition to the consummation of the transactions contemplated by the Subscription Agreements, the parties have agreed to certain matters with respect to the governance of the Company and the voting of CM Bermuda’s Common Shares and certain other matters as set forth in this Agreement.

NOW, THEREFORE, the parties hereby agree as follows:

Section 1. Definitions . For purposes of this Agreement:

(a) “Affiliate” means, with respect to any specified Person, any other Person who, directly or indirectly, controls, is controlled by, or is under common control with such Person, including without limitation any general partner, managing member, officer or director of such Person now or hereafter existing that is controlled by one or more general partners or managing members of, or shares the same management company with, such Person.

(b) “Agreed Director” means an Independent Director mutually agreeable to CM Bermuda and Holders representing a majority of the Preference Shares; provided , that if CM Bermuda and the Holders have not identified an Agreed Director after negotiating in good faith for a period of sixty (60) days, then an Agreed Director means any Independent Director recommended for election by the Nominating and Governance Committee.

(c) “Beneficial Owner,” “Beneficially Own” and “Beneficial Ownership” have the meanings given to those terms in Rule 13d-3 under the Securities Exchange Act of 1934, as

amended, and the rules and regulations promulgated thereunder, and a Person’s beneficial ownership of securities will be calculated in accordance with the provisions of such Rule.

(d) “Board of Directors” has the meaning assigned to such term in the recitals.

(e) “business day” means a day that is a Monday, Tuesday, Wednesday, Thursday or Friday and is not a day on which banking institutions in New York City, New York, or Bermuda generally are authorized or obligated by law or executive order to close.

(f) “CM Bermuda” has the meaning assigned to such term in the preamble.

(g) “CMB Director” means Laurence Liao and any other individual Affiliated with CM Bermuda or its Affiliates who becomes a Director after the Issue Date.

(h) “Common Shares” means the common shares, par value U.S.$0.01 per share, of the Company, or any other class of shares resulting from successive changes or reclassifications of such Common Shares consisting solely of changes in par value, or as a result of a subdivision, combination, merger, amalgamation, consolidation or similar transaction.

(i) “Company” has the meaning assigned to such term in the preamble.

(j) “Director” means a member of the Board of Directors or a nominee member of the Board of Directors, as the context requires.

(k) “Equity Securities” means the Common Shares, the Preference Shares or any securities of the Company having voting rights in the election of the Board of Directors, or any securities evidencing an ownership interest in the Company, or any securities convertible into, exchangeable for or exercisable for any shares of the foregoing.

(l) “Holders” means the Initial Holders and their respective successors and permitted assignees.

(m) “Independent Director” means an individual who qualifies as an “independent director” with respect to the Company and any parent or subsidiary of the Company within the meaning of Nasdaq Listing Rule 5605(a)(2) and within the meaning of Institutional Shareholder Services’ United States Proxy Voting Guidelines, in each case as amended, supplemented or replaced from time to time.

(n) “Initial Holders” has the meaning assigned to such term in the preamble.

(o) “Issue Date” means November 5, 2018.

(p) “Merger Agreement” means that certain Agreement and Plan of Merger, dated as of June 23, 2018, by and among Easterly Acquisition Corp., the Company and Sirius Acquisitions Holding Company III, a wholly owned subsidiary of the Company (as amended on August 29, 2018 and as it may be further amended from time to time).

(q) “Nominating and Governance Committee” means the Nominating and Governance Committee of the Board of Directors.

(r) “Person” means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture, association or other similar entity, whether or not a legal entity.

(s) “Preference Shares” means the Series B preference shares, par value of U.S.$0.01 per share, of the Company, or any other class of shares resulting from successive changes or reclassifications of such Preference Shares consisting solely of changes in par value, or as a result of a subdivision, combination, merger, amalgamation, consolidation or similar transaction.

(t) “Qualified Sale Transaction” means (i) any merger, amalgamation, consolidation or similar transaction that results in the inability of the holders of a majority of the Voting Shares immediately prior to such transaction to elect a majority of the members of the Board of Directors (or its equivalent) (without giving effect to any rights to appoint members to the Board of Directors pursuant to Section 4(e) or Section 6(h)(ii) of the Certificate of Designation in respect of the Preference Shares) of the resulting entity or its parent company or (ii) any sale or transfer or related series of sales or transfers of all or substantially all of the Company’s and its subsidiaries’ consolidated assets, in each case where the per share value of the consideration received by the Company or by the shareholders of the Company in such merger, amalgamation, consolidation, similar transaction, sale or transfer (as determined by the Board of Directors in good faith) is based on a valuation of the Company equal to or greater than (x) the Conversion Price (as defined in the Certificate of Designation in respect of the Preference Shares) multiplied by 1.675 less (y) the aggregate per share amounts of all dividends and distributions paid on the Common Shares since the Issue Date (other than dividends or distributions payable in the form of Common Shares), in each case, subject to adjustment as applicable for any subdivision (by any share split, recapitalization or otherwise) or combination (by combination, reverse share split or otherwise) or dividend or distribution in the form of Common Shares.

(u) “Subscription Agreements” has the meaning assigned to such term in the recitals.

(v) “Voting Shares” means the Common Shares, the Preference Shares and any other voting shares of the Company outstanding from time to time.

Section 2. Election of Directors .

(a) From the Issue Date until the third (3rd) anniversary of the Issue Date:

(i) CM Bermuda shall, and shall cause each of its Affiliates that own Voting Shares at such time to, vote all of the Voting Shares then beneficially owned by them in favor of the election of that number of Independent Directors as is necessary to provide that at least a majority of the Board of Directors is comprised of Independent Directors or, to the extent that the foregoing does not result in a Board of Directors that is comprised of a majority of Independent Directors, then in favor of the election of each Independent Director until at least a majority of the Board of Directors is comprised of Independent Directors; and

(ii) CM Bermuda shall not, and shall cause each of its Affiliates that own Voting Shares at such time not to, vote any of the Voting Shares then beneficially owned by them in favor of the removal of any Director (other than any CMB Director) other than for cause.

(b) After the third (3rd) anniversary of the Issue Date and at any time following the Issue Date in the event of an increase to the size of the Board of Directors, CM Bermuda shall not, and shall cause each of its Affiliates that own Voting Shares at such time not to, cause any of the Voting Shares then beneficially owned by them to be voted in favor of the election of any Director not then serving on the Board of Directors (including any election to fill a vacancy then existing on the Board of Directors as a result of death, resignation, removal, expansion of the Board of Directors or otherwise) who is not an Agreed Director.

Section 3. Repurchase or Redemption of CM Bermuda Shares .

(a) If the Company agrees to repurchase or redeem any Equity Securities held by CM Bermuda or its Affiliates (other than (i) any open market repurchase or redemption, (ii) any repurchase or redemption contemplated by the Merger Agreement and (iii) as required by or necessary to fulfill the terms of any employment contract, benefit plan or similar arrangement with or for the benefit of one or more employees, directors or consultants) (a “ CMB Repurchase ”), then the Company shall, by notice to each Holder, offer to redeem from such Holder (such offer, an “ Offer to Repurchase ”), on the same terms and conditions, Common Shares (or shares of the Company then convertible into such Common Shares on as-converted basis, including the Preference Shares) held by such Holder on a pro rata basis in proportion, as nearly as practicable, to the respective beneficial ownership percentages of CM Bermuda and its Affiliates, in the aggregate, on the one hand, and such Holder, on the other, in each case as of the date of such offer.

(b) The Offer to Repurchase shall include: (i) the date of the anticipated Repurchase (the “ Repurchase Date ”), which date shall be at least five (5) business days after the Offer to Repurchase, (ii) the number of Equity Securities being repurchased pursuant to the CMB Repurchase, (iii) the number of Common Shares (or shares of the Company then convertible into Common Shares, including the Preference Shares) held by such Holder that the Company will repurchase on the Repurchase Date if so elected by such Holder, (iv) the repurchase price per Common Share (or share of the Company then convertible into a Common Share, including the Preference Shares) (the “ Repurchase Price ”) and (v) the manner and place designated for surrender by the Holder to the Company of its certificate or certificates representing the Common Shares (or shares of the Company then convertible into Common Shares, including the Preference Shares) to be repurchased. In order to accept the Offer to Repurchase, in whole but not in part, each Holder shall notify the Company no later than 5:00 p.m. (New York City time) on the date that is three (3) business days after the date of the Offer to Repurchase (the “ Offer Acceptance Notice ”). A failure by a Holder to accept the Offer to Repurchase within the specified time period shall be deemed to constitute a rejection of such offer by such Holder, and the Company may thereafter complete the CMB Repurchase on the terms specified in the Offer to Repurchase without the participation of such Holder.

(c) On or before the Repurchase Date, each Holder shall surrender the certificate or certificates representing the Common Shares (or shares of the Company then convertible into

Common Shares, including the Preference Shares) specified in the Offer Acceptance Notice to the Company, in the manner and place designated in the Offer to Repurchase accompanied by duly executed instruments of transfer relating thereto, or, in the event the certificate or certificates are lost, stolen or missing, shall deliver an indemnity, in the manner and place designated in the Offer to Repurchase. Each surrendered certificate shall be canceled and retired; provided , that if less than all the shares of the Company represented by a surrendered certificate are repurchased, then a new share certificate representing the remaining shares of the Company shall be issued in the name of the applicable holder of record of the canceled share certificate.

(d) In exchange for the surrender to the Company by the Holder of its certificate(s) and accompanying materials in accordance with Section 3(c) above, and subject to the substantially concurrent completion of the CMB Repurchase on the Repurchase Date on the terms specified in the Offer to Repurchase, the aggregate Repurchase Price for the Common Shares (or shares of the Company then convertible into Common Shares, including the Preference Shares) being repurchased shall be payable in cash in immediately available funds to such Holder on Repurchase Date.

Section 4. Certain Undertakings by CM Bermuda and its Affiliates and the Company .

(a) From and after the first (1st) anniversary of the Issue Date, if any Qualified Sale Transaction is approved by a majority of the Independent Directors on the Board of Directors and by the affirmative vote of holders of at least 80% of the Voting Shares (excluding Voting Shares beneficially owned by CM Bermuda or its Affiliates), then CM Bermuda shall, and shall cause each of its Affiliates that own Voting Shares at such time to, cause all of the Voting Shares then beneficially owned by them to be voted in favor of such Qualified Sale Transaction concurrently with the vote of such holders.

(b) CM Bermuda shall, and shall cause each of its Affiliates that own Voting Shares at such time to, cause all of the Voting Shares then beneficially owned by them to be voted against (i) any merger, amalgamation, consolidation or similar transaction involving the Company or any of its subsidiaries or to which the Company or any of its subsidiaries is a party or (ii) any sale or transfer or related series of sales or transfers of all or substantially all of the Company’s and its subsidiaries’ consolidated assets, in each case where the per share value of the consideration received by CM Bermuda or its Affiliates in such transaction in respect of the Equity Securities held by any of them is greater than the per share value of the consideration received by any other holder of the same class of Equity Securities.

(c) To the fullest extent permitted by law, the Company shall not enter into (i) any merger, amalgamation, consolidation or similar transaction involving the Company or any of its subsidiaries or to which the Company or any of its subsidiaries is a party or (ii) any sale or transfer or related series of sales or transfers of all or substantially all of the Company’s and its subsidiaries’ consolidated assets, in each case where the per share value of the consideration received by CM Bermuda or its Affiliates in such transaction in respect of any securities of the Company held by any of them is greater than the per share value of the consideration received by any other holder of the same class of securities in the Company.

(d) If at any time and from time to time the Company desires or is required to issue Common Shares to satisfy any obligations pursuant to Section 6 or Section 7 of the Certificate of Designation in respect of the Preference Shares, and any approval of the holders of Voting Shares is required in connection therewith, then CM Bermuda shall, and shall cause each of its Affiliates that own Voting Shares at such time to, cause all of the Voting Shares then beneficially owned by them to be voted in favor of any such issuance of Common Shares.

Section 5. Termination of Rights . The rights set forth in Section 2 , Section 3 , Section 4 and Section 7(g) shall terminate as to any Holder at the time that such Holder and its Affiliates cease to beneficially own any Preference Shares. The rights set forth in Section 2 shall terminate as to all Holders at such time as the Holders and their respective Affiliates and permitted assigns in accordance with Section 7(a)(i) cease to collectively beneficially own at least twenty-five percent (25%) of the aggregate number of Preference Shares issued and outstanding on the Issue Date. This Agreement shall terminate and be of no further force or effect (except Section 6 and Section 7(j) , which shall survive and remain in full force and effect) at such time that fewer than twenty-five (25%) of the aggregate number of Preference Shares issued and outstanding on the Issue Date are outstanding.

Section 6. Confidentiality . For the purposes of this Section 6 , “Confidential Information” means information delivered to any Holder by or on behalf of the Company in connection with the transactions contemplated by or otherwise pursuant to this Agreement, provided that such term does not include information that (a) was publicly known or otherwise known to such Holder prior to the time of such disclosure, (b) subsequently becomes publicly known through no act or omission by any Holder or any person acting on any Holder’s behalf, or (c) otherwise becomes known to such Holder other than through disclosure by the Company or any of its subsidiaries or from a person who is known by such Holder to be bound by a confidentiality agreement or other obligation not to transmit such information to such Holder. Each Holder will maintain the confidentiality of such Confidential Information in accordance with procedures adopted by such Holder in good faith to protect confidential information of third parties delivered to such Holder, provided that any Holder may deliver or disclose Confidential Information to (i) its directors, officers, employees, agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by the Preference Shares), (ii) its auditors, financial advisors and other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with this Section 6 , (iii) any federal or state regulatory authority having jurisdiction over such Holder, or (iv) any other person to which such delivery or disclosure may be necessary or appropriate (x) to effect compliance with any law, rule, regulation or order applicable to such Holder, (y) in response to any subpoena or other legal process or (z) in connection with any litigation to which such Holder is a party. Each Holder will be deemed to have agreed to be bound by and to be entitled to the benefits of this Section 6 as though it were named as an Initial Holder in this Agreement. No Holder shall transact in any Preference Shares or Common Shares while in possession of material non-public information involving the Company.

Section 7. Miscellaneous .

(a) Successors and Assigns . Nothing in this Agreement, express or implied, is intended to confer upon any Person (including any holder of Preference Shares not party hereto) other than

the parties hereto or their respective successors and permitted assignees any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided herein. This Agreement and the rights provided to Holders hereunder shall not be assignable by any Holder without the prior written consent of the Company, except that (i) any Holder may assign its rights under this Agreement to an Affiliate of such Holder, an Initial Holder or an Affiliate of an Initial Holder in connection with a transfer of all or any portion of such Holder’s Preference Shares to such Affiliate, Initial Holder or Affiliate of an Initial Holder and (ii) any Holder may assign its rights under this Agreement (other than the rights set forth in Section 2 and the definition of “Agreed Director”, which may not be assigned without the prior written approval of the Company, which approval may be withheld in its sole discretion), to any Person in connection with a transfer of all or any portion of such Holder’s Preference Shares to such Person. If CM Bermuda transfers any Voting Shares or Equity Securities held by it to an Affiliate, such Affiliate shall agree to be bound by the terms and conditions of this Agreement pursuant to a joinder agreement. CM Bermuda and any Affiliate that owns Voting Shares shall be bound by the terms of this Agreement so long as CM Bermuda or such Affiliate, as applicable, owns any Voting Shares. Any purported assignment in violation of this Section 7(a) shall be void and of no effect.

(b) Certain Additional Undertakings . Neither the Company nor, so long as any of them own Voting Shares, CM Bermuda or any of its Affiliates shall enter into any agreement or arrangement that would prevent it from fulfilling its obligations under this Agreement.

(c) Counterparts . This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g. , www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

(d) Several Nature of Rights and Obligations . The rights of each Holder under this Agreement, and the obligations of each Holder under the Subscription Agreements, are several and not joint with the respective rights or obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under the Subscription Agreements. Nothing contained herein or in the Subscription Agreements, the Warrant or the Certificate of Designation, and no action taken by CM Bermuda or any Holder pursuant hereto or thereto, shall be deemed to constitute the Holders, amongst themselves or together with CM Bermuda, as, and the Company acknowledges that the Holders do not so constitute, amongst themselves or together with CM Bermuda, a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders, amongst themselves or together with CM Bermuda, are in any way acting in concert or as a group, and the Company will not assert any such claim with respect to such obligations or the transactions contemplated by this Agreement, the Subscription Agreements, the Warrant or the Certificate of Designation and the Company acknowledges that the Holders, amongst themselves and together with CM Bermuda, are not acting in concert or as a group with respect to such obligations under the Subscription Agreements, the transactions contemplated by this Agreement, the Subscription Agreements, the Warrant or the Certificate of Designation, or the exercise or enforcement of their rights under this Agreement, the Subscription Agreements, the Warrant or the Certificate of Designation. The Company acknowledges, and each Holder and CM Bermuda confirms, that each Holder has

independently participated in the negotiation of this Agreement, the Subscription Agreements, the Warrant and the Certificate of Designation with the advice of its own counsel and advisors. Each Holder shall be entitled to independently protect and enforce its rights, including, without limitation, the rights arising out of this Agreement, the Subscription Agreements, the Warrant and the Certificate of Designation, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

(e) Titles and Subtitles . The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.

(f) Notices . All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile (followed by reputable overnight courier service), e-mail (followed by reputable overnight courier service) or by registered or certified mail (postage prepaid, return receipt requested) to the other parties as follows:

(i) if to CM Bermuda or any Holder, to the address of such Person set forth in the Register of Members of the Company.

(ii) if to the Company, to:

c/o Sirius International Insurance Group, Ltd.

14 Wesley Street, 5th Floor

Hamilton HM11 Bermuda

Attention: Gene Boxer
E-mail: Gene.Boxer@siriusgroup.com

or to such other address(es) as shall be furnished in writing by any such party to the other party hereto in accordance with the provisions of this Section 7(f) .

(g) Amendments and Waivers . Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Company, CM Bermuda and the Holders; provided , that the Holders acting as a group may in their sole discretion waive the compliance of CM Bermuda or any of its Affiliates with any of the provisions hereof (but, for the avoidance of doubt, not any of its rights hereunder); and provided, further , that any provision hereof may be waived by any waiving party on such party’s own behalf, without the consent of any other party.

(h) Severability . In case any one or more of the provisions contained in this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.

(i) Entire Agreement . This Agreement constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written

or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

(j) Dispute Resolution . NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. Any and all suits, legal actions or proceedings arising out of this Agreement shall be brought in the courts of the State of New York or the United States District Court for the Southern District of New York and each party to this Agreement hereby submits to and accepts the exclusive jurisdiction of such courts for the purpose of such suits, legal actions or proceedings. In any such suit, legal action or proceeding, each party to this Agreement waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to it pursuant to Section 7(f) . To the fullest extent permitted by law, each party hereto hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue or any such suit, legal action or proceeding in any such court and hereby further waives any claim that any such suit, legal action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO (ON BEHALF OF ITSELF AND ITS SUBSIDIARIES) HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(k) Specific Performance . The parties agree that irreparable damage is likely to occur and that the parties will not have an adequate remedy at law in the event that any of the provisions of this Agreement is not performed in accordance with its specific term or is otherwise breached or threatened to be breached. It is accordingly agreed that the parties shall be entitled to injunctive relief, including, but not limited to, a temporary restraining order, preliminary injunction or permanent injunction, to prevent any breach or threatened breach of any obligation pursuant to this Agreement or to enforce specifically the terms and provisions of any obligation arising under this Agreement, this being in addition and without prejudice to any other remedy to which they are entitled at law or in equity. Each party in advance agrees to waive any requirement for the securing of such remedy, including but not limited to the posting of a bond.

(l) Delays or Omissions (m) . No delay or omission to exercise any right, power, or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power, or remedy of such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or acquiescence to any such breach or default, or to any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. All remedies, whether under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative.

[ Signature Pages Follow ]

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

	SIRIUS INTERNATIONAL INSURANCE GROUP, LTD.


	By:	/s/ Allan L. Waters
	Name:	Allan L. Waters
	Title:	Chief Executive Officer

Shareholders Agreement

	CM BERMUDA LTD.


	By:	/s/ Laurence Liao
	Name:	Laurence Liao
	Title:	Chief Executive Officer

Shareholders Agreement

	GALLATIN POINT CAPITAL PARTNERS LP
	By: GPC Partners GP LLC, its general partner
	By: Gallatin Point Capital LLC, its sole member


	By:	/s/ Lewis A. (Lee) Sachs
	Name:	Lewis A. (Lee) Sachs
	Title:	Managing Partner

	GALLATIN POINT CAPITAL PARTNERS PARALLEL-A LP
	By: GPC Partners GP LLC, its general partner
	By: Gallatin Point Capital LLC, its sole member


	By:	/s/ Lewis A. (Lee) Sachs
	Name:	Lewis A. (Lee) Sachs
	Title:	Managing Partner

	GPC-INS PARTNERS LP
	By: GPC Partners GP LLC, its general partner
	By: Gallatin Point Capital LLC, its sole member


	By:	/s/ Lewis A. (Lee) Sachs
	Name:	Lewis A. (Lee) Sachs
	Title:	Managing Partner


	GPC-BR (CANIS) LP
	By: GPC Partners GP LLC, its general partner
	By: Gallatin Point Capital LLC, its sole member


	By:	/s/ Lewis A. (Lee) Sachs
	Name:	Lewis A. (Lee) Sachs
	Title:	Managing Partner

Shareholders Agreement

	CCOF MASTER, L.P.
	By: CCOF General Partner, L.P., its general partner
	By: CCOF L.L.C., its general partner


	By:	/s/ Venu Rathi
	Name:	Venu Rathi
	Title:	Managing Director

Shareholders Agreement

	CENTERBRIDGE CREDIT PARTNERS MASTER, LP


	By:	/s/ Matthew Kabaker
	Name:	Matthew Kabaker
	Title:	Authorized Signatory

	CENTERBRIDGE SPECIAL CREDIT PARTNERS III, LP


	By:	/s/ Matthew Kabaker
	Name:	Matthew Kabaker
	Title:	Authorized Signatory

Shareholders Agreement

	BAIN CAPITAL SPECIAL SITUATIONS ASIA, L.P.
	By: Bain Capital Special Situations Asia Investors, LLC, its general partner
	By: Bain Capital Credit Member II, Ltd., its Manager


	By:	/s/ Andrew Viens
	Name:	Andrew Viens
	Title:	Executive Vice President

Shareholders Agreement

Exhibit 10.2

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”), dated as of November 5, 2018, is made and entered into by and among SIRIUS INTERNATIONAL INSURANCE GROUP, LTD., a Bermuda exempted company (the “ Company ”), CM BERMUDA LTD., an exempted Bermuda limited liability company (“ CMB ”), and EASTERLY ACQUISITION SPONSOR, LLC, a Delaware limited liability company (“ Easterly Sponsor ”; Easterly Sponsor, CMB and any Person who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, so long as each such Person holds any Registrable Securities (as defined below), a “ Holder ” and collectively the “ Holders ”).

RECITALS

WHEREAS , pursuant to that certain Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of June 23, 2018, by and among the Company, Easterly Acquisition Corp., a Delaware corporation (“ Easterly ”), and Sirius Acquisitions Holding Company III, a Delaware corporation and a wholly owned subsidiary of the Company (“ Merger Sub ”), as of the Effective Time (as defined in the Merger Agreement), Merger Sub merged with and into Easterly (the “ Merger ”), with Easterly being the surviving entity in the Merger and a wholly owned subsidiary of the Company;

WHEREAS , immediately prior to the Effective Time of the Merger, after giving effect to the transactions contemplated by that certain Redemption Agreement (the “ Redemption Agreement ”), dated as of November 2, 2018, by and between the Company and CMB, CMB was the holder of 110,480,720 common shares of the Company, par value $0.01 per share (the “ Common Shares ”), representing all of the issued and outstanding Common Shares;

WHEREAS , immediately prior to the Effective Time of the Merger, Easterly Sponsor was the holder of 4,928,000 shares of common stock of Easterly, par value $0.0001 per share (the “ Easterly Common Stock ”);

WHEREAS , pursuant to the Merger Agreement, at the Effective Time of the Merger, each issued and outstanding share of Easterly Common Stock (other than Redemption Shares (as defined in the Merger Agreement)) was converted into the right to receive newly issued Common Shares;

WHEREAS , immediately following the Effective Time of the Merger, after giving effect to the transactions contemplated by the Redemption Agreement, CMB was the holder of 110,480,720 Common Shares (the “ CMB Shares ”) and Easterly Sponsor was the holder of 988,975 Common Shares (the “ Easterly Sponsor Shares ”); and

WHEREAS , the Company and the Holders desire to enter into this Agreement in connection with the closing of the transactions contemplated by the Merger Agreement to grant the Holders certain registration rights with respect to certain securities of the Company, on the terms and conditions set forth in this Agreement.

NOW , THEREFORE , in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Definitions . The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“ Adverse Disclosure ” shall mean any public disclosure of non-public information that the Company has a bona fide business purpose for not disclosing publicly, which disclosure, in the good faith judgment of the principal executive officer of the Company or the principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading and (ii) would not be required to be made at such time if the Registration Statement or Prospectus were not being filed.

“ Agreement ” shall have the meaning given in the Preamble.

“ Board ” shall mean the Board of Directors of the Company.

“ CMB ” shall have the meaning given in the Preamble and, for the avoidance of doubt, shall not include any other Holder of CMB Shares.

“ CMB Shares ” shall have the meaning given in the Recitals hereto.

“ Commission ” shall mean the U.S. Securities and Exchange Commission.

“ Common Shares ” shall have the meaning given in the Recitals hereto.

“ Company ” shall have the meaning given in the Preamble.

“ Demand Registration ” shall have the meaning given in subsection 2.1.1 .

“ Easterly ” shall have the meaning given in the Recitals hereto.

“ Easterly Common Stock ” shall have the meaning given in the Recitals hereto.

“ Easterly Sponsor ” shall have the meaning given in the Preamble.

“ Easterly Sponsor Shares ” shall have the meaning given in the Recitals hereto.

“ Exchange Act ” shall mean the U.S. Securities Exchange Act of 1934, as it may be amended from time to time.

“ Holders ” shall have the meaning given in the Preamble.

“ Lock-Up Agreements ” shall mean those certain letter agreements, dated as of November 5, 2018, by and between the Company, on the one hand, and certain holders of the Common Shares of the Company, on the other hand, entered into pursuant to the Merger Agreement.

“ Lock-Up Period ” shall mean the applicable lock-up periods for the Holders set forth in the Lock-Up Agreements.

“ Maximum Number of Securities ” shall have the meaning given in subsection 2.1.4 .

“ Merger ” shall have the meaning given in the Recitals hereto.

“ Merger Agreement ” shall have the meaning given in the Recitals hereto.

“ Merger Sub ” shall have the meaning given in the Recitals hereto.

“ Misstatement ” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements contained therein (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading.

“ Permitted Transferees ” shall mean a Person to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the applicable Lock-Up Period, under the Lock-Up Agreements and any other applicable agreement between such Holder and the Company, and to any transferee thereafter, in each case in compliance with Section 5.2 .

“ Person ” shall mean a company, a corporation, an association, a partnership, a limited liability company, an organization, a joint venture, a trust or other legal entity, an individual, a government or political subdivision thereof or a governmental agency.

“ Piggyback Registration ” shall have the meaning given in subsection 2.2.1 .

“ Pro Rata ” shall have the meaning given in subsection 2.1.4 .

“ Prospectus ” shall mean the prospectus (including any preliminary prospectus) included in any Registration Statement, as supplemented by any and all prospectus supplements (including preliminary prospectus supplements) and as amended by any and all post-effective amendments, and including all material incorporated by reference in such prospectus or prospectus supplement.

“ Redemption Agreement ” shall have the meaning given in the Recitals hereto.

“ Registrable Security ” shall mean (a) the CMB Shares, (b) the Easterly Sponsor Shares and (c) any other equity security of the Company issued or issuable with respect to any such Common Shares by way of a stock dividend or stock split or in connection with a combination of shares, distribution, recapitalization, merger, consolidation, reorganization or other similar event; provided , however , that, as to any particular Registrable Security held by any particular Holder, such securities shall cease to be Registrable Securities when: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities by such Holder shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (but without volume or manner of sale restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“ Registration ” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“ Registration Expenses ” shall mean the Company’s out-of-pocket expenses incident to a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority) and any securities exchange on which the Common Shares are then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(D) fees and disbursements of counsel for the Company;

(E) fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(F) if CMB is participating in such Registration, reasonable fees and expenses of one (1) legal counsel selected by CMB to represent its interests in connection with such Registration.

“ Registration Statement ” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“ Securities Act ” shall mean the U.S. Securities Act of 1933, as amended from time to time.

“ Shelf Registration ” means a Registration Statement of the Company for an offering to be made on a delayed or continuous basis of Common Shares pursuant to Rule 415 under the Securities Act (or similar provisions then in effect).

“ Shelf Takedown ” shall have the meaning given in Section 2.3 .

“ Shelf Takedown Notice ” shall have the meaning given in Section 2.3 .

“ Underwriter ” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“ Underwritten Offering ” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“ Underwritten Shelf Offering Requesting Holder ” shall have the meaning given in Section 2.3 .

ARTICLE II

REGISTRATIONS

2.1 Demand Registration .

2.1.1 Request for Registration . Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time, CMB may make a written demand for Registration under the Securities Act of all or part of its Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “ Demand Registration ”). The Company shall, as soon thereafter as practicable, but not more than thirty (30) days immediately after the Company’s receipt of the Demand Registration, file a Registration Statement with respect to the Registration of all Registrable Securities requested by CMB pursuant such Demand Registration, and use its reasonable best efforts to cause such Registration Statement to become effective as soon as reasonably practicable thereafter. Under no circumstances shall the Company be obligated to effect more than an aggregate of two (2) Registrations in any consecutive 12-month period pursuant to a Demand Registration under this subsection 2.1.1 .

2.1.2 Effective Registration . Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to such Registration has become effective, (ii) the Company has complied with all of its obligations under this Agreement with respect thereto and (iii) the earlier to occur of either all of the Registrable Securities requested by CMB to be registered in such Demand Registration have been sold or such Registration Statement has remained effective for a period of sixty (60) consecutive days; provided , that if, after such Registration Statement has become effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency, the Registration Statement with respect to such Registration shall not count as a Registration unless and until (i) such stop order or injunction is removed, rescinded or otherwise terminated and (ii) CMB thereafter affirmatively elects to continue with such Registration and accordingly notifies the Company in writing of such election no later than five (5) days after the Company notifies CMB of such removal, rescinding or termination.

2.1.3 Underwritten Offering . Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if CMB so advises the Company as part of its Demand Registration or Shelf Takedown that the offering of the Registrable Securities pursuant to such Demand Registration or Shelf Takedown shall be in the form of an Underwritten Offering, then the right of any Holder to include its Registrable Securities in such Demand Registration or Shelf Takedown shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. Each such Holder proposing to distribute Registrable Securities through an Underwritten Offering pursuant to this subsection 2.1.3 or subsection 2.2.1 shall (i) agree to sell its Registrable Securities on the basis provided in the applicable underwriting/sales arrangements and (ii) agree to complete and execute all questionnaires, powers of attorney, indemnities, underwriting/sales agreements and other documents reasonably required under the terms of such underwriting/sales arrangements; provided , however , that no Holder shall be required to make any representations or warranties to the Company or the Underwriters or other purchasers (other than representations and warranties regarding (1) such Holder’s ownership of Registrable Securities to be transferred free and clear of all liens, claims and encumbrances created by such Holder, (2) such Holder’s power and authority to effect such transfer, (3) such matters pertaining to such Holder’s compliance with securities laws as reasonably may be requested and (4) such Holder’s intended method of distribution) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Article IV hereof.

2.1.4 Reduction of Underwritten Offering . If the managing Underwriter or Underwriters in an Underwritten Offering pursuant to a Demand Registration or Shelf Takedown, in good faith, advises the Company in writing that the dollar amount or number of Registrable Securities that the Holders desire to sell, taken together with all other Common Shares or other equity securities that the Company desires to sell and the Common Shares, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering

without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “ Maximum Number of Securities ”), then the Company shall include in such Underwritten Offering: (i) first, the Registrable Securities of the Holders participating in such Underwritten Offering and the Common Shares or other equity securities of other Persons that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such Persons (pro rata based on the respective number of Registrable Securities, Common Shares and other equity securities held by such Holders and other Persons and the aggregate number of Registrable Securities, Common Shares and other equity securities requested be included in such Underwritten Offering (such proportion is referred to herein as “ Pro Rata ”)) that can be sold without exceeding the Maximum Number of Securities; and (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the Common Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities.

2.1.5 Demand Registration Withdrawal . A Holder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time within three (3) business days prior to the effectiveness of the applicable Registration Statement; provided that such withdrawal shall be irrevocable and, after making such withdrawal, a Holder shall no longer have any right to include Registrable Securities in the Demand Registration as to which such withdrawal was made. In the event that CMB notifies the Company that it is withdrawing all of its Registrable Securities from the Demand Registration, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement. Such registration nonetheless shall be deemed a Demand Registration for purposes of subsection 2.1.1 unless CMB shall have paid or reimbursed the Company for all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the withdrawn registration of such Registrable Securities.

2.2 Piggyback Registration .

2.2.1 Piggyback Rights . If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account and/or for the account of shareholders of the Company (including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing security holders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for an employee stock purchase plan or dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may

request in writing within five (5) days after receipt of such written notice (such Registration a “ Piggyback Registration ”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof.

2.2.2 Reduction of Piggyback Registration . If the managing Underwriter or Underwriters in an Underwritten Offering that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of the Common Shares that the Company desires to sell, taken together with (i) the Common Shares, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with Persons other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration has been requested pursuant Section 2.2 hereof, and (iii) the Common Shares, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then the Company shall include in any such Registration (A) first, the Common Shares or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof and the Common Shares, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, Pro Rata, which can be sold without exceeding the Maximum Number of Securities.

2.2.3 Piggyback Registration Withdrawal . Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration within three (3) business days prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by Persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3 .

2.2.4 Unlimited Piggyback Registration Rights . For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

2.3 Shelf Registrations . At any time when the Company is permitted pursuant to the Securities Act to effect a Shelf Registration on Form F-4 (or similar short-form registration that may be available at such time), CMB may request, pursuant to its Demand Registration, that the Company effect the Demand Registration as a Shelf Registration. Notwithstanding anything else in this Agreement, CMB may not require the Company to effect more than one Shelf Registration with respect to CMB’s Registrable Securities. CMB shall have the right to request that the Company cooperate in a shelf takedown at any time, including an Underwritten Offering, by delivering a written request thereof to the Company (“ Shelf Takedown Notice ”) stating that CMB intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration (a “ Shelf Takedown ”); provided that the Company shall not be required to effect more than two (2) Shelf Takedowns in any consecutive 12-month period. Each Shelf Takedown Notice shall specify the amount and type of Registrable Securities to be offered and sold in the Shelf Takedown and the intended method of distribution thereof. As soon as practicable thereafter, but not more than thirty (30) days thereafter, the Company shall take all actions reasonably required to enable such Registrable Securities to be offered and sold as contemplated by such Shelf Takedown Notice. CMB shall have the right to demand as part of its Shelf Takedown Notice an offering in the form of an Underwritten Offering, provided that the aggregate offering price for any such offering is at least $75,000,000 in the aggregate (or, if less, all of CMB’s Registrable Securities). The Company shall, within ten (10) days of the Company’s receipt from CMB of such Shelf Takedown Notice that includes a written demand for an Underwritten Offering, notify, in writing, all other Holders of Registrable Securities included in the Shelf Registration and such Holder who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Underwritten Offering pursuant to a Shelf Takedown (each such Holder, an “ Underwritten Shelf Offering Requesting Holder ”) shall so notify the Company, in writing, within five (5) days after the receipt by such Holder of the notice from the Company. Upon receipt by the Company of any such written notification from an Underwritten Shelf Offering Requesting Holder, such Holder shall be entitled to have its Registrable Securities included in the Underwritten Offering pursuant to the Shelf Takedown.

2.4 Holder Information and Cooperation . As a condition precedent to any Registration or Underwritten Offering hereunder, the Company may require each Holder as to which any Registration or Underwritten Offering is being effected to furnish to the Company such information regarding the distribution of such securities and such other information relating to such Holder, its ownership of Registrable Securities and other matters as the Company may from time to time reasonably request in writing. Each such Holder agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.

2.5 Restrictions on Registration Rights . Notwithstanding anything to the contrary contained in this Agreement, (i) the Company shall not be obligated to (but may, at its sole option) file a Registration Statement or effect an Underwritten Offering if any Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration has not yet become effective and has not been withdrawn, (ii) the Company shall not be obligated to (but may, at its sole option) effect any Demand Registration or Shelf Takedown within ninety (90) days after the closing of an Underwritten Offering and (iii) no Registration shall be effected or permitted and no Registration Statement shall become effective,

with respect to any Registrable Securities held by any Holder, until after the expiration of the applicable Lock-Up Period.

2.6 Selection of Underwriter . The Underwriter(s) for any Underwritten Offering completed as a Demand Registration or a Shelf Takedown shall be selected by CMB. The Underwriter(s) for any Underwritten Offering initiated pursuant to Section 2.2.1 shall be selected by the Company.

ARTICLE III

COMPANY PROCEDURES

3.1 General Procedures . If the Company is required to effect the Registration of Registrable Securities, the Company shall use its reasonable best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1 prepare and file with the Commission a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4 prior to any public offering of Registrable Securities, use its reasonable best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan

of distribution) may reasonably request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided , however , that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;

3.1.9 notify the Holders, at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;

3.1.10 permit a representative of the Holders, the Underwriters, if any, and any attorney retained by such Holders or Underwriter to participate, at each such Person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter or attorney in connection with the Registration; provided , however , that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.11 obtain a “comfort” letter for the benefit of the Underwriters from the Company’s independent registered public accountants in the event of an Underwritten Offering, in customary form and covering such matters of the type customarily covered by “comfort” letters as the managing Underwriter and its counsel may reasonably request;

3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion and negative assurance letter, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion and negative assurance letter is being given as the Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters;

3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;

3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $75,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and

3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.

3.2 Registration Expenses . The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Requirements for Participation in Underwritten Offerings . No Person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

3.4 Suspension of Sales; Adverse Disclosure . Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed.

If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company without unreasonable efforts, the Company may, upon giving prompt written notice to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement or any Prospectus for the shortest period of time, but in no event more than an aggregate of (90) days in any consecutive 12-month period, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall promptly notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4 .

3.5 Information Requirements . The Company covenants that it shall take such action as any Holder may reasonably request to the extent required from time to time to enable such Holder to sell Common Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act, including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

ARTICLE IV

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification .

4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each Person who controls such Holder (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in any Registration Statement or Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each Person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the

Company, its directors and officers and agents and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement or Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus, in the light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided , however , that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each Person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Company.

4.1.3 Any Person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification ( provided that the failure to give prompt notice shall not impair any Person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (such consent not to be unreasonably withheld). An indemnifying party who elects not to assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party, with the advice of outside counsel, a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and shall survive the transfer of Registrable Securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided , however , that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1 , 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5 . No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any Person who was not guilty of such fraudulent misrepresentation.

ARTICLE V

MISCELLANEOUS

5.1 Notices . Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery or electronic mail. Each notice or communication that is mailed, delivered or transmitted in the manner described above shall be deemed sufficiently given, served, sent and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery or electronic mail, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication to the Company under this Agreement must be addressed to the Company at 14 Wesley Street, 5th Floor, Hamilton HM11 Bermuda, Attention: Gene Boxer, Email: Gene.Boxer@siriusgroup.com. Any notice or communication to any Holder under this Agreement must be addressed to such Holder’s address as found in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective ten (10) days after delivery of such notice as provided in this Section 5.1 .

5.2 Assignment; No Third Party Beneficiaries .

5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.2.2 No Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee (but only if, as set forth in the definition thereof, such Person has agreed to become bound by the transfer restrictions set forth in the Lock-Up Agreements and, if applicable, any other applicable letter agreements). Notwithstanding the foregoing, CMB shall not assign any of the rights under Section 2.1 or 2.3 of this Agreement that solely for the benefit of CMB.

5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.

5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

5.3 Counterparts . This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.4 Governing Law; Venue; Waiver of Jury Trial . NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION. Any and all suits, legal actions or proceedings arising out of this Agreement shall be brought in the courts of the State of New York or the United States District Court for the Southern District of New York and each party to this Agreement hereby submits to and accepts the exclusive jurisdiction of such courts for the purpose of such suits, legal actions or proceedings. In any such suit, legal action or proceeding, each party to this Agreement waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed

to it pursuant to Section 5.1 . To the fullest extent permitted by law, each party hereto hereby irrevocably waives any objection which it may now or hereafter have to the laying of venue or any such suit, legal action or proceeding in any such court and hereby further waives any claim that any such suit, legal action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO (ON BEHALF OF ITSELF AND ITS SUBSIDIARIES) HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

5.5 Amendments and Modifications . Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided , however , that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.6 Entire Agreement; Third Party Beneficiaries . This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and, except as provided in Section 4.1 hereof, is not intended to confer upon any Person other than the parties hereto any rights or remedies.

5.7 Term . This Agreement shall terminate upon the earlier of (i) the tenth (10th) anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section 3.2 and Article IV shall survive any termination.

[ Signature page follows ]

IN WITNESS WHEREOF , the undersigned have caused this Agreement to be executed as of the date first written above.

	COMPANY:

	SIRIUS INTERNATIONAL INSURANCE GROUP, LTD. , a Bermuda exempted company

	By:	/s/ Allan L. Waters
		Name: Allan L. Waters
		Title: Chief Executive Officer


	HOLDERS:

	CM BERMUDA LTD. , an exempted Bermuda limited liability company

	By:	/s/ Laurence Liao
		Name: Laurence Liao
		Title: Chief Executive Officer

	EASTERLY ACQUISITION SPONSOR, LLC , a Delaware limited liability company

	By:	/s/ Avshalom Kalichstein
		Name: Avshalom Kalichstein
		Title: Managing Director

[ Signature page to Registration Rights Agreement ]

Exhibit 10.3

Execution Version

ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT

This Assignment, Assumption and Amendment Agreement (this “ Agreement ”) is made as of November 5, 2018, by and among Easterly Acquisition Corp., a Delaware corporation (the “ Company ”), Sirius International Insurance Group, Ltd., a Bermuda exempted company (“ Sirius ”), and Continental Stock Transfer & Trust Company, a New York corporation (the “ Warrant Agent ”).

WHEREAS , the Company and the Warrant Agent are parties to that certain Warrant Agreement, dated as of July 29, 2015, and filed with the United States Securities and Exchange Commission on August 10, 2015 (the “ Existing Warrant Agreement ”);

WHEREAS , capitalized terms used herein, but not otherwise defined, shall have the meanings given to such terms in the Existing Warrant Agreement;

WHEREAS , pursuant to the Existing Warrant Agreement, the Company issued (i) 6,750,000 warrants to the Sponsor (collectively, the “ Private Placement Warrants ”) to purchase shares of the Company’s common stock, par value $0.0001 per share (“ Common Stock ”) simultaneously with the closing of the Offering, at a purchase price of $1.00 per Private Placement Warrant, with each Private Placement Warrant being exercisable for one share of Common Stock and with an exercise price of $11.50 per share, and (ii) 10,000,000 warrants to public investors in the Offering (the “ Public Warrants ” and together with the Private Placement Warrants, the “ Warrants ”) to purchase shares of Common Stock, with each Public Warrant being exercisable for one share of Common Stock and with an exercise price of $11.50 per share;

WHEREAS , on June 23, 2018, that certain Agreement and Plan of Merger (the “ Merger Agreement ”) was entered into by and among Sirius, the Company and Sirius Acquisitions Holding Company III, a Delaware corporation and a wholly owned subsidiary of Sirius (“ Merger Sub ”);

WHEREAS , all of the Warrants are governed by the Existing Warrant Agreement;

WHEREAS , pursuant to the provisions of the Merger Agreement, Merger Sub will merge with and into the Company with the Company surviving such merger as a wholly owned subsidiary of Sirius (the “ Merger ”), and, as a result of the Merger, the holders of Common Stock of Easterly shall become holders of Sirius’ common shares of par value U.S.$0.01 each (“ Common Shares ”);

WHEREAS , upon consummation of the Merger, as provided in Section 4.4 of the Existing Warrant Agreement, the Public Warrants will no longer be exercisable for shares of Common Stock but instead will be exercisable (subject to the terms and conditions of the Existing Warrant Agreement as amended hereby) for Common Shares;

WHEREAS, pursuant to Section 2 of that certain letter agreement, by and among the Company, Sponsor and Sirius, dated as of June 23, 2018 (the “ Sponsor Letter ”), upon consummation of the Merger the Private Placement Warrants will be cancelled;

WHEREAS , the Board of Directors of the Company has determined that the consummation of the transactions contemplated by the Merger Agreement will constitute a Business Combination (as defined in Section 3.2 of the Existing Warrant Agreement);

WHEREAS , in connection with the Merger, the Company desires to assign all of its right, title and interest in the Existing Warrant Agreement to Sirius and Sirius wishes to accept such assignment; and

WHEREAS , Section 9.8 of the Existing Warrant Agreement provides that the Company and the Warrant Agent may amend the Existing Warrant Agreement without the consent of any Registered Holders for the purpose of curing any ambiguity, or curing, correcting or supplementing any defective provision contained therein or adding or changing any other provisions with respect to matters or questions arising under the Existing Warrant Agreement as the Company and the Warrant Agent may deem necessary or desirable and that the Company and the Warrant Agent deem shall not adversely affect the interest of the Registered Holders.

NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows.

1. Assignment and Assumption; Consent .

1.1 Assignment and Assumption . The Company hereby assigns to Sirius all of the Company’s right, title and interest in and to the Existing Warrant Agreement (as amended hereby) as of the Effective Time (as defined in the Merger Agreement). Sirius hereby assumes, and agrees to pay, perform, satisfy and discharge in full, as the same become due, all of the Company’s liabilities and obligations under the Existing Warrant Agreement (as amended hereby) arising from and after the Effective Time.

1.2 Consent . The Warrant Agent hereby consents to the assignment of the Existing Warrant Agreement by the Company to Sirius pursuant to Section 1.1 hereof effective as of the Effective Time, and the assumption of the Existing Warrant Agreement by Sirius from the Company pursuant to Section 1.1 hereof effective as of the Effective Time, and to the continuation of the Existing Warrant Agreement in full force and effect from and after the Effective Time, subject at all times to the Existing Warrant Agreement (as amended hereby) and to all of the provisions, covenants, agreements, terms and conditions of the Existing Warrant Agreement and this Agreement.

2. Amendment of Existing Warrant Agreement . The Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2 , effective as of the Effective Time, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are necessary or desirable and that such amendments do not adversely affect the interests of the Registered Holders.

2.1 Preamble . The preamble on page one of the Existing Warrant Agreement is hereby amended by deleting “Easterly Acquisition Corp., a Delaware corporation” and replacing it with “Sirius International Insurance Group, Ltd., a Bermuda exempted company limited”. As a result

thereof, all references to the “Company” in the Existing Warrant Agreement shall be references to Sirius International Insurance Group, Ltd. rather than Easterly Acquisition Corp.

2.2 Recitals . The recitals on page one of the Existing Warrant Agreement are hereby deleted and replaced in their entirety as follows:

“WHEREAS, on July 29, 2015, Easterly Acquisition Corp. (“ Easterly ”) entered into that certain Sponsor Warrants Purchase Agreement (the “ Private Placement Warrants Purchase Agreement ”) with Easterly Acquisition Sponsor, LLC, a Delaware limited liability company (the “ Sponsor ”), pursuant to which the Sponsor agreed to purchase an aggregate of 6,250,000 warrants (or up to 6,925,000 warrants if the Over-allotment Option (as defined below) in connection with the Offering (as defined below) is exercised in full) simultaneously with the closing of the Offering bearing the legend set forth in Exhibit B hereto (the “ Private Placement Warrants ”) at a purchase price of one dollar ($1.00) per Private Placement Warrant;

WHEREAS, pursuant to the Private Placement Warrants Purchase Agreement, in connection with the Offering (including the partial exercise by the underwriters of the Over-allotment Option in the Offering), the Sponsor purchased 6,750,000 Private Placement Warrants; and

WHEREAS, on August 4, 2015, Easterly consummated an initial public offering of 20,000,000 units, including 2,000,000 units pursuant to the underwriters’ partial exercise of their over-allotment option (collectively, the “ Offering ”), each such unit comprised of one share of Common Stock (as defined below) and half of one Public Warrant (as defined below) (the “ Units ”) and, in connection therewith, issued and delivered 10,000,000 warrants to public investors in the Offering (the “ Public Warrants ” and, together with the Private Placement Warrants, the “ Warrants ”). Each whole Warrant entitled the holder thereof to purchase one share of common stock of Easterly, par value $0.0001 per share, (“ Common Stock ”), for $11.50 per share, subject to adjustment as described herein. Only whole warrants are exercisable. A holder of the Public Warrants will not be able to exercise any one-half of one Warrant unless it is combined with another one-half of one Warrant; and

WHEREAS, Easterly filed with the Securities and Exchange Commission (the “ Commission ”) registration statements, No. 333-203975 and No. 333-205941, on Form S-1 (together, the “ Registration Statement ”) and prospectus (the “ Prospectus ”), for the registration, under the Securities Act of 1933, as amended (the “ Securities Act ”), of the Units, the Public Warrants and the shares of Common Stock included in the Units; and

WHEREAS, the Company, Easterly and Sirius Acquisitions Holding Company III, a Delaware corporation and a wholly owned subsidiary of the Company (“ Merger Sub ”) are parties to that certain Agreement and Plan of Merger, dated as of June 23, 2018 (the “ Merger Agreement ”), which, among other things, provides for the merger of Merger Sub with and into Easterly with Easterly surviving such merger as a wholly owned subsidiary of the Company (the “ Merger ”), and, as a result of the Merger, the holders of Common Stock shall become holders of holders of the Company’s common

shares of par value U.S.$0.01 each (“ Common Shares ”) with each share of Common Stock exchanged for a fraction of a Common Share at the Exchange Ratio (as defined in the Merger Agreement); and

WHEREAS, on November 5, 2018, Easterly, the Company and the Warrant Agent entered into an Assignment, Assumption and Amendment Agreement (the “ Warrant Assumption Agreement ”), pursuant to which Easterly assigned this Agreement to the Company and the Company assumed this Agreement from Easterly; and

WHEREAS, pursuant to the Merger Agreement, the Warrant Assumption Agreement and Section 4.4 of this Agreement, effective as of the Effective Time (as defined in the Merger Agreement), Warrants will no longer be exercisable for shares of Common Stock but instead will be exercisable (subject to the terms and conditions of this Agreement) for Common Shares; and

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:”

2.3 Reference to Common Shares . All references to “Common Stock” or “shares of Common Stock” in the Existing Warrant Agreement (including all Exhibits thereto) (except for the references in the amended and restated recitals set forth above in Section 2.2) shall mean “Common Shares”.

2.4 Detachability of Warrants . Section 2.4 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“[INTENTIONALLY OMITTED]”

Except that the defined terms “ Business Day ” and “ Over-allotment Option ” set forth therein shall be retained for all purposes of the Existing Warrant Agreement.

2.5 Warrant Price . The first sentence of Section 3.1 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“Each whole Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company a fraction of a Common Share equal to the Exchange Ratio at the price per Common Share of (x) $11.50 divided by (y) the Exchange Ratio, subject to the adjustments provided in Section 4 hereof and in the last sentence of this Section 3.1 .”

2.6 Duration of Warrants . Section 3.2 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“3.2 Duration of Warrants . A Warrant may be exercised only during the period (the “ Exercise Period ”) commencing on the date that is thirty (30) days after the consummation of the transactions contemplated by the Merger Agreement (a “ Business Combination ”), and terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is five (5) years after the date on which the Business Combination is completed, (y) the liquidation of the Company, or (z) other than with respect to the Private Placement Warrants, the Redemption Date (as defined below) as provided in Section 6.2 hereof (the “ Expiration Date ”); provided , however , that the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement. Except with respect to the right to receive the Redemption Price (as defined below) in the event of a redemption (as set forth in Section 6 hereof), each Warrant not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided , that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.”

2.7 Issuance of shares of Common Stock on Exercise . The third-to-last sentence of Section 3.3.2 of the Existing Warrant Agreement is hereby deleted.

2.8 Redemption . Section 6.1 of the Existing Warrant Agreement is hereby deleted and replaced with the following:

“6.1 Redemption . Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.2 below, at the price of $0.01 per Warrant (the “ Redemption Price ”), provided that the last sales price of a Common Share reported has been at least (x) $18.00 divided by (y) the Exchange Ratio, (subject to adjustment in compliance with Section 4 hereof), on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third Business Day prior to the date on which notice of the redemption is given and provided that there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below) or the

Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection 3.3.1 .”

2.9 Notice . The address for notices to the Company set forth in Section 9.2 of the Existing Warrant Agreement is hereby amended and restated in its entirety as follows:

“Sirius International Insurance Group, Ltd.
14 Wesley Street, 5th Floor

Hamilton HM11 Bermuda
Attention: Gene Boxer
Email: Gene.Boxer@siriusgroup.com “

3. Miscellaneous Provisions .

3.1 Effectiveness of Warrant . Each of the parties hereto acknowledges and agrees that the effectiveness of this Agreement shall be expressly subject to the occurrence of the Merger (as defined in the Merger Agreement) and shall automatically be terminated and shall be null and void if the Merger Agreement shall be terminated for any reason.

3.2 Successors . All the covenants and provisions of this Agreement by or for the benefit of Sirius or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

3.3 Severability . This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

3.4 Applicable Law . The validity, interpretation and performance of this Agreement shall be governed in all respects by the laws of the State of New York, without giving effect to conflict of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereby agree that any action, proceeding or claim against a party arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

3.5 Examination of the Warrant Agreement . A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit his Warrant for inspection by it.

3.6 Counterparts . This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

3.7 Effect of Headings . The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.

3.8 Entire Agreement . This Agreement and the Existing Warrant Agreement, as modified by this Agreement, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, Sirius, Easterly, and Merger Sub have duly executed this Agreement, all as of the date first written above.

EASTERLY ACQUISITION CORP.

By:		/s/ Avshalom Kalichstein
	Name:	Avshalom Kalichstein
	Title:	Chief Executive Officer


SIRIUS INTERNATIONAL INSURANCE GROUP, LTD.

By:		/s/ Allan L. Waters
	Name:	Allan L. Waters
	Title:	Chief Executive Officer


CONTINENTAL STOCK TRANSFER & TRUST COMPANY

By:		/s/ Erika Young
	Name:	Erika Young
	Title:	Vice President

[Signature page to Assignment, Assumption and Amendment Agreement]

Exhibit 10.4

EXECUTION VERSION

REDEMPTION AGREEMENT

This REDEMPTION AGREEMENT (this “ Agreement ”) is made as of November 2, 2018 by and between Sirius International Insurance Group, Ltd., a Bermuda exempted company (“ Sirius ”) and CM Bermuda Ltd., a Bermuda exempted company (“ CMB ”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).

RECITALS

WHEREAS, CMB owns an aggregate of 120,000,000 Common Shares, par value $0.01 per share of Sirius (“ Sirius Common Shares ”), representing all of the issued and outstanding Sirius Common Shares;

WHEREAS, Sirius has entered into that certain Agreement and Plan of Merger, by and among Sirius, Easterly Acquisition Corp. (“ Easterly ”) and Sirius Acquisition Holding Company III (“ Merger Sub ”), dated June 23, 2018 (as may be amended, modified, supplemented or restated from time to time, the “ Merger Agreement ”), pursuant to which, among other things, Merger Sub will be merged (the “ Merger ”) with and into Easterly, with Easterly being the surviving entity in the Merger and the Surviving Company becoming a wholly owned subsidiary of Sirius, and the shareholders of Easterly receiving Sirius Common Shares in exchange for their shares of Easterly;

WHEREAS , the parties desire that Sirius redeem, at a price per share equal to $17.22447, which amount is equal to (x) 1.05 multiplied by (y) the Estimated Adjusted September 30 DBVPS (such price per share, the “ Redemption Price Per Share ”), 9,519,280 Sirius Common Shares from CMB (such shares, the “ Redeemed Shares ,” and such repurchase, the “ Redemption ”); and

WHEREAS, an amount equal to the Redemption Price Per Share, multiplied by the number of Redeemed shares (the “ Aggregate Redemption Amount ”) shall be funded from cash to be distributed by Sirius Bermuda Insurance Company Ltd. (“ Sirius Bermuda ”) through its chain of ownership up to Sirius in order to effect the Redemption (and not, for the avoidance of doubt, out of the funds released from the Trust Account in connection with the completion of the Merger pursuant to the Merger Agreement).

NOW, THEREFORE , in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein, and for other good and valuable consideration, CMB and Sirius agree as follows:

AGREEMENTS

1. Redemption . Effective as of the Redemption Closing (as defined below), and subject to the satisfaction or waiver of the conditions set forth in Section 6 , Sirius shall purchase and redeem from CMB, and CMB shall sell to Sirius, the Redeemed Shares, free and clear of all liens, security interests, encumbrances, claims and charges whatsoever. The Aggregate Redemption Amount for the Redemption Shares shall be paid in cash by or on behalf of Sirius no

later than November 16, 2018, by wire transfer of immediately available funds according to wire instructions provided by CMB no later than November 14, 2018.

2. Representations and Warranties of CMB . CMB hereby represents and warrants to Sirius that (i) the Redeemed Shares are owned by CMB free and clear of all liens, security interests, encumbrances, claims and charges whatsoever, (ii) CMB has full power and authority to sell, assign and transfer its interest in the Redeemed Shares and (iii) this Agreement has been duly and validly executed by CMB and constitutes a valid and legally binding obligation of CMB, enforceable in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to creditors’ rights generally and general principles of equity.

3. Representations and Warranties of Sirius . Sirius hereby represents and warrants to CMB that (i) this Agreement has been duly and validly executed by Sirius and constitutes a valid and legally binding obligation of Sirius, enforceable in accordance with its terms, except as such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to creditors’ rights generally and general principles of equity, (ii) assuming the occurrence of the Closing prior to the Redemption, neither the execution of this Agreement nor the consummation of the Redemption will (A) conflict with or violate any provision of the bye-laws or any other constitutional documents of Sirius, (B) violate any law or order applicable to Sirius or any of its Subsidiaries within the chain of ownership of and including Sirius Bermuda (“ Applicable Subsidiaries ”) or any of their respective properties or assets or (C) violate, conflict with, result in the loss of any material benefit under, constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate the performance required by, or result in the creation of any lien upon any of the respective properties or assets of Sirius or any of the Applicable Subsidiaries under, any of the terms, conditions or provisions of any contract to which Sirius or any of the Applicable Subsidiaries is a party, or by which they or any of their respective properties or assets may be bound or affected and (iv) the Aggregate Redemption Amount for the Redeemed Shares shall be funded from Sirius Bermuda’s cash on hand, and not, for the avoidance of doubt, from the funds released from the Trust Account in connection with the completion of the Merger.

4. Entire Agreement . This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof. There are no representations, warranties, understandings or agreements among the parties hereto with respect to the subject matter hereof other than as set forth herein.

5. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of Bermuda, without giving effect to any choice of law or conflict of law rules or provisions (whether of Bermuda or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than Bermuda. In furtherance of the foregoing, the internal laws of Bermuda shall control the interpretation and construction of this Agreement, even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction may ordinarily apply.

6. Conditions; Closing; Termination . The obligations of each of the parties hereto to effect the Redemption is subject to (i) the occurrence of the Closing and (ii) the receipt of all regulatory approvals and third party consents necessary to effect the Redemption. The closing of the Redemption (the “ Redemption Closing ”) shall occur on such date (the “ Closing Date ”) as may be mutually agreed in writing between Sirius and CMB following satisfaction of the conditions described in the immediately preceding sentence. In the event that the Merger Agreement is terminated in accordance with its terms, this Agreement shall terminate and become null and void and shall be of no further force and effect.

7. Severability . Should any provision of this Agreement be declared invalid by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

8. Further Action . Each party agrees to take all further actions to effectuate the terms and intentions of this Agreement, including the conveyance to Sirius of all right, title and interest in and to the Redeemed Shares of CMB, as reasonably requested by the other party.

9. Counterparts . This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. Execution and delivery of this Agreement by facsimile or other electronic exchange bearing the copies of a party’s signature shall constitute a valid and binding execution and delivery of this Agreement by such party. Such facsimile or other electronic copies shall constitute enforceable original documents.

[ Signature page follows ]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

	SIRIUS INTERNATIONAL INSURANCE GROUP, LTD.


	By:	/s/ Allan L. Waters
	Name:	Allan L. Waters
	Title:	Chief Executive Officer


	CM BERMUDA LTD.


	By:	/s/ Laurence Liao
	Name:	Laurence Liao
	Title:	Chief Executive Officer

[ Signature page to Redemption Agreement ]

Exhibit 10.5

Execution Version

REDEMPTION AGREEMENT

This REDEMPTION AGREEMENT (this “ Agreement ”) is made as of July 14, 2018 by and between Sirius International Insurance Group, Ltd., a Bermuda exempted company (“ Sirius ”), IMG Acquisition Holdings, LLC, a Delaware limited liability company (“ IMGAH ”), and Sirius Acquisitions Holding Company II (“ SAHC ”). Capitalized terms used but not defined herein shall have the meaning assigned to them in the Merger Agreement (as defined below).

RECITALS

WHEREAS, IMGAH owns 100,000 Series A Preference Shares, par value U.S.$0.01 per share, of Sirius (the “ Preference Shares ”);

WHEREAS, Sirius has entered into that certain Agreement and Plan of Merger, by and among Sirius, Easterly Acquisition Corp. (“ Easterly ”) and Sirius Acquisitions Holding Company III (“ Merger Sub ”), dated June 23, 2018 (the “ Easterly Merger Agreement ”);

WHEREAS , upon and subject to the closing of the merger contemplated under the Easterly Merger Agreement, the parties desire that Sirius redeem all of the Preference Shares for an aggregate redemption amount of $95,000,000 (such amount, the “ Redemption Amount ,” such redeemed shares, the “ Redeemed Shares ,” and such repurchase, the “ Redemption ”);

WHEREAS , in connection with the Redemption, the parties desire to terminate that certain Shareholder’s Agreement (the “ Shareholder’s Agreement ”), by and between Sirius and IMGAH, dated as of May 26, 2017, and that certain Registration Rights Agreement (the “ Registration Rights Agreement ”), by and between Sirius and IMGAH, dated as of May 26, 2017, effective, in each case, as of the Redemption Closing (as defined below); and

WHEREAS , in connection with the Redemption and effective as of the Redemption Closing, the parties desire to amend that certain Agreement and Plan of Merger (the “ Merger Agreement ”), by and among IMGAH, Sirius, IMG Intermediate, Inc. and SAHC, dated as of May 26, 2017, pursuant to Section 9.9 thereof.

AGREEMENTS

1. Redemption . On the date of the Redemption Closing, Sirius shall purchase and redeem from IMGAH, and IMGAH shall sell to Sirius, all of the Redeemed Shares, free and clear of all liens, security interests, encumbrances, claims and charges whatsoever (other than restrictions under applicable securities laws or the security interest granted pursuant to Section 8.8 of the Merger Agreement). The Redemption Amount for the Redemption Shares shall be paid in cash by or on behalf of Sirius on the date of the Redemption Closing, by wire transfer of

immediately available U.S. dollars according to wire instructions provided by IMGAH at least two (2) Business Days in advance of the Redemption Closing.

2. Representations and Warranties of IMGAH . IMGAH hereby represents and warrants to Sirius that, as of the date hereof and as of the Redemption Closing, (i) the Redeemed Shares are owned by IMGAH free and clear of all liens, security interests, encumbrances, claims and charges whatsoever (other than restrictions under applicable securities laws or the security interest granted pursuant to Section 8.8 of the Merger Agreement), (ii) IMGAH has the requisite limited liability company power and authority to sell, assign and transfer its interest in the Redeemed Shares, (iii) this Agreement has been duly and validly executed by IMGAH and constitutes a valid and legally binding obligation of IMGAH, enforceable in accordance with its terms, except (a) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws affecting the enforcement of creditors’ rights generally and general principles of equity and (b) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought, (iv) neither the execution of this Agreement nor the consummation of the Redemption will (A) conflict with or violate any provision of the by-laws or any other constitutional documents of IMGAH, (B) result in a material violation or breach of, or constitute (with or without due notice or lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which IMGAH is a party or by which IMGAH or any of its properties or assets may be bound or (C) violate any law or order applicable to IMGAH. No material notices to, filings with, or authorization, consent or approval of any Governmental Entity or any other Person is necessary for the execution, delivery or performance of this Agreement by IMGAH or the consummation by IMGAH of the transactions contemplated hereby. There is no Proceeding pending or, to IMGAH’s Knowledge, threatened in writing or under investigation against IMGAH by any Person not party to this Agreement before any Governmental Entity that would prevent or materially delay this Agreement or the consummation of the other transactions contemplated hereby. IMGAH is not subject to any outstanding order, writ, injunction or decree that would prevent or materially delay the execution and delivery of this Agreement or consummation of the transactions contemplated hereby.

3. Representations and Warranties of Sirius . Sirius hereby represents and warrants to IMGAH that, as of the date hereof and as of the Redemption Closing, (i) Sirius has the requisite corporate power and authority to repurchase and redeem the Redeemed Shares, (ii) this Agreement has been duly and validly executed by Sirius and constitutes a valid and legally binding obligation of Sirius, enforceable in accordance with its terms, except (a) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other laws affecting the enforcement of creditors’ rights generally and general principles of equity (b) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought, and (iii) neither the execution of this Agreement nor the consummation of the Redemption will (A) conflict with or violate any provision of the bye-laws or any other constitutional documents of Sirius, (B) subject to obtaining the required lender consents under Sirius’s Credit Agreement dated February 8, 2018 (the “ Required Lender Consent ”), result in a material violation or breach of, or constitute (with or without due notice or

lapse of time or both) a default or give rise to any right of termination, cancellation or acceleration under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which Sirius or any of its Subsidiaries is a party or by which Sirius or any of its Subsidiaries or any of their respective properties or assets may be bound or (C) violate any law or order applicable to Sirius or any of its Subsidiaries. No material notices to, filings with, or authorization, consent or approval of any Governmental Entity or any other Person (including Easterly, CM Bermuda Limited, China Minsheng International Holding Pte. Ltd. or any of their respective Affiliates) is necessary for the execution, delivery or performance of this Agreement by Sirius or the consummation by Sirius of the transactions contemplated hereby. There is no Proceeding pending or, to Sirius’s Knowledge, threatened in writing or under investigation against Sirius or any of its Subsidiaries by any Person not party to this Agreement before any Governmental Entity that would prevent or materially delay the consummation of the transactions contemplated hereby. Sirius and its Subsidiaries are not subject to any outstanding order, writ, injunction or decree that would prevent or materially delay the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. Sirius has, and will have on the date of the Redemption Closing, sufficient funds available to pay the Redemption Amount and the fees and expenses of Sirius related to the transactions contemplated hereby. To the Knowledge of Sirius, there is no circumstance or condition that could reasonably be expected to prevent or substantially delay the availability of such funds at the Redemption Closing. Without limiting the generality of the foregoing, the ability of Sirius to pay the Redemption Amount is not contingent on Sirius’ ability to complete any public offering or private placement of debt or equity securities or to obtain any other type of financing prior to the Redemption Closing. Assuming the representations and warranties of IMGAH contained in this Agreement are true in all material respects, at and immediately after the Redemption Closing, and after giving effect to the Redemption and the other transactions contemplated by the Easterly Merger Agreement, Sirius will not (a) be insolvent, (b) have unreasonably small capital with which to engage in its business or (c) have incurred debts (and does not immediately plan to incur debt) beyond its ability to pay such debts as they become due.

4. Termination of Shareholder’s Agreement and Registration Rights Agreement . The parties hereby agree that, effective as of the Redemption Closing, the Registration Rights Agreement and the Shareholder’s Agreement shall automatically terminate without any further action on the part of the parties hereto, and shall be of no further force or effect, and that the parties thereto shall have no further rights or obligations under such agreements (including, but not limited to, information and observer rights, tag-along rights, drag-along rights, rights to the Value-True Up (as such term is defined in the Shareholders Agreement), restrictions on future equity issuances and registration rights), in each case as set forth in the Shareholder’s Agreement and Registration Rights Agreement; provided , however, that Section 3.4 and Article 8 of the Shareholder’s Agreement shall remain in full force and effect until the three (3) year anniversary of the Redemption Closing.

5. No Rights under the Certificate of Designation . The parties hereby agree that, effective as of the Redemption Closing, IMGAH and Sirius shall have no rights or obligations (including, but not limited to, voting rights or powers, rights to dividends (including with respect to any accrued or unpaid dividends), participating, optional or other special rights, liquidation rights, redemption rights, conversion rights or any other rights of any kind whatsoever) under the

Certificate of Designation of Series A Preference Shares of Sirius International Insurance Group, Ltd., adopted by the Board of Directors of Sirius on May 26, 2017 (the “ Certificate of Designation ”). IMGAH acknowledges and agrees that the Board of Directors of Sirius will have the right to adopt and pass any resolutions, and Sirius or its authorized representatives will have the right to file any necessary documents (including, but not limited to, additional certificates of designations or amendments and restatements of the Certificate of Designation) in respect of the Certificate of Designation and the Preference Shares, effective following the Redemption Closing, including resolutions and/or documents providing that (i) there are no Preference Shares issued and outstanding, (ii) no Preference Shares shall be issued under the Certificate of Designation and (iii) all matters set forth in the Certificate of Designation with respect to the Preference Shares shall be of no force and effect.

6. Amendments to the Merger Agreement . The parties agree that, effective as of the Redemption Closing (i) any payment of Earn-Out Consideration under the Merger Agreement shall be payable in cash and not in Preference Shares and (ii) the Merger Agreement shall be amended as set forth below:

(a) The definition of “2017 Earn-Out Consideration” in Section 1.1 of the Merger Agreement shall be deleted in its entirety and replaced with the following:

“ “ 2017 Earn-Out Consideration ” means an amount in cash equal to the product of (i) an amount equal to (x) 2017 EBITDA, minus (y) $32,700,000 and (ii) 145%.”

(b) The definition of “2018 Earn-Out Consideration” in Section 1.1 of the Merger Agreement shall be deleted in its entirety and replaced with the following:

“ “ 2018 Earn-Out Consideration ” means an amount in cash equal to the product of (i) an amount equal to (x) 2018 EBITDA, minus (y) $32,700,000 and (ii) 145%.”

(c) The definition of “2019 Earn-Out Consideration” in Section 1.1 of the Merger Agreement shall be deleted in its entirety and replaced with the following:

“ “ 2019 Earn-Out Consideration ” means an amount in cash equal to the product of (i) an amount equal to (x) 2019 EBITDA, minus (y) $32,700,000 and (ii) 145%.”

(d) Each reference to “Earn-Out Issuance” or “Earn-Out Issuances” in the Merger Agreement shall be deleted in its entirety and replaced with “Earn-Out Payment” or “Earn-Out Payments,” respectively.

(e) Each reference to “Qualified Public Offering”, “Liquidity Event”, “Preferred Stock Release Date” and “Value True-Up” shall be deleted in its entirety.

(f) Section 2.12(a) of the Merger Agreement shall be deleted in its entirety and replaced with the following:

“(a) Generally . As additional consideration to Seller hereunder, Seller shall be entitled to receive additional cash payments in an aggregate amount equal to the 2017 Earn-Out Consideration, the 2018 Earn-Out Consideration and the 2019 Earn-Out Consideration (each

such issuance, an “ Earn-Out Payment ”) as set forth in this Section 2.12 ; provided , that in no event shall the aggregate value of the Earn-Out Payments result in cash payments in excess of $50,000,000 (as such amount may be reduced pursuant to Section 8.6(b) , the “ Earn-Out Cap ”). Each Earn-Out Payment shall be paid as and when required by Section 2.12(f) , and shall be subject to the review and dispute procedures set forth in Section 2.12(e) . For illustrative purposes only, a sample calculation of the 2017 Earn-Out Consideration, the 2018 Earn-Out Consideration and the 2019 Earn-Out Consideration is attached hereto as Exhibit D .”

(g) Section 2.12(f) of the Merger Agreement shall be deleted in its entirety and replaced with the following:

“(f) Payment . As promptly as practicable (but in any event within five (5) Business Days) after the final determination of the 2017 Earn-Out Consideration, the 2018 Earn-Out Consideration and the 2019 Earn-Out Consideration, as applicable, pursuant to Section 2.12(e) , Parent shall pay to Seller the 2017 Earn-Out Consideration, the 2018 Earn-Out Consideration and the 2019 Earn-Out Consideration, as applicable; provided , that in no event shall the aggregate value of the Earn-Out Payments exceed the Earn-Out Cap. For the avoidance of doubt, the Parties agree that (i) all Earn-Out Consideration shall be paid prior to the fifth (5th) anniversary of the Closing Date and (ii) the maximum amount of cash that may be paid pursuant to this Agreement shall not exceed $50,000,000.”

(h) Section 2.12(h) of the Merger Agreement shall be deleted in its entirety and replaced with the following:

“(h) Acceleration . If a Parent Change of Control occurs prior to the final determination or payment of any Earn-Out Payment in accordance with this Section 2.12 , then at or prior to the consummation of such Parent Change of Control, Parent shall pay to Seller the amount in cash necessary to make the aggregate value of cash paid pursuant to this Section 2.12 equal to the Earn-Out Cap (the “ Accelerated Earn-Out Consideration ”) as of the date of the payment of such Accelerated Earn-Out Consideration.”

(i) Section 8.1 shall be deleted in its entirety and replaced with the following:

“ Section 8.1 Survival of Representations, Warranties and Covenants . The representations, warranties and covenants of the Company, Seller, Parent and Merger Sub contained herein shall survive the Closing until the date that is twelve (12) months following the Closing Date; provided, that the representations and warranties of Seller, Parent and Merger Sub contained in (x) Section 3.15, shall survive the Closing until the date that is thirty (30) days following the expiration of the statute of limitations applicable to the underlying Tax claim and (y) Section 3.1, Section 3.2, Section 3.3, Section 3.15, Section 3.16, Section 3.22, Section 4.1, Section 4.2, Section 4.4, Section 4.6, Section 5.1, Section 5.2 and Section 5.3 shall survive the Closing indefinitely; provided, further, that notwithstanding the foregoing, the representations and warranties set forth in the foregoing proviso shall terminate and no longer survive upon the termination of the Earn-Out Periods (the representations and warranties contained in this Section 8.1, the “Fundamental Representations”). The representations and warranties of Seller, Parent and Merger Sub contained in Exhibit I shall terminate and be of no further force or effect upon the Closing.”

(j) Section 8.6(b) shall be deleted in its entirety and replaced with the following:

“(b) With respect to any payment required under this Article 8 to be made by Seller after the final determination thereof, the sole and exclusive source of payment for Parent shall consist of the right of Parent to satisfy the amount of such payment by set-off, offset and reduction of the Earn-Out Consideration otherwise payable or to become payable pursuant to Section 12.2(f) and the Earn-Out Cap shall be reduced by the amount of any such set-off, offset or reduction. Parent shall not, for the avoidance of doubt, have any entitlement to seek indemnification directly from Seller or have recourse to any other assets of Seller other than reduction of the Earn-Out Consideration and the corresponding reduction in the Earn-Out Cap.”

(k) Section 8.7 and Section 8.8 of the Merger Agreement, and all references thereto, shall be deleted from the Merger Agreement in their entirety.

7. Certain Covenants in respect of the Merger Agreement . The parties agree that, immediately following the Redemption Closing, (i) the security interest granted pursuant to Section 8.8 of the Merger Agreement shall terminate and be released with respect to the Collateral (including the Preference Shares) and (ii) IMGAH shall be entitled to file any termination statements under the New York UCC or otherwise to evidence the release of such security interest in the Collateral (including the Preference Shares). Promptly following the Redemption Closing, Sirius and IMGAH shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to disburse (a) to Sirius the Preference Shares held in the Escrow Account and (b) to IMGAH any portion of the Collateral remaining in the Escrow Account (other than the Preference Shares). Sirius hereby acknowledges and agrees that the Collateral (including the Preference Shares) is not subject to any pending claim for indemnification pursuant to the Merger Agreement and Sirius represents and warrants to IMGAH that, as of the date hereof, Sirius does not have Knowledge of any breaches of the representations and warranties made by IMGAH in the Merger Agreement as a basis for a claim for indemnification under the Merger Agreement, and covenants and agrees that, following the Redemption Closing, Sirius shall not be entitled to seek recovery against the Collateral in connection with any claim for indemnification pursuant to the Merger Agreement. The parties hereby acknowledge and agree that, except for the amendments to the Merger Agreement and the covenants set forth in this Section 7 , the Merger Agreement shall remain in full force and effect. In furtherance of the foregoing and for the avoidance of doubt, Sirius hereby covenants and agrees that (a) Sirius shall continue to provide IMGAH with the audited financial statements of the IMG Group Companies for 2018 and 2019, accompanied by the Earn-Out Statement for such period, which shall substantially be in the form provided to IMGAH for 2017, and (b) Section 2.12(e) of the Merger Agreement shall remain in full force and effect.

8. Release of Sirius . Effective as of the Redemption Closing and receipt of payment of the Redemption Amount in immediately available US dollars, IMGAH, for itself and on behalf of its Affiliates, any of their respective successors, assigns, officers, directors, current and future equityholders, partners, managers and employees (each, an “ IMGAH Releasor ”), hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all rights, claims, demands, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any

IMGAH Releasor has, may have or might have or may assert now or in the future, against Sirius, its Affiliates, equityholders and any of their respective successors, assigns, officers, directors, partners, managers and employees, (in each case, in their capacity as such) (each, a “ Sirius Releasee ”), arising out of, related to, based upon or resulting from the Preference Shares or IMGAH’s status as a holder of the Preference Shares, the Shareholders Agreement, the Certificate of Designation or the Registration Rights Agreement, other than the rights provided under this Agreement or under the Merger Agreement. IMGAH shall, and shall cause each IMGAH Releasor to, refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting or maintaining, or causing to be commenced, any legal or arbitral proceeding of any kind against any Sirius Releasee based upon any matter released pursuant to this Section 8 , other than a proceeding to enforce this Agreement. The execution and delivery of this Agreement shall not constitute an acknowledgment of, or an admission by, any IMGAH Releasor of the existence of any such claims or of liability for any matter or precedent upon which any liability may be asserted. Effective as of the Redemption Closing and receipt of payment of the Redemption Amount in immediately available US dollars, each IMGAH Releasor hereby irrevocably and forever waives and releases any right to indemnification, contribution, reimbursement, set-off or other rights to recovery that such IMGAH Releasor might otherwise have against any Sirius Releasee with respect to representations and warranties made, and the covenants, obligations and agreements to be performed under, the Shareholders Agreement, the Certificate of Designation and the Registration Rights Agreement.

9. Release of IMGAH . Effective as of the Redemption Closing, Sirius, for itself and on behalf of its Affiliates, any of their respective successors, assigns, officers, current and future equityholders, directors, partners, managers and employees (each, a “ Sirius Releasor ”), hereby irrevocably, knowingly and voluntarily releases, discharges and forever waives and relinquishes all rights, claims, demands, liabilities, defenses, affirmative defenses, setoffs, counterclaims, actions and causes of action of whatever kind or nature, whether known or unknown, which any Sirius Releasor has, may have or might have or may assert now or in the future, against IMGAH, its Affiliates, equityholders, and any of their respective successors, assigns, officers, directors, partners, managers and employees, (in each case, in their capacity as such) (each, an “ IMGAH Releasee ”), arising out of, related to, based upon or resulting from the Preference Shares or IMGAH’s status as a holder of the Preference Shares, the Shareholders Agreement, the Certificate of Designation or the Registration Rights Agreement, other than the rights provided under this Agreement or under the Merger Agreement. Sirius shall, and shall cause each Sirius Releasor to, refrain from, directly or indirectly, asserting any claim or demand or commencing, instituting or maintaining, or causing to be commenced, any legal or arbitral proceeding of any kind against any IMGAH Releasee based upon any matter released pursuant to this Section 9 , other than a proceeding to enforce this Agreement. The execution and delivery of this Agreement shall not constitute an acknowledgment of, or an admission by, any Sirius Releasor of the existence of any such claims or of liability for any matter or precedent upon which any liability may be asserted. Effective as of the Redemption Closing, each Sirius Releasor hereby irrevocably and forever waives and releases any right to indemnification, contribution, reimbursement, set-off or other rights to recovery that such Sirius Releasor might otherwise have against any IMGAH Releasee with respect to representations and warranties made, and the covenants, obligations and agreements to be performed under, the Shareholders Agreement, the Certificate of Designation and the Registration Rights Agreement.

10. Entire Agreement; Third-Party Beneficiaries: Amendments and Waivers . This Agreement, together with the Merger Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements, understandings, discussions, offers and proposals, both written and oral, among the parties hereto with respect to the subject matter hereof (including the Preference Shares). There are no representations, warranties, understandings or agreements among the parties hereto with respect to the subject matter hereof other than as set forth herein and each party acknowledges and agrees that neither party shall be entitled to rely upon any representations or warranties regarding the subject matter hereof (including the Preference Shares) other than as set forth herein. The representations, warranties, covenants and agreements of the parties hereto shall survive the Redemption Closing, and termination of this Agreement. IMGAH, on the one hand, and Sirius and SAHC, on the other hand, shall indemnify each other for all Losses incurred by IMGAH, or Sirius and SAHC, respectively, arising out of breaches by Sirius and SAHC or IMGAH, as applicable, of the foregoing representations, warranties, covenants and agreements. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and its successors and permitted assigns and, except as provided in Section 8 or Section 9 hereof, nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement. Any amendment of this Agreement shall require the written agreement of each of the parties hereto. Any agreement on the part of any party hereto to any waiver of any rights hereunder shall be valid only if set forth in a written instrument signed on behalf of such party. The failure of any party to assert any of its rights hereunder shall not constitute a waiver of such rights.

11. Governing Law; Jurisdiction and Venue; Waiver of Jury Trial . This Agreement shall be governed by, and construed in accordance with, the laws of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than New York. In furtherance of the foregoing, the internal laws of New York shall control the interpretation and construction of this Agreement, even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction may ordinarily apply. EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREES THAT ALL CLAIMS IN RESPECT OF THE ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND AGREES NOT TO BRING ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY OTHER COURT. EACH PARTY WAIVES ANY DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING SO BROUGHT AND WAIVES ANY BOND, SURETY OR OTHER SECURITY THAT MIGHT BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO. EACH PARTY AGREES THAT SERVICE OF SUMMONS AND COMPLAINT OR ANY OTHER PROCESS THAT MIGHT BE SERVED IN ANY ACTION OR PROCEEDING MAY BE MADE ON SUCH PARTY BY SENDING OR DELIVERING A COPY OF THE PROCESS TO THE PARTY TO BE SERVED AT THE ADDRESS OF THE PARTY AND IN THE MANNER PROVIDED FOR THE GIVING OF NOTICES IN SECTION 9.2 OF THE MERGER AGREEMENT. NOTHING IN THIS SECTION 11 , HOWEVER, SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH PARTY AGREES THAT A FINAL, NON-APPEALABLE JUDGMENT IN ANY ACTION OR PROCEEDING SO BROUGHT

SHALL BE CONCLUSIVE AND MAY BE ENFORCED BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY, OR OTHERWISE. EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

12. Redemption Closing; Termination . The obligations of each of the parties hereto to consummate the Redemption is subject to the occurrence of the Closing (as defined in the Easterly Merger Agreement) (and no other condition, incuding, for the avoidance of doubt, the Required Lender Consent), and the Redemption shall occur upon the Closing Date of the Merger (as each term is defined in the Easterly Merger Agreement) becoming effective (such date, the “ Redemption Closing ”). In the event that the Easterly Merger Agreement is terminated in accordance with its terms, this Agreement shall terminate and become null and void and shall be of no further force and effect; provided , that the liability of any party for breach of this Agreement prior to termination shall survive termination. Notwithstanding the foregoing, in the event that the Redemption Closing does not occur on or prior to November 30, 2018, this Agreement shall automatically terminate and become null and void and shall be of no further force and effect; provided , that the liability of any party for breach of this Agreement prior to termination shall survive termination.

13. Severability . Should any provision of this Agreement be declared invalid by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

14. Further Action . Each party agrees to use commercially reasonable efforts to take all further actions to effectuate the terms and intentions of this Agreement, including the conveyance to Sirius of all right, title and interest in and to the Redeemed Shares, as reasonably requested by the other party. In furthance of the foregoing, each party agrees to use commercially reasonable efforts to provide any material notices to, make any material filings with, or obtain any authorization, consent or approval of any Governmental Entity or any other Person necessary for the consummation by the parties of the transactions contemplated hereby, and Sirius shall use commercially reasonable efforts to obtain the Required Lender Consent. Sirius shall indemnify IMGAH for all Losses incurred by IMGAH arising out of the failure of Sirius to obtain the Required Lender Consent. The parties agree that neither party shall be treated as having breached any representation, warranty or covenant under the Merger Agreement solely as a result of the execution of this Redemption Agreement or the consummation of the transactions set forth herein in accordance with their terms.

15. Non-Recourse . Sirius hereby agrees and acknowledges that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future equityholder, director, officer, employee or member of

IMGAH or of any Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of IMGAH or any current or future member of IMGAH or any current or future director, officer, employee or member of IMGAH or of any Affiliate or assignee thereof, as such, for any obligation of IMGAH under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

16. Interpretation . No party hereto, nor its respective counsel, shall be deemed the drafter of this Agreement for purposes of construing the provisions hereof. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words, “herein,” “hereto,” “hereof” and words of similar import refer to this Agreement as a whole and not to any particular section, subsection paragraph, subparagraph or clause contained in this Agreement; (ii) masculine gender shall also include the feminine and neutral genders, and vice versa; (iii) words importing the singular shall also include the plural, and vice versa; and (iv) the words “include,” “includes” or “including” shall be deemed to be followed by the words “without limitation”.

17. Expenses . All fees and expenses incurred in connection with the transactions contemplated by this Agreement, including the fees and disbursements of counsel, financial advisors and accountants, shall be paid by the party to this Agreement incurring such fees or expenses.

18. Press Releases and Communication . No press release or public announcement related to this Agreement or the transactions contemplated herein will be issued or made by any party hereto without the joint approval of the parties hereto, unless required by applicable law (in the reasonable opinion of counsel (which may be internal counsel)) in which case the other party will have the right to review and comment on the press release, announcement or communication prior to its issuance, distribution or publication. Notwithstanding the foregoing or anything in the Merger Agreement, Sirius may disclose this Agreement and its contents in accordance with applicable Law, including filings made with applicable regulators, including the U.S. Securities and Exchange Commission, without IMGAH’s prior review or consent.

19. Remedies . Except as otherwise expressly provided herein, any and all remedies provided herein will be deemed cumulative with and not exclusive of any other remedy conferred hereby, or by law or equity upon such party hereto, and the exercise by a party hereto of any one remedy will not preclude the exercise of any other remedy. The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the parties hereto do not perform their respective obligations under the provisions of this Agreement in accordance with their specific terms or otherwise breach such provisions. It is accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, in each case without posting a bond or undertaking, this being in addition to any other remedy to which they are entitled at law or in equity. Each party hereto agrees that it will

not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other parties have an adequate remedy at law or an award of specific performance is not an appropriate remedy for any reason at law or equity.

20. Counterparts . This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. Execution and delivery of this Agreement by facsimile or other electronic exchange bearing the copies of a party’s signature shall constitute a valid and binding execution and delivery of this Agreement by such party. Such facsimile or other electronic copies shall constitute enforceable original documents.

[ Signature page follows ]

IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written.

	SIRIUS INTERNATIONAL ISURANCE GROUP, LTD.

	By:	/s/ Kip Oberting
	Name:	Kip Oberting
	Title:	EVP & CFO


	IMG ACQUISITION HOLDINGS, LLC


	By:	/s/ Brent Stone
	Name:	Brent Stone
	Title:	Authorized Signatory


	SIRIUS ACQUISITIONS HOLDING COMPANY II


	By:	/s/ Ralph Salamon
	Name:	Ralph Salamon
	Title:	President

[ Signature page to IMGAH Redemption Agreement ]

Exhibit 10.6

SIRIUS GROUP

2018 EMPLOYEE SHARE PURCHASE PLAN

1. PURPOSE

This Sirius Group 2018 Employee Share Purchase Plan has been established to enable eligible employees of the Company and its subsidiaries to acquire Common Shares at a discounted purchase price in connection with the transactions contemplated by the Merger Agreement pursuant to which the Company becomes publicly traded on the Nasdaq Stock Market, to encourage continued employee interest in the operation, growth and development of the Company, to provide an additional investment opportunity to employees and to align the interests of such employees with those of the Company’s shareholders. This Plan is not intended to qualify as an employee stock purchase plan under Section 423 of the U.S. Internal Revenue Code of 1986, as amended.

2. DEFINITIONS AND INTERPRETATION

2.1 “Administrator” means the person appointed by the Company under Section 6 to administer the Plan.

2.2 “Board” means the Board of Directors of the Company.

2.3 “Common Shares” means the Company’s common shares, par value $0.01 per share, and all rights appurtenant thereto, and includes any shares into which such shares may be converted, reclassified, redesignated, subdivided, consolidated, exchanged or otherwise changed pursuant to a reorganization.

2.4 “Company” means Sirius International Insurance Group, Ltd.

2.5 “Employee” means a regular full-time or part-time employee of the Company or any of its subsidiaries, but does not include contract, temporary, casual, seasonal, terminated or retired employees of the Company or any of its subsidiaries, employees receiving long-term disability payments or employees on unpaid leaves of absence, as determined solely in accordance with the employment records of the Company or any of its subsidiaries.

2.6 “Employer Subsidiary” means the legal entity or branch that is owned by the Company and that directly employs and administers the compensation of the Participant.

2.7 “Enrollment Period” means the period beginning September 5, 2018 and ending September 21, 2018, unless extended by the Administrator.

2.8 “IPO Price” means 105% of (1) the book value of the Company determined based on U.S. generally accepted accounting principles (“GAAP”) on a consolidated basis, as set forth in the final, Board-approved, unaudited GAAP consolidated financial statements of the Company for the nine months ended September 30, 2018, (A) decreased by the $7,000,000 deferred underwriting fee payable to Citigroup Global Markets Inc. by Easterly Acquisition Corp., and

(B) as adjusted to take into account the effect determined in accordance with GAAP of the redemption of the Series A preference shares of the Company held by IMG Acquisition Holdings, LLC, divided by (2) the sum of (x) the fully diluted number of Common Shares outstanding as of September 30, 2018 and (y) 593,000 Common Shares, in each case determined by the Board in good faith, without, for the avoidance of doubt, any adjustment that may be required following the closing of the Merger pursuant to Section 2.1(h) of the Merger Agreement.

2.9 “Merger Agreement” means the Agreement and Plan of Merger by and among the Company, Easterly Acquisition Corp., a Delaware corporation, and Acquisitions Holding Company III, a newly incorporated Delaware corporation and wholly owned subsidiary of the Company.

2.10 “Participant” means an Employee who has elected to participate in the Plan in accordance with the terms of the Plan and procedures established by the Administrator.

2.11 “Plan” means this Sirius Group 2018 Employee Share Purchase Plan described herein and includes all amendments thereto.

2.12 “Purchase Date” means two business days immediately prior to the date on which the transactions contemplated by the Merger Agreement are consummated.

2.13 Unless the context requires otherwise, references to the male gender include the female gender, words importing the singular number may be construed to extend to and include the plural number, and words importing the plural number may be construed to extend to and include the singular number.

2.14 This Plan is established under the laws of the State of New York and the rights of all parties and the interpretation of each and every provision of the Plan shall be governed and construed in accordance with the laws of the State of New York, except to the extent the Plan or the Common Shares are subject to applicable U.S. federal or Bermuda law.

3. ELIGIBILITY AND PARTICIPATION

3.1 Each Employee who is employed by the Company or any of its subsidiaries as of the first day of the Enrollment Period shall be eligible for participation in the Plan.

3.2 To become a Participant, an eligible Employee must complete and sign an application in the form prescribed by the Company and submit it to the Administrator during the Enrollment Period. Upon receipt of such application by the Administrator, such Employee shall become a Participant under the Plan.

3.3 On the election form submitted by a Participant in accordance with Section 3.2, the Participant may elect to purchase a number of Common Shares that is not less than 100 and not more than 1,000.

4. PURCHASE OF COMMON SHARES

4.1 As of the Purchase Date, each Participant shall purchase the number of Common Shares elected by the Participant on his or her election form submitted in accordance with Section 3. The election to purchase Common Shares under the Plan shall be null and void if the Participant’s employment with the Company or any of its subsidiaries terminates for any reason prior to the date on which the Common Shares are purchased.

4.2 The purchase price of each Common Share purchased by a Participant shall be equal to (1) with respect to the first 100 Common Shares, 85% of the IPO Price, and (2) with respect to any Common Shares purchased above 100 Common Shares, the IPO Price. In the case of Participants who are employed outside of the United States, the purchase price shall be paid in the Participant’s local currency, based on an exchange rate determined by the Company within 10 business days prior to the Purchase Date.

4.3 On the enrollment form submitted in accordance with Section 3, each Participant shall elect to pay for the purchased Common Shares either (i) with a cash payment paid by delivering a check or wire of funds to the Employer Subsidiary, not later than the Purchase Date, or (ii) by issuing to the Employer Subsidiary, not later than the Purchase Date, a full recourse promissory note (a “ Note ”), secured by the purchased Common Shares, with a principal amount equal to the aggregate purchase price, payable through payroll deduction in equal installments on each payroll date over the 24-month period beginning on the Purchase Date, and accruing interest (1) with respect to U.S. Employees, at the short-term Applicable Federal Rate and (2) for non-U.S. employees, the minimum interest rate permitted under applicable law, for the month in which the Note is issued; provided that a Participant who is or is expected to be an executive officer of the Company, as determined by the Administrator, shall be required to pay for any purchased Common Shares with a cash payment on the Purchase Date, and shall not be permitted to pay for the Common Shares by the issuance of a Note. If a Participant is on an unpaid leave of absence while installments on an outstanding Note are due and payable, the Participant shall be required to remit such installments directly to the Employer Subsidiary.

4.4 For purposes of a transaction settlement including the delivery of Common Shares to a Participant, the respective Employer Subsidiary shall acquire the subscribed number of Common Shares from the Company by a cash purchase or a contribution, at the election of the Administrator.

4.5 The maximum number of Common Shares that shall be made available for purchase under the Plan shall be 1,000,000 Common Shares, subject to adjustment upon an Equity Restructuring as provided in Section 8. If on the Purchase Date the number of Common Shares eligible to be purchased exceeds the number of Common Shares then available under the Plan, the Company shall make a pro rata allocation of the Common Shares remaining available for purchase in as uniform a manner as shall be practicable and as it shall determine to be equitable.

4.6 No Participant shall have any interest or voting right with respect to Common Shares available under the Plan until such Common Shares have been purchased and are issued to such Participant.

5. TAXATION

5.1 By participating in the Plan, each Participant acknowledges that he or she will recognize taxable income in amount equal to the excess of the fair market value of the Common Shares purchased by the Participant over the purchase price paid by the Participant for such Common Shares, and that any income tax or other statutory or other payroll deductions in respect of such amount shall be deducted from regular payroll payments to the Participant.

5.2 At the discretion of the Administrator, the Company and its subsidiaries may adopt, apply, and administer policies or procedures that, in its opinion, will ensure that the Company and its subsidiaries will be able to comply with applicable provisions of any federal, provincial, state or local law relating to withholding of tax, including on the amount, if any, includable in income of a Participant.

6. ADMINISTRATION

The Plan shall be administered by the Group General Counsel of the Company in accordance with the terms set forth herein. The Administrator and the Company may, from time to time, establish administrative rules and procedures relating to the operation of the Plan as they may deem necessary to further the purpose of the Plan and amend or repeal such rules and procedures. The Company or the Administrator may delegate to any director, officer or employee of the Company any of their administrative duties and powers as they may see fit.

7. GENERAL PROVISIONS

7.1 The interest of any Participant in the Plan shall not be assignable, either by voluntary assignment or by operation of law, except upon death or upon mental incompetency.

7.2 Participation in the Plan shall be entirely voluntary and any decision not to participate shall not affect any Employee’s employment with the Company or any of its subsidiaries. No Employee, Participant or other person shall have any claim or right to participate under the Plan. Participation in this Plan shall not affect the right of the Company or any of its subsidiaries to terminate the employment of a Participant. In the event of the termination of the employment of a Participant for any reason, any promissory note issued by such Participant shall become immediately due and payable. Neither any period of notice, if any, nor any payment in lieu thereof, or combination thereof, upon termination of employment shall be considered as extending the period of employment for the purposes of the Plan.

7.3 Participants may prepay all, but not less than all, of any outstanding loan and extinguish such related Note at any point in time within the 24-month period following the Purchase Date.

7.4 The Plan and the implementation thereof are subject to such governmental and Nasdaq listing approvals or consents that now or in the future are applicable. As a condition of participating in the Plan, each Participant agrees to comply with all laws, rules and regulations which may apply in connection with the Plan and agrees to furnish to the Company all

information and undertakings as may be required to permit compliance with such laws, rules and regulations.

8. EQUITY RESTRUCTURINGS

Subject to any required action by the shareholders of the Company, in connection with the occurrence of an Equity Restructuring prior to the Purchase Date, the Common Shares available under the Plan, the number and type of securities that may be purchased under the Plan and the purchase price thereof shall be equitably adjusted. Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. “Equity Restructuring” means a non-reciprocal transaction (i.e. a transaction in which the Company does not receive consideration or other resources in respect of the transaction approximately equal to and in exchange for the consideration or resources the Company is relinquishing in such transaction) between the Company and its shareholders, such as a share split, spin-off, rights offering, nonrecurring share dividend or recapitalization through a large, nonrecurring cash dividend, that affects the Common Shares (or other securities of the Company) or the Common Share price (or other securities) and causes a change in the per share value of the Common Shares. For the avoidance of doubt, nothing herein shall restrict the Company from implementing any Equity Restructuring occurring before or after the Purchase Date, and there shall be no adjustments to any Common Shares purchased under the Plan for any such Equity Restructuring occurring after the Purchase Date.

9. TERM OF PLAN; AMENDMENT OR TERMINATION OF THE PLAN

9.1 The Plan shall become effective as of August 22, 2018 and shall continue until the consummation of the transactions contemplated by the Merger Agreement or until otherwise terminated by the Board.

9.2 The Board reserves the right at any time to amend the Plan, including such amendments to the Plan as may be necessary or desirable, in the opinion of the Company, to comply with the rules or regulations of any governmental authority or stock exchange that apply to the Plan.

Exhibit 99.1

SIRIUS GROUP BECOMES PUBLIC COMPANY VIA BUSINESS COMBINATION WITH EASTERLY ACQUISITION CORP.; COMPLETES PRIVATE PLACEMENT; ANNOUNCES NEW MAJORITY-INDEPENDENT BOARD OF DIRECTORS

— Sirius Group is a global, multi-line insurance and reinsurance group founded in 1945 with over 1,800 clients in over 140 countries—

Hamilton, Bermuda and New York, NY — November 5, 2018 — Sirius International Insurance Group, Ltd. (“Sirius Group”), a global multi-line insurance and reinsurance group, announced that it has closed the previously announced business combination with Easterly Acquisition Corp. (“Easterly”), pursuant to which a wholly owned subsidiary of Sirius Group merged with and into Easterly, and Easterly became a wholly owned subsidiary of Sirius Group (the “Merger”). Pursuant to the Merger, shares of Easterly’s common stock were exchanged for Sirius Group’s common shares at a value equal to 1.05x Sirius Group’s adjusted diluted GAAP book value per share as of September 30, 2018 (the “Merger Price”), and public warrants issued by Easterly to acquire shares of Easterly common stock were converted into warrants issued by Sirius Group to acquire Sirius Group common shares. Each share of Easterly common stock was exchanged for 0.609 of a Sirius Group common share. Sirius Group’s common shares will be traded on the Nasdaq Global Select Market under the symbol “SG” beginning on November 6, 2018. Sirius Group has applied to list its public warrants on the OTCQX International market.

In connection with the Merger, affiliated funds of Gallatin Point Capital, The Carlyle Group, Centerbridge Partners, L.P. and Bain Capital Credit purchased $205 million of Series B preference shares and $8 million of common shares of Sirius Group at the Merger Price. These investors received warrants valued at $10 million in the aggregate that are exercisable for a period of five years after the issue date at a strike price equal to 125% of the Merger Price. In addition, employees and “friends and family” of Sirius Group purchased $16 million of Sirius Group common shares at the Merger Price.

Sirius Group also announced that it reconstituted its board of directors as of the closing of the Merger. In addition to its existing independent directors, Meyer (Sandy) Frucher, Vice Chairman of Nasdaq, Inc.; and Robert (Rob) L. Friedman, a private investor and former Chief Investment Officer of the Mutual Series group of funds, Alain Karaoglan, former Chief Operating Officer of Voya Financial, Inc.; Rachelle Keller, a former Managing Director of Citibank, NA; and James (Jim) Rogers, an international investor, author and financial commentator, have joined Sirius Group’s board. These independent directors will serve alongside Allan L. Waters, Chairman and CEO of Sirius Group; and Feng (Laurence) Liao, CEO of CMIG International Holding Pte. Ltd., Sirius Group’s principal equity holder following the Merger. Effective as of the closing of the Merger, Sirius Group’s board of directors is comprised of a majority of independent directors in accordance with Nasdaq listing standards and each of the audit & risk management, compensation and nominating & governance committees are comprised entirely of independent directors.

“This is a watershed day for Sirius Group” said Allan Waters, CEO and Chairman. “A public listing, increased shareholder diversification led by four globally recognized investment firms, and a strong, independent board will benefit all stakeholders and add fuel to our future growth.”

Sirius Group was represented by Sidley Austin LLP and Easterly was represented by Hogan Lovells US LLP. Citigroup Global Markets Inc. acted as financial advisor to Sirius Group.

About Sirius Group

Sirius Group is a Bermuda-based holding company with (re)insurance operating companies in Bermuda, Stockholm, New York and London. Established in 1945, Sirius Group, utilizing its unique global branch network, provides multi-line insurance and reinsurance in over 140 countries. Sirius Group wrote gross written premiums of $1.4 billion in 2017 utilizing disciplined and professional underwriting, superior risk evaluation and best-in-class pricing technology. Sirius Group’s subsidiaries provide multi-line (re)insurance capacity, including lead capacity for property, accident & health and other exposures. Additional information is available at Sirius Group’s website, located at www.siriusgroup.com.

About Easterly LLC

Easterly LLC is a private asset management holding company that has interests in boutique investment management firms. Easterly’s core expertise is in acting as a principal to grow business platforms. Easterly enhances businesses as a partner through capital formation, corporate development, and strategic implementation activities. Easterly’s principals have a proven track record of delivering outperformance to both public and private investors across a variety of sectors. For more information about Easterly, please visit Easterly’s website at www.easterlycapital.com.

About Easterly Acquisition Corp.

Easterly Acquisition Corp. is a Special Purpose Acquisition Company sponsored by Easterly Acquisition Sponsor, LLC, an affiliate of Easterly LLC, for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or assets. Easterly Acquisition Corp. completed its initial public offering in August 2015, raising $200 million in cash proceeds. Easterly Acquisition Corp.’s officers and certain of its directors are affiliated with Easterly LLC. For more information about Easterly Acquisition Corp., please visit its website at www.easterlyacquisition.com.

Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934, including statements about the growth prospects of Sirius Group. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “target,” “continue,” “could,” “may,” “might,” “will,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements are based on the current expectations of the management of Sirius Group and are inherently subject to uncertainties and changes in circumstance and their potential effects and speak only as of the date of this communication. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, Sirius Group’s exposure to unpredictable catastrophic and casualty events and unexpected accumulations of attritional losses; increased competition from existing insurers and reinsurers and from alternative capital providers, such as insurance-linked funds and collateralized special purpose insurers; decreased demand for Sirius Group’s insurance or reinsurance products, consolidation and cyclical changes in the insurance and reinsurance industry; the inherent uncertainty of estimating loss and loss adjustment expenses reserves, including asbestos and environmental reserves, and the possibility that such reserves may be inadequate to cover Sirius Group’s ultimate liability for losses; a decline in Sirius Group’s operating subsidiaries’ ratings with rating agencies; the limited liquidity and trading of Sirius Group’s securities following the Merger; the ability to recognize the anticipated benefits of the Merger; costs related to the Merger and Sirius Group’s status as a publicly traded company; and other factors identified in Sirius Group’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Sirius Group prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Except to the extent required by applicable law or regulation, Sirius Group undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this communication.

Contact:

Michael Papamichael

Investor Relations

(212) 312-0219