Canopius Holdings Bermuda Ltd Watch

from S-4/A 6 pages (B) the Parties Desire to Terminate the Tower/Cc11 2012 Llqs and Fully and Finally Settle and Commute, on the Terms and Conditions of This Agreement, All of the Rights, Privileges, Duties, Obligations and Liabilities Under the Tower/Cc11 2012 Llqs, and to Fully and Forever Release and Discharge One Another With Respect to the Tower/Cc11 2012 Llqs. (C) This Agreement Is the Result of a Compromise Freely Entered Into by the Parties for Their Mutual Benefit, Releasing Them, as It Does, From Their Respective Obligations Under the Tower/Cc11 2012 Llqs. It Is Agreed as Follows: 1 Substitution of Funds at Lloyd’s

from S-4/A 6 pages (B) the Parties Desire to Terminate the Tower/Flectat 2011 Llqs and Fully and Finally Settle and Commute, on the Terms and Conditions of This Agreement, All of the Rights, Privileges, Duties, Obligations and Liabilities Under the Tower/Flectat 2011 Llqs, and to Fully and Forever Release and Discharge One Another With Respect to the Tower/Flectat 2011 Llqs. (C) This Agreement Is the Result of a Compromise Freely Entered Into by the Parties for Their Mutual Benefit, Releasing Them, as It Does, From Their Respective Obligations Under the Tower/Flectat 2011 Llqs. It Is Agreed as Follows: 1 Substitution of Funds at Lloyd’s

from S-4/A 24 pages This Funds at Lloyd’s Providers’ Deed Is Made With Effect From [The Day on Which the Sale of the Entire Issued Share Capital of [Canopius Holdings Bermuda] Limited Is Completed] (The Effective Date) Between: (1) Canopius Capital Two Limited, a Company Incorporated in England and Wales (No. 5234105) Whose Registered Office Is at Gallery 9, One Lime Street, London Ec3m 7ha (Cc2); (2) Flectat Limited, a Company Incorporated in England and Wales (No. 3073140) Whose Registered Office Is at Gallery 9, One Lime Street, London Ec3m 7ha (Flectat); (3) Canopius Group Limited, a Company Incorporated in the Island of Guernsey (No. 41279) Whose Registered Office Is at Ogier House, St Julian’s Avenue, St Peter Port, Guernsey Gy1 1wa (Cgl); (4) Canopius Managing Agents Limited, a Company Incorporated in England and Wales (No. 1514453) Whose Registered Office Is at Gallery 9, One Lime Street, London Ec3m 7ha (The Managing Agent); (5) [Canopius Bermuda]1 Limited, a Company Incorporated Under the Laws of Bermuda (Registered Number [—]) Whose Registered Office Is at [Canon’s Court, 22 Victoria Street, Hamilton Hm12, Bermuda] ([Cbl]]); (6) [Canopius Holdings Bermuda]2 Limited, a Company Incorporated Under the Laws of Bermuda (Registered Number [—]) Whose Registered Office Is at [Canon’s Court, 22 Victoria Street, Hamilton Hm12, Bermuda] ([Chbl]); (7) Omega Specialty Insurance Company Limited, a Company Incorporated Under the Laws of Bermuda (Registered Number Ec37850) Whose Registered Office Is at Crown House, 4 Par-La-Ville Road, Hamilton Hm 08, Bermuda (Osil); And

from S-4/A 21 pages This Treaty Is Made With Effect From [The Day on Which the Sale of the Reinsured’s Parent Company’s Entire Issued Share Capital Is Completed] (The “Effective Date”) Between (1) [Canopius Bermuda]1 Limited, a Company Incorporated Under the Laws of Bermuda (Registered Number [ — ]) Whose Registered Office Is at Canon’s Court, 22 Victoria Street, Hamilton Hm12, Bermuda (The “Reinsured”); and (2) Omega Specialty Insurance Company Limited, a Company Incorporated Under the Laws of Bermuda (Registered Number Ec37850) Whose Registered Office Is at Crown House, 4 Par-La-Ville Road, Hamilton Hm 08, Bermuda (The “Reinsurer”). Background a the Reinsured Is Party (As Reinsurer) to the Following Contracts of Quota Share Reinsurance

from S-4/A 20 pages This Treaty Is Made With Effect From [The Day on Which the Sale of the Reinsured’s Parent Company’s Entire Issued Share Capital Is Completed] (The “Effective Date”) Between (1) [Canopius Bermuda]1 Limited, a Company Incorporated Under the Laws of Bermuda (Registered Number [ — ]) Whose Registered Office Is at Canon’s Court, 22 Victoria Street, Hamilton Hm12, Bermuda (The “Reinsured”); and (2) Omega Specialty Insurance Company Limited, a Company Incorporated Under the Laws of Bermuda (Registered Number Ec37850) Whose Registered Office Is at Crown House, 4 Par-La-Ville Road, Hamilton Hm 08, Bermuda (The “Reinsurer”). Background a the Reinsured Is Party (As Reinsurer) to the Following Contracts of Quota Share Reinsurance

from S-4/A 15 pages This Treaty Is Made With Effect From [The Day on Which the Sale of the Reinsured’s Parent Company’s Entire Issued Share Capital Is Completed] (The “Effective Date”) Between (1) [Canopius Bermuda]1 Limited, a Company Incorporated Under the Laws of Bermuda (Registered Number [ —]) Whose Registered Office Is at Canon’s Court, 22 Victoria Street, Hamilton Hm12, Bermuda (The “Reinsured”); and (2) Omega Specialty Insurance Company Limited, a Company Incorporated Under the Laws of Bermuda (Registered Number Ec37850) Whose Registered Office Is at Crown House, 4 Par-La-Ville Road, Hamilton Hm 08, Bermuda (The “Reinsurer”). Background a the Reinsured Is Party (As Reinsurer) to the Following Contracts of Quota Share Reinsurance

from S-4/A 18 pages This Quota Share Treaty Dated 1 December 2011 (As Amended and Restated With Effect From [The Day on Which the Sale of the Reinsurer’s Parent Company’s Entire Issued Share Capital Is Completed] (The “Effective Date”) Is Made Between (1) Flectat Limited, a Company Incorporated in England and Wales (No 3073140) Whose Registered Office Is at Gallery 9, One Lime Street, London Ec3m 7ha (The “Reinsured”); and (2) [Canopius Bermuda]1 Limited, a Company Incorporated in Bermuda With Offices at [Canon’s Court, 22 Victoria Street, Hamilton Hm 12, Bermuda] (The “Reinsurer”). Background a the Reinsured and Canopius Capital Two Limited (“Cc2”) Are Indirect Wholly Owned Subsidiaries of Canopius Group Limited. B the Reinsured Is an Underwriting Member of Lloyd’s Which

from S-4/A 19 pages This Quota Share Treaty Dated 15 December 2010 (As Amended and Restated With Effect From [The Day on Which the Sale of the Reinsurer’s Parent Company’s Entire Issued Share Capital Is Completed] (The “Effective Date”) Is Made Between (1) Flectat Limited, a Company Incorporated in England and Wales (No 3073140) Whose Registered Office Is at Gallery 9, One Lime Street, London Ec3m 7ha (The “Reinsured”); and (2) [Canopius Bermuda]1 Limited, a Company Incorporated in Bermuda With Offices at [Canon’s Court, 22 Victoria Street, Hamilton Hm 12, Bermuda] (The “Reinsurer”). Background a the Reinsured and Canopius Capital Two Limited (“Cc2”) Are Indirect Wholly Owned Subsidiaries of Canopius Group Limited. B the Reinsured Is an Underwriting Member of Lloyd’s Which

from S-4/A 14 pages This Quota Share Treaty Dated 30 December 2009 (As Amended by Endorsement[s] Dated [—] and as Further Amended and Restated With Effect From [The Day on Which the Sale of the Reinsurer’s Parent Company’s Entire Issued Share Capital Is Completed] (The “Effective Date”) Is Made Between (1) Canopius Capital Two Limited, a Company Incorporated in England and Wales (No 5234105) Whose Registered Office Is at Gallery 9, One Lime Street, London Ec3m 7ha (The “Reinsured”); and (2) [Canopius Bermuda]1 Limited, a Company Incorporated in Bermuda With Offices at [Canon’s Court, 22 Victoria Street, Hamilton Hm 12, Bermuda] (The “Reinsurer”). Background a the Reinsured and Flectat Limited (“Flectat”) Are Indirect Wholly Owned Subsidiaries of Canopius Group Limited. B the Reinsured Is an Underwriting Member of Lloyd’s Which: (I) Participated in Syndicate 4444 at Lloyd’s (The “Syndicate”) for the 2010 Underwriting Year of Account (With a Member’s Syndicate Premium Limit of £469,664,635 Out of a Total Syndicate Capacity of £550,000,000); (II) Did Not Participate in Any Other Syndicate at Lloyd’s for the 2010 Underwriting Year of Account; and (III) Did Not Underwrite at Lloyd’s for the 2011 Underwriting Year of Account and Does Not Underwrite at Lloyd’s for the 2012 Underwriting Year of Account. C the Underwriting of the Reinsured at Lloyd’s for the 2010 Underwriting Year of Account Is in Part Supported by the Reinsurer’s Fal Described in Article 10. D in Addition to This Treaty Between the Reinsurer (As Reinsurer) and the Reinsured (As Reinsured), the Reinsurer Is Also Party as Reinsurer to the Following Contracts of Quota Share Reinsurance With Flectat as Reinsured

from S-4/A 5 pages Letter Agreement, Dated as of July 30, 2012

from S-4 18 pages This Quota Share Treaty Is Made the 1st Day of December 2011 Between: (1) Flectat Limited a Company Incorporated in England and Wales (No. 3073140) Whose Registered Office Is at Gallery 9, One Lime Street, London Ec3m 7ha (The “Reinsured”); (2) Canopius Capital Two Limited a Company Incorporated in England and Wales (No. 5234105) Whose Registered Office Is Also at Gallery 9, One Lime Street, London Ec3m 7ha (“Cc2”); (3) Canopius Bermuda Limited a Company Incorporated in Bermuda Whose Registered Office Is at Canon’s Court, 22 Victoria Street, Hamilton Hm 12, Bermuda (The “Reinsurer”); and (4) Canopius Group Limited, a Company Incorporated in the Island of Guernsey (No. 41279) Whose Registered Office Is at Ogier House, St Julian’s Avenue, St Peter Port, Guernsey Gy1 1wa (“Cgl”). Background a the Reinsured and Cc2 Are Indirect Wholly Owned Subsidiaries of Cgl. B the Reinsured Is an Underwriting Member of Lloyd’s And

from S-4 21 pages (5) Canopius Group Limited, a Company Incorporated in the Island of Guernsey (No. 41279) Whose Registered Office Is at Ogier House, St Julian’s Avenue, St Peter Port, Guernsey Gy1 1wa (“Cgl”). Background

from S-4 6 pages Endorsement Number 1 Attaching to and Forming Part of the Quota Share Treaty Dated 30 December 2009