EX-10.2



 Exhibit 10.2 

REGISTRATION RIGHTS AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of May     , 2017, is entered
into and made by and between AmTrust Financial Services, Inc., a Delaware corporation (the “Company”), and the persons set forth on the signature pages hereto (the “Holders”). 

WHEREAS, the Company, the Holders and certain other party have entered into that certain Common Stock Purchase Agreement dated as of
May 25, 2017 (the “Purchase Agreement”), pursuant to which the Company shall issue to the Holders, and the Holders shall purchase from the Company, severally and not jointly, a total of 24,096,384 shares of common stock, par
value $0.01 per share, of the Company (“Common Stock”) on the terms and subject to the conditions set forth therein; and 

WHEREAS, pursuant to the terms of, and in partial consideration for, the Holders’ agreement to enter into the Purchase Agreement, the
Company has agreed to provide the Holders with certain registration rights with respect to the Registrable Securities (as defined below) as set forth herein; 

NOW, THEREFORE, in consideration of the premises, the representations, warranties, covenants and agreements contained herein and in the
Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the parties hereto agree as follows. 

ARTICLE I 
 REGISTRATION
RIGHTS 
 Section 1.1. Right to Piggyback. If the Company proposes to file a registration statement under the Securities Act
of 1933, as amended (the “Securities Act”), with respect to an offering of Common Stock whether or not for sale for its own account, other than a registration statement (a) on Form S-4, Form S-8 or any successor forms thereto,
(b) filed in connection with an exchange offer or any employee benefit or dividend reinvestment plan or (c) relating solely to the offer and sale of debt securities (such registration statement, including the Prospectus (as defined below),
amendments and supplements to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference or deemed to be incorporated by reference in such registration statement, the
“Registration Statement”), then the Company shall give prompt written notice of such filing no later than ten (10) days prior to the filing date (the “Piggyback Notice”) to all of the holders of Registrable
Securities. The Piggyback Notice shall offer such holders the opportunity to include (or cause to be included) in such Registration Statement the number of Registrable Securities as each such holder may request (a “Piggyback
Registration”). Subject to Sections 1.2 and 4.1 hereof and the delivery by any such holder to the Company all required documentation necessary to include such Registrable Securities of each such holder in the Registration
Statement, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests from the holders thereof for inclusion therein (each a “Piggyback
Request”) within ten (10) days after delivery of the Piggyback Notice. For purposes of this Agreement, “Registrable Securities” means, as of any date of determination, the shares of








 
Common Stock issued to the Holders pursuant to the Purchase Agreement, and any other securities issued or issuable with respect to, in exchange for, or in replacement of any such Common Stock by
way of stock split, stock dividend, distribution, recapitalization, reclassification, merger, consolidation, or similar event or otherwise. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable
Securities when (i) such Registrable Securities are sold pursuant to an effective Registration Statement under the Securities Act, (ii) such Registrable Securities shall have ceased to be outstanding or (iii) such Registrable
Securities have been sold in a private transaction in which the transferor’s rights under this Agreement are not assigned to the transferee of the securities pursuant to Section 5.6 hereof. 

Section 1.2. Priority on Piggyback Registrations. If any of the Registrable Securities to be registered pursuant to the
registration giving rise to the rights under this Article I are to be sold in an underwritten offering, the Company shall use commercially reasonable efforts to cause the managing underwriter or underwriters of such underwritten offering to
permit holders of Registrable Securities who have submitted a Piggyback Request in connection with such offering to include in such offering all Registrable Securities included in each holder’s Piggyback Request on the same terms and conditions
as any other shares of Common Stock, if any, of the Company included in the offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such underwritten offering advise the Company in writing that the total number or
dollar amount of securities that such holders, the Company and any other persons having rights to participate in such registration, intend to include in such offering is such as to adversely affect the price, timing or distribution of the securities
in such offering, then there shall be included in such underwritten offering the number or dollar amount of the Registrable Securities so requested that in the opinion of such managing underwriter or underwriters can be sold without so adversely
affecting such offering, and such number of Registrable Securities shall be allocated as follows: (a) first, to the Company, and (b) second, to each of the Holders requesting inclusion of their Registrable Securities in such underwritten
offering pursuant to this Article I (on a pro rata basis based on the total number of Registrable Securities then held by each such Holder who is requesting inclusion); provided, however, that the number of Registrable Securities to be
included in such underwritten offering shall not be reduced unless all other securities of the Company held by (i) officers, directors, other employees of the Company and consultants and (ii) other holders of the Company’s capital
stock with registration rights, are first entirely excluded from the underwriting and registration. 
 Section 1.3. Restrictions on
Sale by Holders of Registrable Securities. Each holder of Registrable Securities agrees with all other holders of Registrable Securities and the Company in connection with any underwritten offering made pursuant to a Registration Statement
(whether or not such holder elected to include Registrable Securities in such Registration Statement), if requested pursuant to a written notice by the managing underwriter or underwriters in such offering, not to effect any public sale or
distribution of any of the Company’s securities (except as part of such underwritten offering), including a sale pursuant to Rule 144 or any swap or other economic arrangement that transfers to another any of the economic consequences of owning
Common Stock, during the period commencing on the date of the Prospectus (as defined below) and continuing for not more than 90 days after the date of the Prospectus (or, in either case, Prospectus supplement if the offering is made pursuant to a
“shelf” registration), pursuant to which such public offering shall be made. In connection with any underwritten offering made 

  
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pursuant to a Registration Statement filed pursuant to this Article I, the Company shall be responsible for negotiating all “lock-up” agreements with the underwriters in
customary form and, in addition to the foregoing provisions of this Section 1.3, the holders of Registrable Securities agree to execute the form so negotiated. For purposes of this Agreement, “Prospectus” means the
prospectus included in any Registration Statement (including a prospectus that discloses information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A or Rule 430B promulgated under
the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by
reference in such prospectus. 
 ARTICLE II 

REGISTRATION PROCEDURES 

Section 2.1. Filings; Information. If and whenever the Company is required to effect the registration of any Registrable
Securities under the Securities Act as provided in Article I, the Company shall effect such registration to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant
thereto the Company shall reasonably cooperate in the sale of the securities and shall, as expeditiously as possible to the extent applicable: 

(a) prepare and file with the Securities and Exchange Commission (the “SEC”) a Registration Statement on such form as shall
be available for the sale of the Registrable Securities by the holders thereof or by the Company in accordance with the intended method or methods of distribution thereof and in accordance with this Agreement, and use its commercially reasonable
efforts to cause such Registration Statement to become effective and to remain effective as provided herein; provided, however, that before filing a Registration Statement or Prospectus or any amendments or supplements thereto
(including documents that would be incorporated or deemed to be incorporated therein by reference), the Company shall furnish or otherwise make available to the holders of the Registrable Securities covered by such Registration Statement, their
counsel and the managing underwriters, if any, copies of all such documents proposed to be filed, and such other documents reasonably requested by such counsel, including any comment letter from the SEC; 

(b) prepare and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep
such Registration Statement continuously effective during the period provided herein and comply in all material respects with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration
Statement; and cause the related Prospectus to be supplemented by any Prospectus supplement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Registration
Statement, and as so supplemented to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; 

  
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 (c) notify each selling holder of Registrable Securities, its counsel and the managing
underwriters, if any, promptly, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective,
(ii) of any request by the SEC or any other federal or state governmental authority for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (iii) of the issuance by the SEC of any stop
order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from
qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any proceeding for such purpose, and (v) if the Company has knowledge of the happening of any event that makes any statement
made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in such Registration Statement,
Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not
misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading; 
 (d) furnish or make available to each selling holder of Registrable Securities, its counsel and each managing
underwriter, if any, without charge, at least one conformed copy of the Registration Statement, the Prospectus and Prospectus supplements, if applicable, and each post-effective amendment thereto, including financial statements (but excluding
schedules, all documents incorporated or deemed to be incorporated therein by reference, and all exhibits, unless requested in writing by such holder, counsel or underwriter); provided that the Company may furnish or make available any such
documents in electronic format; 
 (e) prior to any public offering of Registrable Securities, use its commercially reasonable efforts to
register or qualify or cooperate with the selling holders of Registrable Securities, the underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification)
of such Registrable Securities for offer and sale under the securities or “blue sky” laws of such jurisdictions within the United States as any seller or underwriter reasonably requests in writing and to keep each such registration or
qualification (or exemption therefrom) effective during the period such Registration Statement is required to be kept effective pursuant to this Agreement and to take any other action that may be necessary or advisable to enable such holders of
Registrable Securities to consummate the disposition of such Registrable Securities in such jurisdiction; provided, however, that the Company will not be required to (i) qualify generally to do business in any jurisdiction where
would not otherwise be required to qualify but for this Agreement or (ii) take any action that would subject it to general service of process in any such jurisdiction where it would not otherwise be subject but for this Agreement; 

(f) provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by such Registration Statement
from and after a date not later than the effective date of such Registration Statement; 

  
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 (g) upon the occurrence of, and its knowledge of, any event contemplated by
Section 2.1(c)(v) above, as promptly as reasonably practicable prepare a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be
incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such that the Registration Statement will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading, and the Prospectus will not contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; 

(h) use its reasonable best efforts to, cause all shares of Registrable Securities covered by such Registration Statement to be listed on a
national securities exchange if shares of the particular class of Registrable Securities are at that time listed on such exchange, as the case may be, prior to the effectiveness of such Registration Statement; and 

(i) cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required to be made with the FINRA, including the retention of a “Qualified Independent Underwriter” (as defined in FINRA Rule 5121(f)(12)) and the use of reasonable
best efforts to obtain FINRA’s pre-clearance or pre-approval of the Registration Statement and applicable Prospectus upon filing with the SEC. 

Section 2.2. Holders’ Obligations. Each holder of Registrable Securities agrees, by acquisition of the Registrable
Securities, that no holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless such holder has furnished the Company with all
material information required to be set forth in the Purchaser Questionnaire and Selling Stockholder Questionnaire pursuant to the Purchase Agreement. Any sale of any Registrable Securities by any holder thereof shall constitute a representation and
warranty by such holder that the information regarding such holder is as set forth in the Prospectus delivered by such holder in connection with such disposition, and that such Prospectus does not as of the time of such sale contain any untrue
statement of a material fact regarding such holder or omit to state any material fact regarding such holder necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading, solely to
the extent such facts are based upon information regarding such holder furnished in writing to the Company by such holder for use in such Prospectus. Each holder of Registrable Securities agrees if such holder has Registrable Securities covered by
such Registration Statement that, upon receipt of any written notice from the Company of the happening of any event of the kind described in Section 2.1(c) hereof, such holder will forthwith discontinue disposition of such Registrable
Securities covered by such Registration Statement or Prospectus until such holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 2.1(g) hereof, or until it is advised in writing by the
Company that the use of the applicable Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus. 

  
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 Section 2.3. Registration Expenses. All fees and expenses incurred by the Company and
incident to the performance of or compliance with this Agreement by the Company (including (a) all registration and filing fees (including fees and expenses with respect to (i) all SEC, stock exchange or trading system and FINRA
registration, listing, filing and qualification and any other reasonable fees associated with such filings, including with respect to counsel for the underwriters and any qualified independent underwriter in connection with FINRA qualifications,
(ii) rating agencies and (iii) compliance with all applicable laws (including securities or “blue sky” laws), including any reasonable fees and disbursements of counsel for the underwriters in connection with “blue sky”
qualifications of the Registrable Securities pursuant to Section 2.1(e) hereof), (b) all printing, mailing and delivery charges, including fees and expenses of the financial printer, (c) fees and disbursements of counsel for
the Company, (d) fees and disbursements of all independent certified public accountants, including the expenses of any special audits and/or “comfort letters” required by or incident to such performance and compliance), and
(e) reasonable fees and disbursements of one counsel for the selling holders of the Registrable Securities of up to $40,000 for each registration, shall be borne by the Company whether or not any Registration Statement is filed or becomes
effective. All underwriters discounts and selling commissions and all stock transfer taxes, in each case related to Registrable Securities registered in accordance with the Agreement, shall be borne by the holders of Registrable Securities included
in such registration pro rata among each other on the basis of the number of Registrable Securities so registered (provided that such stock transfer taxes shall be borne solely by the holders of Registrable Securities subject to such taxes). Except
as set forth above, the Company shall not be required pursuant to this Agreement to pay (x) fees and disbursements of any counsel retained by any holder of Registrable Securities or by any underwriter, (y) any underwriter’s fees
(including discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar securities industry professionals) relating to the distribution of the Registrable Securities (other than with respect to Registrable Securities
sold by the Company), or (z) any other expenses of the holders of Registrable Securities not specifically required to be paid by the Company pursuant to the first paragraph of this Section 2.3. 

ARTICLE III 

INDEMNIFICATION 

Section 3.1. Indemnification by the Company. The Company shall indemnify and hold harmless, to the fullest extent permitted by
law, each holder of Registrable Securities whose Registrable Securities are covered by a Registration Statement or Prospectus, the officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents, representatives and
employees (the “Representatives”) of each of them, each Person who controls each such holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) and the Representatives of each such controlling person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
such underwriter, from and against any and all losses, claims, damages, liabilities, costs (including costs of preparation and reasonable attorneys’ fees and any legal or other fees or expenses incurred by such party in connection with any
investigation, action, claim, suit, proceeding (a “Proceeding”)), expenses, judgments, fines, penalties, charges and amounts paid in settlement (collectively, “Losses”), as incurred, arising out of or based upon any
untrue statement (or alleged untrue statement) or any omission (or alleged omission) of a material fact contained in any Registration Statement, Prospectus, offering circular, any amendments or supplements


  
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thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document (including any documents incorporated by reference therein)
incident to any such registration, qualification, or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any
violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation thereunder applicable to the Company and (without limitation of the preceding portions of this Section 3.1) will
reimburse each such holder, each of its officers, directors, partners, members, managers, shareholders, accountants, attorneys, agents and employees and each Person who controls each such holder and the Representatives of each such controlling
person, each such underwriter, and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such Loss or action; provided that the
Company will not be liable in any such case to the extent that any such Loss arises out of or is based on any untrue statement or omission by such holder or underwriter, but only to the extent, that such untrue statement (or alleged untrue
statement) or omission (or alleged omission) is made in such Registration Statement, Prospectus, offering circular, or other document in reliance upon and in conformity with written information regarding such holder of Registrable Securities
furnished to the Company by such holder of Registrable Securities expressly for inclusion therein. It is agreed that the indemnity agreement contained in this Section 3.1 shall not apply to amounts paid in settlement of any such Loss or
action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld). Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of any such
holder, any such Representative or any controlling person and shall survive the transfer of such securities by such holder. 

Section 3.2. Indemnification by Holder of Registrable Securities. Each holder of Registrable Securities shall indemnify and hold
harmless, to the fullest extent permitted by law, severally and not jointly with any other holders of Registrable Securities, the Company, its directors and officers and each Person who controls the Company (within the meaning of Section 15 of
the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers, from and against all Losses arising out of or based on any untrue statement (or alleged untrue statement) or any omission (or alleged omission) of a
material fact contained in any such Registration Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other
document incidental to such registration (including any documents incorporated by reference therein), or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein
not misleading, and to reimburse the Company, its directors and officers and each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and all other prospective sellers
for any legal or any other expenses reasonably incurred in connection with investigating or defending any such Loss or action, in each case to the extent, but only to the extent, that such untrue statement or omission is made in such Registration
Statement, Prospectus, offering circular, any amendments or supplements thereto, “issuer free writing prospectus” (as such term is defined in Rule 433 under the Securities Act) or other document in reliance upon and in conformity with
written information regarding such holder of Registrable Securities furnished to the Company by such holder of Registrable Securities expressly for inclusion therein; provided, however, that the obligations of such holder under such
undertaking 

  
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shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of such holder (which consent shall not be
unreasonably withheld). The maximum liability of each holder of Registrable Securities for any indemnification pursuant to this Section 3.2 and any contribution pursuant to Section 3.4 shall not exceed the amount of net
proceeds received by such Holder from the sale of his/her Registrable Securities, except in the case of fraud or willful misconduct by such Holder. 

Section 3.3. Conduct of Indemnification Proceedings. If any person shall be entitled to indemnity hereunder (an
“Indemnified Party”), such Indemnified Party shall give prompt notice to the party from which such indemnity is sought (the “Indemnifying Party”) of any claim or of the commencement of any Proceeding with respect to
which such Indemnified Party seeks indemnification or contribution pursuant hereto; provided, however, that the delay or failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any obligation or
liability except to the extent that the Indemnifying Party has been materially prejudiced by such delay or failure. The Indemnifying Party shall have the right, exercisable by giving written notice to an Indemnified Party promptly after the receipt
of written notice from such Indemnified Party of such claim or Proceeding, to assume, at the Indemnifying Party’s expense, the defense of any such claim or Proceeding, with counsel reasonably satisfactory to such Indemnified Party;
provided, however, that an Indemnified Party shall have the right to employ separate counsel in any such claim or Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense
of such Indemnified Party unless the Indemnifying Party fails promptly to assume, or in the event of a conflict of interest cannot assume, the defense of such claim or Proceeding, in which case the Indemnified Party shall have the right to employ
separate counsel and to assume the defense of such claim or proceeding at the Indemnifying Party’s expense; provided, further, however, that the Indemnifying Party shall not, in connection with any one such claim or
Proceeding or separate but substantially similar or related claims or Proceedings in the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one firm of attorneys
(together with appropriate local counsel) at any time for all of the Indemnified Parties. The Indemnifying Party shall not consent to entry of any judgment or enter into any settlement that (i) 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 of such claim or litigation for which such Indemnified Party would be entitled to indemnification hereunder and (ii) includes any
statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any Indemnified Party. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent (which shall
not be unreasonably withheld). 
 Section 3.4. Contribution. If the indemnification provided for in this Article III
is unavailable to an Indemnified Party in respect of any Losses (other than in accordance with its terms), then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall contribute, severally and not jointly with any
other holders of Registrable Securities, to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party, on the one hand, and such
Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party, on the one hand, and
Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, 

  
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including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made (or omitted) by, or relates to information supplied by,
such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. 

Section 3.5. Underwriting Agreement. Notwithstanding the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control. 

ARTICLE IV 
 TRANSFER
RESTRICTIONS 
 Section 4.1. Transfer Restrictions. No holder of any Registrable Securities shall be permitted to sell,
transfer, assign, pledge, hypothecate, encumber in any way or otherwise dispose of any Registrable Securities (including any economic or voting interests with respect to such Registrable Securities and including by way of hedging and other
derivative transaction that limits or eliminates economic risk) and any rights and obligations of such holder hereunder, either voluntarily or involuntarily and with or without consideration, until the one-year anniversary of the date hereof, other
than for bona fide estate planning purposes, either during his or her lifetime or on death by will or intestacy, to his or her spouse or domestic partner, child or stepchild, grandchild, parent, stepparent, sibling, father in law, mother in law, son
in law, daughter in law, brother in law, sister in law, grandparent, niece or nephew, (all of the foregoing collectively referred to as “family members”), or to a trust or other similar estate planning vehicle for the benefit of
such holder or any such family members or to a charitable foundation or other bona fide gift (but only if the transferee agrees in writing for the benefit of the Company, in form and substance reasonably satisfactory to the Company and with a copy
thereof to be furnished to the Company, to be bound by the transfer restrictions in this Section 4.1). 
 ARTICLE V 

MISCELLANEOUS 

Section 5.1. Term. This Agreement shall terminate with respect to a holder of Registrable Securities on the date on which such
holder ceases to hold Registrable Securities; provided that, such holder’s rights and obligations pursuant to Article III shall survive with respect to any Registration Statement in which any Registrable Securities of such holders
were included and, for the avoidance of doubt, any underwriter lock-up that any holder of Registrable Securities has executed prior to such holder’s termination in accordance with this clause shall remain in effect in accordance with its terms.

 Section 5.2. Amendment and Modification. Neither this Agreement nor any provision hereof may be changed, waived, discharged,
terminated, modified or amended except upon the written consent of the Company and the Holders that hold a majority of the Registrable Securities. 

  
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 Section 5.3. Notices. All notices, requests, consents and other communications
hereunder shall be in writing, shall be sent by confirmed facsimile, or mailed by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, and shall be deemed given when so sent in the case of
facsimile transmission, or when so received in the case of mail or courier, and addressed as follows: 
 (a) if to the Company, to: 

AmTrust Financial Services, Inc. 

59 Maiden Lane, 43rd Floor, 

New York, NY 10038 
 Attention:
Stephen B. Ungar, Secretary 
 Facsimile: (212) 220-7130 

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

Sidley Austin LLP 
 787 Seventh
Avenue 
 New York, NY 10019 

Attention: Samir Gandhi, Esq. 

Facsimile: (212) 839-5599

or to such other person at such other place as the Company shall designate to the Holders in writing; and 

(b) if to the Holders, at the address as set forth at the end of this Agreement, or at such other address or addresses as may have been
furnished to the Company in writing. 
 Section 5.4. Headings. The headings of the various sections of this Agreement have been
inserted for convenience of reference only and shall not be deemed to be part of this Agreement. 
 Section 5.5. Severability.
In case any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired
thereby. 
 Section 5.6. Successors and Assigns; Entire Agreement. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that a holder of Registrable Securities may not assign its rights under this Agreement (in whole or in
part) unless (a) such assignment is in compliance with Section 4.1 hereof and (b) the successor or assign shall have executed and delivered to the Company a joinder agreement in form and substance reasonably satisfactory to the
Company. The Company may assign this Agreement at any time in connection with a sale or acquisition of the Company, whether by merger, consolidation, sale of all or substantially all of the Company’s assets, or similar transaction, without the
consent of the Holder or other holders of Registrable Securities, provided that the successor or acquiring Person or entity agrees in writing to assume all of the Company’s rights and obligations under this Agreement. This


  
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Agreement, together with the Purchase Agreement, sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges and supersedes all prior
discussions, agreements and understandings of any and every nature among them. 
 Section 5.7. Governing Law; Venue; Waiver of Jury
Trial. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. THE COMPANY AND INVESTORS HEREBY IRREVOCABLY
SUBMIT TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN FOR THE ADJUDICATION OF ANY DISPUTE BROUGHT BY THE COMPANY OR ANY INVESTOR HEREUNDER, IN CONNECTION HEREWITH OR WITH ANY
TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVE, AND AGREE NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING BROUGHT BY THE COMPANY OR
ANY INVESTOR, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR THAT SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING
SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT
SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. THE COMPANY AND INVESTORS HEREBY WAIVE
ALL RIGHTS TO A TRIAL BY JURY. 
 Section 5.8. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall constitute an original, but all of which, when taken together, shall constitute but one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties. 

Section 5.9. Further Assurances. Each party shall cooperate and take such action as may be reasonably requested by another party
in order to carry out the provisions and purposes of this Agreement and the transactions contemplated hereby. 
 [Signature Pages Follow]


  
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 IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be
executed by the undersigned, thereunto duly authorized, as of the date first set forth above. 
  

			
	AMTRUST FINANCIAL SERVICES, INC.
		
	By:	 	 
	Name:	 	
	Title:	 	


 [Signature Page to Registration Rights Agreement] 







 IN WITNESS WHEREOF, the parties hereto have caused this Registration Rights Agreement to be
executed by the undersigned, thereunto duly authorized, as of the date first set forth above. 
  

	
	HOLDER:
	
	   

	(Print Name of Holder)


  

			
	
		
	By:	 	 
	Name:	 	
	Title:	 	
		
	Address:	 	
	 
	 


 [Signature Page to Registration Rights Agreement]